NovaGold Resources (NG) Proxy filing summary

Executive summary

• Definitive agreements reached to acquire the remaining 40% interest in the Donlin Gold project, consolidating 100% ownership under a single entity.

• The all-share transaction values the combined company at approximately $4.2 billion and is expected to close in the fourth quarter of the year, pending shareholder and regulatory approval.

• The consolidation aims to streamline project financing, decision-making, and expedite the development timeline for the Donlin Gold project.

• The updated feasibility study, led by Fluor and supported by WSP, Worley, and Hatch, is targeted for release in the first half of next year and is critical for finalizing project economics and construction plans.

• The project contains about 40 million ounces of measured and indicated resources, with plans for annual production averaging 1.3 million ounces in the first decade.

Voting matters and shareholder proposals

• Shareholders are being asked to approve the acquisition of the remaining interest in Donlin Gold, with related proposals to be detailed in the forthcoming proxy statement.

• Existing shareholders will own about 65% of the new entity, while Paulson's fund will hold an economic interest of roughly 40%, with voting power capped at 19.99%.

Board of directors and corporate governance

• Governance agreements will cap Paulson's voting power at 19.99% despite a larger economic interest.

• John Paulson will serve as Co-Chair alongside the current Chairman, ensuring representation from both major stakeholders.

• The simplified structure will centralize reporting and oversight under a single board.