NovaGold Resources (NG) Proxy filing summary

Executive summary

• The proxy statement proposes a reorganization where all shares will be exchanged for shares in a new Delaware corporation, New NOVAGOLD, which will become the parent company and be listed on the NYSE.

• Paulson will contribute its 40% interest in Donlin Gold to New NOVAGOLD in exchange for voting and non-voting shares, resulting in New NOVAGOLD owning 100% of Donlin Gold.

• Shareholders will own approximately 65% of New NOVAGOLD, while Paulson and affiliates will own about 39.7% of the economic interest, with voting capped at 19.99%.

• The board unanimously recommends voting in favor of all resolutions, including the arrangement, new equity plans, and executive compensation.

Voting matters and shareholder proposals

• Shareholders are asked to approve: (1) the arrangement resolution for the reorganization, (2) the New NOVAGOLD 2026 Omnibus Incentive Plan, (3) the New NOVAGOLD Employee Stock Purchase Plan, (4) the NOVAGOLD Employee Share Purchase Plan, and (5) an advisory vote on executive compensation related to the transaction.

• Approval of the arrangement requires at least 66 2/3% of votes cast; other resolutions require a majority.

• Dissent rights are available to registered shareholders who follow strict procedures.

Board of directors and corporate governance

• The post-transaction board will have 11 directors, with John Paulson and Thomas Kaplan as co-chairs.

• Paulson is entitled to designate up to two board nominees, subject to ownership thresholds, and has specific governance rights under the Investor Rights Agreement.

• The board retains the ability to respond to unsolicited superior proposals, subject to certain conditions.