NovaGold Resources (NG) Proxy filing summary

Executive summary

• Announced a definitive agreement to acquire 100% of Donlin Gold, consolidating ownership through an all-share transaction with Paulson, creating a new U.S.-domiciled parent company valued at $5.9B.

• The transaction is expected to be immediately accretive to NAV per share and gold reserves/resources per share, enhancing access to capital and operational efficiency.

• Donlin Gold is projected to be the largest single gold mine in the U.S., with 1.3 Moz annual production in the first 10 years and 1.1 Moz over a 27-year mine life.

• The new board will be co-chaired by Dr. Thomas Kaplan and John Paulson, with Paulson holding a significant economic interest but capped voting rights.

• The transaction is targeted to close in Q4 2026, pending shareholder, court, regulatory, and stock exchange approvals.

Voting matters and shareholder proposals

• Shareholders will vote on the all-share transaction to acquire Paulson's interest in Donlin Gold, requiring at least 66 2/3% approval.

• The transaction involves the issuance of new shares and changes to board composition.

• Shareholders will receive 1.0 New NG share for each existing share.

Board of directors and corporate governance

• Board expands from 10 to 11 members, with Paulson entitled to nominate two directors, including John Paulson as Co-Chair.

• Paulson's voting interest is capped at 19.99%, with lock-up and standstill provisions.

• Board includes experienced leaders in mining, finance, and sustainability.