NovaGold Resources (NG) Proxy filing summary

Executive summary

• Definitive agreements signed to acquire 100% of Donlin Gold, transitioning from a 60/40 joint venture to full ownership via an all-share transaction with Paulson, expected to close in Q4 2026.

• The new parent company, New NG, will be U.S.-domiciled with an equity value of $5.9B and a board co-chaired by Dr. Thomas Kaplan and John Paulson.

• 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 a 27-year mine life.

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

• Donlin Gold’s permitting is advanced, with federal permits in hand and state permitting on track, and the project is located on private land owned by Alaska Native Corporations.

Voting matters and shareholder proposals

• Shareholder approval of at least 66 2/3% is required for the transaction, along with court, regulatory, and stock exchange approvals.

• NOVAGOLD shareholders will receive one New NG share for each current share; Paulson’s voting interest is capped at 19.99%.

Board of directors and corporate governance

• The board will expand from 10 to 11 directors, with Paulson entitled to nominate two directors as long as its equity ownership remains above 15%.

• Board co-chairs will be Dr. Thomas Kaplan and John Paulson, with Paulson subject to lock-up and standstill provisions.