NovaGold Resources (NG) Proxy filing summary

Executive summary

• Proposed transaction involves NOVAGOLD acquiring the remaining 40% of the Donlin project from John Paulson, subject to shareholder approval.

• The Donlin project in Alaska is estimated to hold 40 million ounces of gold with a 27-year mine life and an initial capital cost of $9.23 billion.

• Financing discussions are underway, with interest from sovereign wealth funds in Japan, Korea, UAE, and Saudi Arabia.

• Forward-looking statements highlight expectations for project completion, regulatory approvals, and potential expansion.

• Key milestones include the shareholder vote on Donlin consolidation, Sunshine's feasibility study in Q2 2027, and a final investment decision for silver production by late 2028.

Voting matters and shareholder proposals

• Shareholders will vote on the acquisition of the remaining 40% of Donlin from John Paulson.

• The transaction is contingent on regulatory, court, and stock exchange approvals, as well as customary closing conditions.

Board of directors and corporate governance

• NOVAGOLD's directors and executive officers may participate in the proxy solicitation for the proposed transaction.

• Information on directors, executive officers, and their holdings will be disclosed in the proxy statement.