NovaGold Resources (NG) Proxy filing summary

Executive summary

• Announced acquisition of remaining Donlin Gold shares in an all-stock deal, creating a $4.2 billion gold company.

• Full ownership of Donlin Gold consolidates over 40 million ounces of resources, making it one of the largest undeveloped gold deposits.

• Feasibility study for Donlin Gold underway, expected completion in the first half of next year.

• Transaction expected to close in the fourth quarter, pending shareholder and regulatory approvals.

• Anticipated increased liquidity and attractiveness to investors and sovereign wealth funds post-transaction.

Voting matters and shareholder proposals

• Shareholder approval required for the acquisition of Donlin Gold shares and related transactions.

• Proxy statement to be filed and disseminated to security holders for voting on transaction-related proposals.

Board of directors and corporate governance

• New entity, NovaGold Corporation, will have two co-chairs: Dr. Thomas Kaplan and John Paulson.

• Both co-chairs have a long-standing relationship and aligned vision for the company.