NOVAGOLD Files and Mails Materials for Special Meeting to Approve Proposed Acquisition of 100% of Donlin Gold

The proposed acquisition would add approximately 16 million ounces of measured and indicated gold resources, including reserves.

Rhea-AI Summary

NOVAGOLD (NG) has mailed materials for a November 3, 2026 shareholder vote on acquiring Paulson’s remaining Donlin Gold interest. The proposed all-share transaction would increase ownership from 60% to 100% by acquiring Paulson Advisers and affiliates’ 40% interest through Donlin Gold Holdings. A newly incorporated Delaware company, New NOVAGOLD, would become the ultimate parent and is expected to list on the NYSE upon completion.

The board unanimously recommends approval; shareholders holding approximately 28% of outstanding shares have agreed to support the transactions. Approval requires at least two-thirds of votes cast and Supreme Court of British Columbia approval. NOVAGOLD expects post-arrangement market capitalization of approximately $4.9 billion, based on its September 15, 2026 closing price of $7.25. The proxy deadline is October 30, 2026, at 10:00 a.m. Vancouver time.

12 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed acquisition of Paulson’s 40% Donlin Gold interest would increase NOVAGOLD’s ownership to 100%.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Acquisition would add approximately 16 million ounces of measured and indicated resources, including approximately 13 million reserve ounces.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Projected attributable annual gold production would increase by over 520,000 ounces in the first 10 full production years.
• Minor point. Forward-looking: it has not happened yet and may not happen.Donlin Gold’s projected annual production is 1.3 million ounces for its first 10 full years, then averages 1.1 million over its 27-year life.
• Minor point. Forward-looking: it has not happened yet and may not happen.NOVAGOLD says the transaction generates immediate net asset value per-share accretion.

7 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Post-arrangement market capitalization is expected at approximately $4.9 billion, based on the September 15, 2026 $7.25 closing price.
• Minor point. Forward-looking: it has not happened yet and may not happen.New NOVAGOLD is expected to list on the NYSE upon completion as a U.S.-domiciled parent.
• Minor point. Forward-looking: it has not happened yet and may not happen.Consolidated ownership would eliminate duplicative governance structures; NOVAGOLD expects improved operational and capital efficiency.
• Minor point. Forward-looking: it has not happened yet and may not happen.Board expects the larger financial profile to improve capital access and financing flexibility for project development.
• Minor pointTransaction includes lock-up, standstill and voting restrictions intended to preserve independent governance.
• Minor pointVoting agreements cover approximately 28% of outstanding shares as of September 23, 2026.
• Minor pointCiti’s July 21, 2026 fairness opinion supports consideration for shareholders other than Paulson, subject to its qualifications.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.All-share consideration would dilute existing holders to acquire Paulson’s interest.
• Minor pointArrangement requires at least two-thirds of votes cast by shareholders present or represented by proxy.
• Minor pointArrangement remains subject to Supreme Court of British Columbia approval.
• Minor pointDissent exceeding 10% creates a closing condition allowing NOVAGOLD to terminate, subject to Paulson’s consent.
• Minor pointResponding to qualifying unsolicited superior proposals requires notice and compliance with match rights.

News Explained

The arrangement remains proposed; record-date holders who meet the stated conditions may seek fair value through dissent rights, and if dissent rights exercised exceed 10%, NOVAGOLD may terminate only with Paulson’s consent.

Key Figures

Donlin Gold interest acquired: 40% NOVAGOLD ownership: 60% to 100% Shareholder approval threshold: At least two-thirds of votes cast +5 more

Donlin Gold interest acquired

40%

Paulson’s interest under the proposed all-share transaction

NOVAGOLD ownership

60% to 100%

Proposed increase in Donlin Gold ownership

Shareholder approval threshold

At least two-thirds of votes cast

Arrangement Resolution

Shares covered by voting agreements

Approximately 28%

Outstanding NOVAGOLD shares as of the Record Date; agreed to vote for the Transactions

Dissent-rights termination condition

More than 10%

NOVAGOLD may terminate the Arrangement, subject to Paulson’s consent

Proxy voting deadline

October 30, 2026, at 10:00 a.m. Vancouver Time

Shareholder voting deadline

Projected annual gold production

1.3 million ounces

First 10 full years of production

Projected annual gold production

1.1 million ounces

Over the 27-year mine life

Previous Acquisition Reports

1 past event · Latest: Jul 22

Same Type 1 event

1. Jul 22

   Acquisition agreement

   24h Move

   +10.3%

   Definitive agreement to acquire Paulson’s 40% Donlin Gold interest in an all-share transaction

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

plan of arrangement, fairness opinion, dissent rights, measured and indicated resources, +1 more

5 terms

plan of arrangement regulatory

"approving a Plan of Arrangement (the “Arrangement”)"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

fairness opinion financial

"Fairness Opinion: The fairness opinion from Citi"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

dissent rights regulatory

"shareholders as of the Record Date who oppose the Arrangement may"

Dissent rights are the legal ability of shareholders to reject certain major corporate actions—like mergers or forced buyouts—and demand to be paid the fair cash value of their shares instead of staying in the combined company. This matters to investors because it provides a safety valve similar to a buyout offer on your own terms: it protects minority holders from being swept into a deal they believe undervalues their stake and can affect the cost and completion of corporate transactions.

measured and indicated resources technical

"approximately 16 million ounces of Measured and Indicated Resources"

Measured and indicated resources are two levels of confidence in estimates of a mineral deposit’s size and quality: ‘measured’ is the highest-confidence estimate, while ‘indicated’ is a somewhat less certain but still reliable estimate. Think of measured like ingredients weighed on a kitchen scale and indicated like amounts estimated by eye; together they tell investors how much material is likely present and how predictable future extraction and costs may be, which affects project valuation and risk assessment.

proven and probable reserves technical

"approximately 13 million ounces contained in Proven and Probable Reserves"

Proven and probable reserves are estimates of how much of a natural resource (like oil, gas or a mineral) a company can realistically extract: “proven” means there’s strong evidence it can be recovered, while “probable” means there’s a reasonable but lower level of confidence. Investors care because these estimates shape expected future production, revenue and risk—think of proven reserves as items you can see in your pantry and probable reserves as likely items tucked in bags you expect to find.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• Shareholders are being asked to vote on, among other things, the previously announced Transactions pursuant to which NOVAGOLD would acquire the 40% interest in Donlin Gold held by Paulson Advisers LLC and its affiliates in an all-share transaction, increasing NOVAGOLD’s ownership from 60% to 100%.
• NOVAGOLD’s Board of Directors unanimously recommends that shareholders vote FOR each resolution set forth in the Circular and Proxy Statement.
• Questions? Need Help Voting? Visit www.NewNOVAGOLD.com to review the materials and obtain assistance with questions or voting. Shareholders are encouraged to vote well in advance of the proxy voting deadline on October 30, 2026, at 10:00 a.m. (Vancouver Time).
  
  

VANCOUVER, British Columbia, Oct. 05, 2026 (GLOBE NEWSWIRE) -- NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) today announced that it has filed and commenced mailing its management information circular and definitive proxy statement (the “Circular and Proxy Statement”) and related proxy materials (collectively, the “Meeting Materials”) for the special meeting of shareholders to be held on November 3, 2026 (the “Meeting”). At the Meeting, shareholders of record at the close of business on September 23, 2026 (the “Record Date”) will be asked to consider and, if deemed advisable, approve, with or without variation, (i) a special resolution (the “Arrangement Resolution”) approving a Plan of Arrangement (the “Arrangement”), relating to the transactions announced on July 22, 2026, pursuant to which, subject to the satisfaction of certain closing conditions, upon the consummation thereof, NovaGold Corporation, a newly incorporated Delaware company (“New NOVAGOLD”), would become the ultimate parent of NOVAGOLD and its subsidiaries and would acquire the 40% interest in Donlin Gold LLC (“Donlin Gold”) held by Paulson Advisers LLC and certain of its affiliates (collectively, “Paulson”) through Donlin Gold Holdings LLC (“Donlin Gold Holdings”)¹, increasing NOVAGOLD’s ownership from 60% to 100% in its Tier One² gold development project in Alaska (the “Transactions”), and (ii) the other resolutions summarized below, each of which is described in greater detail in the Circular and Proxy Statement.

NOVAGOLD’s Board of Directors (the “Board”) unanimously recommends that shareholders vote FOR the Arrangement Resolution and each other resolution described below. Citigroup Global Markets Inc. (“Citi”) also delivered an opinion that, as of the date of the opinion and subject to the assumptions, qualifications and limitations set out in the Circular and Proxy Statement, the consideration to be received by NOVAGOLD shareholders, other than Paulson, is fair from a financial point of view.

The Meeting Materials, which contain important information about the Arrangement, the other matters to be considered at the Meeting, voting procedures and the factors considered by the Board in making its unanimous recommendation, are available at www.NewNOVAGOLD.com and under NOVAGOLD’s issuer profiles on SEDAR+ at www.sedarplus.ca and EDGAR, the SEC’s website, at www.sec.gov. Shareholders are urged to read the Meeting Materials carefully and in their entirety before voting.

About the Meeting

The Meeting will be held on November 3, 2026 at 10:00 a.m. (Vancouver Time) at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, V6E 4E5. Shareholders will be asked to vote on the Arrangement Resolution and the other resolutions summarized below, each of which is described in greater detail in the Circular and Proxy Statement. The Board unanimously recommends that shareholders vote FOR each resolution.

1. Arrangement Resolution: Pursuant to the interim order of the Supreme Court of British Columbia, dated September 24, 2026, shareholders will be asked to vote on a special resolution approving the Arrangement, pursuant to an arrangement agreement entered into by and among NOVAGOLD, New NOVAGOLD, which will be the ultimate parent of NOVAGOLD and its subsidiaries as a result of the Arrangement (“Post-Arrangement New NOVAGOLD”), and Paulson on July 21, 2026 (the “Arrangement Agreement”), under Division 5 of Part 9 of the Business Corporations Act (British Columbia), all as more particularly described in the Circular and Proxy Statement. The full text of the Arrangement Resolution is set out in Appendix A to the Circular and Proxy Statement.
2. Equity Plan Resolution: Shareholders will be asked to vote on an ordinary resolution to approve the adoption of the New NOVAGOLD 2026 Omnibus Incentive Plan (the “Equity Plan Resolution”).
3. New NOVAGOLD ESPP Resolution: Shareholders will be asked to vote on an ordinary resolution to approve the adoption of the New NOVAGOLD Employee Stock Purchase Plan (the “New NOVAGOLD ESPP Resolution”).
4. NOVAGOLD ESPP Resolution: Shareholders will be asked to vote on an ordinary resolution to approve the adoption of the NOVAGOLD Employee Share Purchase Plan (the “NOVAGOLD ESPP Resolution”).
5. Compensation Resolution: Shareholders will be asked to vote on an ordinary resolution to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to NOVAGOLD’s named executive officers in connection with the Arrangement Agreement and the related Transactions (the “Compensation Resolution”).
   
   

Reasons To Vote FOR The Arrangement Resolution, The Equity Plan Resolution, The New NOVAGOLD ESPP Resolution, The NOVAGOLD ESPP Resolution and The Compensation Resolution

• Financial Strength and Robust Returns: Equity participation in a well-capitalized gold developer with 100% ownership of Donlin Gold, with projected production of 1.3-million ounces of gold annually in its first 10 full years of production and 1.1-million ounces of gold annually over the 27-year mine life.³ Following the completion of the Arrangement, Post-Arrangement New NOVAGOLD is expected to have a market capitalization of approximately $4.9 billion (based on a per share closing price of NOVAGOLD of $7.25 on September 15, 2026).
• Immediate Accretion to Shareholders: Generates immediate accretion to shareholders on multiple key metrics, including: (i) net asset value per share; (ii) gold Reserves and Resources per share, through the addition of approximately 16 million ounces of Measured and Indicated Resources, inclusive of approximately 13 million ounces contained in Proven and Probable Reserves in a safe and stable jurisdiction that is supportive of responsible development; and (iii) projected attributable production metrics increased by over 520,000 ounces of annual gold production in the first 10 full years.⁴
• Enhanced Operational Efficiency: Streamlines corporate decision-making and increases operational and capital efficiency at the Donlin Gold Project by consolidating 100% ownership under a single corporate parent, eliminating duplicative governance structures and enabling a more streamlined approach to development opportunities and market conditions, while preserving NOVAGOLD’s independent governance through specific lock-up, standstill and voting restrictions.
• Minimal Disruption to Operations Expected: Post-Arrangement New NOVAGOLD and its subsidiaries will continue to carry on the business currently carried on by NOVAGOLD and its subsidiaries. The Arrangement is not currently expected to result in any material changes in business, jobs, management, operations, properties, locations of any offices or facilities or number of employees.
• Larger and More Liquid Market Capitalization Expected: The Board believes that the opportunity to enhance long-term value for shareholders will be greater as a U.S.-domiciled company than as a Canada-domiciled company. Post-Arrangement New NOVAGOLD is expected to have a larger market capitalization and will be listed on the NYSE upon completion of the Arrangement, which the Board believes will increase visibility, access to the capital markets and liquidity for shareholders.
• Enhanced Access to Capital: Facilitates and expands access to private and official-sector capital, including governmental agencies and sovereign wealth funds, to support Donlin Gold’s next phase of project development. The Board believes that Post-Arrangement New NOVAGOLD’s enhanced financial profile and larger market capitalization are expected to improve its ability to access the capital markets on favorable terms and provide greater financial flexibility to fund the development of the Donlin Gold Project.
• Single Point of Contact for Key Stakeholders: Establishes a single point of contact for engagement with key stakeholders, including longstanding Donlin Gold landowners, Calista Corporation and The Kuskokwim Corporation.
• Improved Structure: Creates a better aligned structure with the formation of a new U.S.-domiciled parent company that will be listed on the NYSE.
• Fairness Opinion: The fairness opinion from Citi that, as of July 21, 2026, based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi described in such opinion, the consideration to be received in the Arrangement by the shareholders, taking into account the Transactions, is fair, from a financial point of view, to the shareholders (other than Paulson).
• Support by Directors, Executive Officers and Key Shareholders: Pursuant to certain voting agreements, the directors and certain executive officers of the Company, as well as Paulson (as an existing shareholder) and Electrum Strategic Resources L.P. (NOVAGOLD’s largest shareholder as of the Record Date) (collectively, the “NOVAGOLD Locked-Up Shareholders”), have agreed, among other things, to vote all of the common shares of the Company (“NOVAGOLD Shares”) held by them, including any NOVAGOLD Shares issuable upon exercise or redemption of certain options to purchase NOVAGOLD Shares and other convertible securities of NOVAGOLD (as applicable to the vote), in favour of the Transactions, including the Arrangement Resolution. The NOVAGOLD Locked-Up Shareholders collectively own approximately 28% of the outstanding NOVAGOLD Shares as of the Record Date.
• Ability to Respond to Unsolicited Superior Proposals: Under the terms of that certain master implementation agreement, effective as of July 21, 2026, entered into by and among NOVAGOLD, New NOVAGOLD, NOVAGOLD Resources Alaska Inc. and Paulson (the “Master Implementation Agreement”), the Board will remain able to respond to any unsolicited bona fide written proposal if the Board determines in good faith that such proposal constitutes or would reasonably be expected to lead to a “Superior Proposal” under the terms of the Master Implementation Agreement and where the failure to take such action would be inconsistent with its fiduciary duties, subject to certain conditions including providing notice to New NOVAGOLD and Paulson and complying with such person’s match rights, that is not expected to deter other potential interested buyers, if any.
• Negotiated Transaction: The Arrangement Agreement is the result of a comprehensive negotiation process with New NOVAGOLD and Paulson that was undertaken by the Company and its legal and financial advisors.
• Deal Certainty: New NOVAGOLD’s and Paulson’s obligations to complete the Transactions are subject to a limited number of conditions that the Company believes are reasonable in the circumstances.
• Shareholder Approval: The Arrangement must be approved by not less than two-thirds (2/3) of the votes cast by shareholders present in person or represented by proxy at the Meeting.
• Regulatory Approval: The Arrangement must be approved by the Supreme Court of British Columbia, which will consider, among other things, the fairness and reasonableness of the Arrangement to shareholders.
• Dissent Rights: The terms of the Arrangement provide that shareholders as of the Record Date who oppose the Arrangement may, upon compliance with certain conditions, exercise dissent rights and, if ultimately successful, receive fair value for their NOVAGOLD Shares. The terms of the Arrangement Agreement provide a condition to closing for NOVAGOLD (subject to Paulson’s consent) to terminate the Arrangement in the event that the dissent rights exercised exceed 10%.
  
  

Additional information regarding the benefits of the Arrangement and the factors considered by the Board is included in the Circular and Proxy Statement and at www.NewNOVAGOLD.com.

Questions? Need Help Voting?

Shareholders are encouraged to review the Meeting Materials carefully and vote as soon as possible. The proxy voting deadline is October 30, 2026, at 10:00 a.m. (Vancouver Time). Shareholders may vote online, by telephone or by mail by following the instructions on the voting form received. Meeting Materials and voting information are available at www.NewNOVAGOLD.com. Shareholders who have questions or require voting assistance should contact the appropriate advisor based on location:

• Canadian and International shareholders (other than U.S.) — Kingsdale Advisors
  Telephone: +1 (866) 228-8818 (toll-free from North America)
  Text or Call: +1 (416) 623-2514 (outside North America)
  Email: contactus@kingsdaleadvisors.com
• U.S. shareholders — Innisfree M&A Incorporated
  Telephone: +1 (877) 750-0926 (toll-free from the United States)
  Telephone: +1 (412) 232-3651 (from other countries)
  
  

About NOVAGOLD

NOVAGOLD is a well-financed precious metals company focused on the development of the Donlin Gold project in Alaska, one of the safest mining jurisdictions in the world. With approximately 40 million ounces of gold in the Measured and Indicated Mineral Resource categories (approximately 560 million tonnes at an average grade of 2.22 grams per tonne, in the Measured and Indicated Mineral Resource categories on a 100% basis)⁵ inclusive of Proven and Probable Mineral Reserves, the Donlin Gold project is regarded as one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world. According to the 2025 Technical Report and the 2025 Technical Report Summary, the Donlin Gold project is expected to produce an average of more than one million ounces per year over a 27-year mine life on a 100% basis once in production.⁶

About Donlin Gold Holdings

Donlin Gold Holdings, 100% wholly-owned by Paulson Advisers LLC and its affiliates, is the 40% owner of the Donlin Gold project. Donlin Gold Holdings, together with NOVAGOLD, owns 100% of Donlin Gold and shares equal voting and operating control with NOVAGOLD through its operating agreement.

NOVAGOLD Contacts

Mélanie Hennessey
Vice President, Corporate Communications

Frank Gagnon
Manager, Investor Relations

604-669-6227 or 1-866-669-6227
info@novagold.com
www.novagold.com

Cautionary Note Regarding Forward-Looking Statements

This communication includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “continue”, “ongoing”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, “would” or “should” occur or be achieved. All statements, other than statements of historical fact, included herein are forward-looking statements. These forward-looking statements include statements regarding the expected outcomes of the Transactions; the ability of NOVAGOLD, New NOVAGOLD and Paulson to complete the Transactions on the terms described herein, or at all, including receipt of required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals and satisfaction of other customary closing conditions; the expected synergies related to the Transactions in respect of strategy, operations and other matters; projections related to expansion; and the impact of the Transactions on New NOVAGOLD and its stakeholders. Forward-looking statements contained herein are based on a number of material assumptions, including but not limited to the following, which could prove to be inaccurate: the expected outcomes of the Transactions; the ability of NOVAGOLD, New NOVAGOLD and Paulson to complete the Transactions on the terms described herein, or at all, including receipt of required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals and satisfaction of other customary closing conditions; the expected synergies related to the Transactions in respect of strategy, operations and other matters; projections related to expansion; our ability to achieve production at Donlin Gold; the cost estimates and assumptions contained in the 2025 Technical Report and the 2025 Technical Report Summary; anticipated timing of updated reports and/or studies including the Donlin Gold Bankable Feasibility Study and draft Supplemental Environmental Impact Statement; repayment of the Barrick promissory note and the timing thereof; sufficiency of working capital; future capital raising activities and potential sources of funding; estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying our resource and reserve estimates; our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable; assumptions that all necessary permits and governmental approvals will be obtained and the timing of such approvals; assumptions made in the interpretation of drill results, the geology, grade and continuity of our mineral deposits; our expectations regarding demand for equipment, skilled labor and services needed for exploration and development of mineral properties; and operating or regulatory risks. Forward-looking statements are necessarily based on several opinions, estimates and assumptions that management of NOVAGOLD considered appropriate and reasonable as of the date such statements are made, and are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are not historical facts but instead represent NOVAGOLD management’s expectations, estimates and projections regarding future events or circumstances on the date the statements are made. Important factors that could cause actual results to differ materially from expectations include the need to obtain additional permits and governmental approvals; the timing and likelihood of obtaining and maintaining permits necessary to construct and operate; the need for additional financing to complete an updated feasibility study and to explore and develop properties; availability of financing in the debt and capital markets; disease pandemics; uncertainties involved in the interpretation of drill results and geological tests and the estimation of reserves and resources; changes in mineral production performance, exploitation and exploration successes; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in the United States or Canada; the need for continued cooperation between the owners of Donlin Gold to advance the Donlin Gold project; the need for cooperation of government agencies and Native groups in the development and operation of properties; risks of construction and mining projects such as accidents, equipment breakdowns, bad weather, non-compliance with environmental and permit requirements, unanticipated variation in geological structures, ore grades or recovery rates; unexpected cost increases, which could include significant increases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates; whether or when a positive construction decision will be made regarding the Donlin Gold project; and other risks and uncertainties disclosed in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports and other documents filed by NOVAGOLD with applicable securities regulatory authorities from time to time. Copies of these filings may be obtained by visiting NOVAGOLD’s website at www.novagold.com, or the SEC’s website at www.sec.gov, or on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained herein reflect the beliefs, opinions and projections of NOVAGOLD on the date the statements are made. NOVAGOLD assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Important Information and Where to Find It

NOVAGOLD has filed relevant materials with the SEC and applicable Canadian securities regulators, including, among other filings, a management information circular and definitive proxy statement on Schedule 14A on October 5, 2026. The management information circular and proxy statement has been mailed or otherwise disseminated to shareholders of NOVAGOLD seeking their approval of the proposals related to the Transactions. INVESTORS AND SHAREHOLDERS OF NOVAGOLD ARE URGED TO READ THE MANAGEMENT INFORMATION CIRCULAR AND DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC AND APPLICABLE CANADIAN SECURITIES REGULATORS IN CONNECTION WITH THE TRANSACTIONS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES TO THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders may obtain free copies of the management information circular and definitive proxy statement and other documents filed by NOVAGOLD with the SEC at http://www.sec.gov, the SEC’s website, under NOVAGOLD’s profile on SEDAR+ at www.sedarplus.ca, or from NOVAGOLD’s website https://novagold.com/investors/why-invest/.

¹ Donlin Gold Holdings LLC is wholly owned by Paulson.
² NOVAGOLD defines a Tier One gold development project as one with a projected production life of at least 10 years, annual projected production of at least 500,000 ounces of gold, and average projected cash costs over the production life that are in the lower half of the industry cost curve.
³ Donlin Gold data as per the report titled “NI 43-101 Technical Report on the Donlin Gold project, Alaska, USA” with an effective date of November 30, 2025 (the “2025 Technical Report”) and the report titled “S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA” (the “2025 Technical Report Summary”), dated November 30, 2025.
⁴ Donlin Gold data as per the 2025 Technical Report and the 2025 Technical Report Summary.
⁵ Donlin Gold data as per the report titled “NI 43-101 Technical Report on the Donlin Gold project, Alaska, USA” with an effective date of November 30, 2025 (the “2025 Technical Report”) and the report titled “S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA” (the “2025 Technical Report Summary”), dated November 30, 2025. Donlin Gold possesses Measured Resources of approximately 9 Mt grading 2.67 g/t and Indicated Resources of approximately 551 Mt grading 2.21 g/t, each on a 100% basis and inclusive of Mineral Reserves, of which approximately 6 Mt of Measured Resources and approximately 330 Mt of Indicated Resources inclusive of Mineral Reserves is currently attributable to NOVAGOLD through its 60% ownership interest in Donlin Gold. Exclusive of Mineral Reserves, Donlin Gold possesses Measured Resources of approximately 1.4 Mt grading 1.18 g/t and Indicated Resources of approximately 175 Mt grading 1.32 g/t, of which approximately 0.9 Mt of Measured Resources and approximately 105 Mt of Indicated Resources exclusive of Mineral Reserves is currently attributable to NOVAGOLD. Donlin Gold possesses Proven Reserves of approximately 9 Mt grading 2.29 g/t and Probable Reserves of approximately 495 Mt grading 2.02 g/t, each on a 100% basis, of which approximately 6 Mt of Proven Reserves and approximately 297 Mt of Probable Reserves is attributable to NOVAGOLD. Mineral Reserves and Resources have been estimated in accordance with NI 43-101 and S-K 1300..
⁶ Anticipated average annual gold production during full life of mine if put into production as contemplated in the 2025 Technical Report and the 2025 Technical Report Summary.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What would NOVAGOLD acquire in the proposed Donlin Gold transaction?

NOVAGOLD would acquire Paulson Advisers and its affiliates’ 40% interest in Donlin Gold in an all-share transaction, increasing ownership from 60% to 100%. New NOVAGOLD, a newly incorporated Delaware company, would become the ultimate parent of NOVAGOLD and its subsidiaries.

How can NOVAGOLD shareholders vote on the Donlin Gold acquisition?

Shareholders can vote online, by telephone or by mail using the instructions on their voting form, before October 30, 2026, at 10:00 a.m. Vancouver time. Eligibility is based on holdings at the close of business on September 23, 2026. Meeting materials and voting assistance are available at www.NewNOVAGOLD.com.

Can NOVAGOLD shareholders dissent from the proposed arrangement?

Shareholders as of the record date who oppose the arrangement may exercise dissent rights by complying with specified conditions and, if ultimately successful, receive fair value for their shares. Dissent rights exercised above 10% create a closing condition permitting NOVAGOLD to terminate the arrangement, subject to Paulson’s consent.

What else will NOVAGOLD shareholders vote on at the special meeting?

Shareholders will also vote on an omnibus incentive plan, two employee share purchase plans and an advisory compensation resolution. The purchase plans are for New NOVAGOLD and NOVAGOLD respectively. The non-binding compensation vote concerns amounts that may be paid or become payable to named executive officers in connection with the arrangement and related transactions.