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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 21, 2026
NOVAGOLD
RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
| British Columbia |
001-31913 |
N/A |
| (State of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification)
|
201
South Main Street, Suite 400,
Salt Lake City, Utah
84111
(Address of principal executive offices) (Zip
Code)
(801)
639-0511
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Shares |
NG |
NYSE
American
Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure
On July 22, 2026, NovaGold Resources Inc.
(“NovaGold” or the “Company”) issued a press release announcing that it has entered into a series of definitive
transaction agreements in connection with a proposed transaction pursuant to which NovaGold Corporation, a newly formed Delaware corporation
(“New NovaGold”) will acquire all of the issued and outstanding common shares of NovaGold (the “NovaGold Shares”)
by way of an arrangement under the Business Corporations Act (British Columbia) in accordance with a plan of arrangement (the
“Arrangement”). Specifically, the Company announced the execution of (i) an Arrangement Agreement (the “Arrangement
Agreement”), among the Company, New NovaGold and Paulson Advisers LLC (“Paulson”), pursuant to which, subject to the
satisfaction or waiver of certain conditions set forth therein, each NovaGold Share will be exchanged for one share of voting common
stock of New NovaGold, (ii) a Master Implementation Agreement (the “Master Implementation Agreement”), among the Company,
New NovaGold, Paulson and the other parties thereto, which, among other things, sets forth the rights and obligations of the parties
thereto and the sequencing of the transactions contemplated by the various transaction agreements, (iii) a Contribution Agreement
(the “Contribution Agreement”), between New NovaGold and Paulson, pursuant to which, substantially concurrently with (but
immediately prior to) the consummation of the Arrangement, Paulson will cause its affiliates to contribute all of their interests in
Donlin Gold Holdings LLC, a Delaware limited liability company, and Donlin Gold Holdings II LLC, a Delaware limited liability company,
as applicable, to New NovaGold in exchange for shares of voting and non-voting common stock of New NovaGold (with Paulson’s voting
common stock of New NovaGold to be capped at 19.99%), as applicable, the number of which will be determined based on a ten percent (10%)
discount to the equity value of Paulson’s forty percent (40%) ownership interest in Donlin Gold LLC, a Delaware limited liability
company, implied by the equity value of NovaGold based on the ten (10)-day volume-weighted average price of the NovaGold Shares as of
July 21, 2026, and (iv) an Investor Rights Agreement (the “Investor Rights Agreement”), between New NovaGold and
Paulson, which sets forth Paulson’s rights and obligations with respect to New NovaGold following the consummation of the Arrangement.
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the announcement of the Arrangement
and related transactions, NovaGold intends to provide supplemental information regarding the Arrangement Agreement, the Master Implementation
Agreement, the Contribution Agreement and the Investor Rights Agreement, and to file copies of such agreements as exhibits, in a subsequent
Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1
attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as
expressly set forth by specific reference in such filing.
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, NovaGold Corporation 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 NovaGold Corporation 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, NovaGold Corporation 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; 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; 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, 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 the expectations of NOVAGOLD management’s
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
In connection with the proposed Transactions,
NOVAGOLD expects to file a proxy statement on Schedule 14A with the SEC and applicable Canadian Securities Regulators that will be mailed
or otherwise disseminated to security holders of NOVAGOLD seeking their approval of the transactions-related proposals. NOVAGOLD also
may file other documents with the SEC and applicable Canadian Securities Regulators regarding the proposed Transactions. None of the
securities to be issued pursuant to the proposed Transactions are anticipated to be registered under the U.S. Securities Act of 1933,
as amended (the U.S. Securities Act”) or any U.S. state securities laws, and any securities issued in the transaction are anticipated
to be issued in reliance upon an exemption from such registration requirements under the U.S. Securities Act and applicable exemptions
under U.S. state securities laws. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC AND APPLICABLE CANADIAN SECURITIES REGULATORS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES TO THE PROPOSED TRANSACTIONS AND RELATED MATTERS. This communication is not a substitute for the proxy statement or any other document that NOVAGOLD may file in connection with the proposed
Transactions. Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be 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/.
Participants in the Solicitation
NOVAGOLD and certain of its directors and
executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies
in respect of the proposed Transactions. Information regarding NOVAGOLD’s directors and executive officers and other persons who
may be deemed to be participants in the solicitation of shareholders of NOVAGOLD in connection with the proposed Transactions and a description
of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement, which will be filed
with the SEC and applicable Canadian Securities Regulators. Information regarding NOVAGOLD’s directors and executive officers is
contained in NOVAGOLD’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on March 25,
2026. To the extent the holdings of the NOVAGOLD securities by the NOVAGOLD directors and executive officers have changed since the amounts
set forth in the proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. More detailed information
regarding the identity of potential participants in the proxy solicitation and a description of their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are filed with the SEC in connection
with the proposed Transactions. You may obtain free copies of these documents (when they become available) using the sources indicated
above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated July 22, 2026. |
| 104 |
|
Cover Page Interactive
Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 22, 2026 |
NOVAGOLD RESOURCES INC. |
| |
|
|
| |
By: |
/s/ Peter
Adamek |
| |
|
Peter Adamek |
| |
|
Vice President and Chief Financial Officer |
Exhibit 99.1
 | NEWS
RELEASE |
NOVAGOLD
ENTERS INTO DEFINITIVE AGREEMENTS
TO ACQUIRE 100%
OF DONLIN GOLD
| ► | NOVAGOLD
to acquire Paulson’s Donlin Gold Holdings1 interests in Donlin Gold in an
all-share transaction, creating a leading U.S.-domiciled gold developer with approximately
US$4.2 billion equity value2 |
| ► | Consolidation
to streamline project development and financing |
| ► | Deal
is accretive to NOVAGOLD on all key metrics and preserves NOVAGOLD’s independence |
| ► | Dr. Thomas
S. Kaplan and John Paulson to Co-Chair the new company |
All amounts are in U.S. dollars unless
otherwise stated
July 22, 2026 – Vancouver,
British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD”) (NYSE American, TSX: NG) and Paulson Advisers LLC and their
affiliates (“Paulson”) are pleased to announce that they have entered into a series of definitive agreements (the “Transaction
Agreements”) on July 21, 2026, pursuant to which NOVAGOLD’s ownership interest in Donlin Gold LLC (“Donlin Gold”)
will be increased from 60% to 100%, as a result of NOVAGOLD’s acquisition of Paulson’s 40% ownership interest in Donlin Gold
in an all-share transaction.
Pursuant to the Transaction Agreements,
the new company, NovaGold Corporation (“New NG”), would be a Delaware corporation intended to be listed on the NYSE, of which
current NOVAGOLD shareholders (inclusive of Paulson’s equity interest) would own approximately 65% and Paulson would indirectly
receive approximately 35% on a fully diluted basis in exchange for its ownership interest in Donlin Gold. Inclusive of its existing equity
ownership in NOVAGOLD, Paulson would own approximately 40% of the economic interest while its voting interest in New NG would be capped
at 19.99%. The arrangement agreement, dated as of July 21, 2026, by and among NOVAGOLD, New NG and Paulson (the “Arrangement
Agreement”), and the transactions contemplated thereby (the “Arrangement”) are subject to NOVAGOLD shareholder approval,
court approval, regulatory approvals and customary closing conditions, and are expected to close in the fourth quarter of 2026 (the “Effective
Date”).
Substantial Benefits to NOVAGOLD
Stakeholders
The transformative transaction is expected
to deliver substantial benefits to NOVAGOLD stakeholders, including:
| ► | Creates
a leading U.S. gold developer, with an approximately US$4.2 billion equity value and 100%
ownership of Donlin Gold, whose projected annual 1.3-million-ounce gold production in its
first decade and 1.1-million-ounce gold production over the 27-year mine life is expected
to render it the largest gold development project in the U.S.; |
| ► | Generates
immediate accretion to NOVAGOLD shareholders on multiple key metrics, including: |
| ► | Net
asset value per share; |
| ► | Gold
reserves and resources per share, through the addition of over 16 million ounces of measured
and indicated resources, inclusive of 13 million ounces contained in proven and probable
reserves in a safe and stable jurisdiction that is supportive of responsible development;
and |
1 Donlin Gold Holdings LLC
and Donlin Gold Holdings II LLC are 100% wholly-owned by Paulson.
2 Equity value based on NOVAGOLD’s
closing share price of $5.63 per share on July 21, 2026 multiplied by total shares outstanding.
| ► www.novagold.com Page 1 of 7 |
 | NEWS
RELEASE |
| ► | Projected
attributable production metrics increased by over 520,000 ounces of annual gold production
in the first 10 years. |
| ► | Streamlines
corporate decision-making and increases operational and capital efficiency at Donlin Gold,
while preserving NOVAGOLD’s independent governance through specific lock-up, standstill
and voting restrictions; |
| ► | Establishes
a single point of contact for engagement with key stakeholders, including longstanding Donlin
Gold landowners, Calista Corporation (“Calista”) and The Kuskokwim Corporation
(TKC); |
| ► | 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; |
| ► | Creates
a better aligned structure with the formation of a new U.S.-domiciled parent company; and |
| ► | Enhances
potential future strategic opportunities for NOVAGOLD. |
Transaction Details
Pursuant to the Arrangement Agreement,
New NG would acquire all issued and outstanding common shares of NOVAGOLD in exchange for 1.0 New NG share of voting common stock for
each NOVAGOLD common share (the “Consideration Shares”) in accordance with the Arrangement. Substantially concurrently with
(but immediately prior to) the consummation of the Arrangement and pursuant to a contribution agreement, dated as of July 21, 2026,
by and between New NG and Paulson (the “Contribution Agreement”),Paulson would cause its relevant affiliates to contribute
all of their equity interests (the “Paulson Interests”) in Donlin Gold Holdings LLC (“Donlin Gold Holdings”)
and Donlin Gold Holdings II LLC, as applicable, to New NG in exchange for shares of voting common stock and non-voting common stock of
New NG, as applicable, which the number of New NG common stock will be determined on a 10% discount to the equity value of Paulson’s
40% ownership interest in Donlin Gold implied by the equity value of NOVAGOLD based on the 10-day volume-weighted average price of NOVAGOLD
common shares as of July 21, 2026 as set forth in the Contribution Agreement. Upon completion of the transactions contemplated by
the Transaction Agreements (the “Transactions”), current NOVAGOLD shareholders (inclusive of Paulson’s equity interest)
would own approximately 65% of New NG and Paulson would indirectly receive approximately 35% of New NG on a fully diluted basis in exchange
for its ownership interest in Donlin Gold. Inclusive of its existing equity ownership in NOVAGOLD, Paulson would own approximately 40%
of the economic interest in New NG which is inclusive of a 19.99% voting interest.
The New NG shares that would be issued
to Paulson pursuant to the Contribution Agreement will be subject to a lock-up period that expires upon the earliest of: (i) completion
of the Donlin Gold project financing, (ii) Paulson owning less than 10% of the issued and outstanding equity securities of New NG3,
and (iii) the 3-year anniversary of the Effective Date. In addition, Paulson has entered into an investor rights agreement with
New NG, which contains, among other things, customary standstill provisions and voting restrictions, including the agreement to vote
its shares in New NG in accordance with the New NG Board of Directors’ recommendation on director nominations. Paulson’s
obligations under the lock-up and voting restrictions fall away in certain limited circumstances where Paulson or its designees are not
nominated to the New NG Board of Directors or Nominating and Governance Committee in accordance with the Transaction Agreements.
3 Through dilution by New
NG equity issuances or other reduction in ownership permitted under the Transaction Agreements outside of the lock-up period.
| ► www.novagold.com Page 2 of 7 |
 | NEWS
RELEASE |
The New NG Board of Directors will be
co-chaired by Dr. Thomas S. Kaplan and John Paulson and expanded from 10 to 11 directors. Upon the Effective Date, Paulson will
have the right to nominate two directors (including John Paulson as Co-Chair and member of the Corporate Governance & Nominating
Committee), as long as its equity ownership remains above 15% of the issued and outstanding common shares of New NG, and one director
as long as its equity ownership remains between 10% and 15% of the issued and outstanding common shares of New NG. If Paulson’s
equity ownership falls below 10%, it will no longer have an automatic contractual right to nominate any director. Paulson intends to
nominate Paulson Partner Marcelo Kim as the second board designee to the New NG Board.
The Arrangement would be effected by
way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of
the courts and the approval of at least 66 2/3% of the votes cast by the shareholders of NOVAGOLD voting in person or represented by
proxy at a special NOVAGOLD shareholders’ meeting to consider the Arrangement.
The directors and certain senior officers
of NOVAGOLD as well as Electrum Strategic Resources L.P. and Paulson—which collectively represent approximately 28% of NOVAGOLD’s
issued and outstanding common shares4—have entered into voting support agreements, pursuant to which they have agreed,
among other things, to vote their NOVAGOLD shares in favor of the Transactions. In addition to NOVAGOLD shareholder approval, the Transactions
will be subject to all requisite stock exchange approvals and NYSE listing of the New NG shares (including, if applicable, any shareholder
approvals required by the relevant stock exchanges with respect to the Transactions), regulatory approvals, court approvals and customary
closing conditions, and are expected to close in the fourth quarter of 2026.
John Paulson said: “Consolidating
our interest in Donlin into NOVAGOLD enhances Donlin’s organizational structure and will facilitate, streamline and expedite the
development of the Donlin mine. As the major shareholder of New NG, I share the conviction that Donlin Gold is a world class gold
investment. I look forward to developing this magnificent project as Co-Chair, with Tom Kaplan and our teams. In addition, NOVAGOLD will
be redomiciled to the U.S., the home of Donlin Gold, which is quite simply the best jurisdiction in the world for gold investors. I look
forward to applying our joint expertise to advance the interests of all shareholders.”
Dr. Thomas S. Kaplan, NOVAGOLD’s
Chairman, said: ”As underscored by last year’s game-changing and operationally seamless joint acquisition by NOVAGOLD
and Paulson of Barrick Mining Corporation’s 50% interest in Donlin Gold, John Paulson and his team’s steadfast and loyal
commitment as a partner and shareholder have been absolutely integral to NOVAGOLD’s continued success. Since 2009, he and I have
been fully aligned in our belief that Donlin Gold constitutes a “holy grail” for gold mining investors — as well as
the ultimate expression of a shared view that the most successful investing in this space comes through superlative-rich, differentiated
Tier 1 assets that achieve maximum leverage to gold in a jurisdiction where one can keep the fruits of that leverage. The accretive consolidation
of 100% of what is projected to become America’s largest single gold mine, located in Alaska — already the second largest
gold producing state in the U.S. — now takes that conviction to a whole new level. Positioning NOVAGOLD as a leading gold developer,
this combination of thoroughly committed stakeholders is thus, for us all at NOVAGOLD, a dream come true. For John to join me as Co-Chairman
is a show of massive confidence in our partnership, making an already brilliant “win-win” transaction that much more gratifying…and
after 16 years of our investments in Donlin Gold, a most natural evolution.”
4 Does not include Options,
PSUs, DSUs and Warrants. Percentage is based on information provided by each director, senior officer and investors (Paulson and Electrum
Strategic Resources L.P.) that executed a Voting Agreement on July 21st, 2026 in connection with the proposed Transactions
and issued and outstanding common shares as of July 21, 2026.
| ► www.novagold.com Page 3 of 7 |
 | NEWS
RELEASE |
Greg Lang, NOVAGOLD’s President
and CEO, said: “We at NOVAGOLD could not be more excited that this exceptional partnership is now heading to the next level.
Our combination epitomizes the ultimate “smart” consolidation transaction in the gold industry that aligns the interest of
everyone involved, and I feel immense pride at seeing it happening. Paulson has been a true partner in every sense of the word —
whether initially as a very long-standing shareholder, or indeed more recently at the project level, supporting the successful advancement
of the leading gold development asset in the United States. Accretive to NOVAGOLD shareholders on key metrics, the more streamlined structure
that will emerge under New NG will progress Donlin Gold that much more efficiently — and at reduced operating costs. Our absolute
focus will remain on completing the Bankable Feasibility Study (BFS) with the contractors and on pursuing a full range of financing options
in parallel, while continuing to prioritize safety, environmental best practices, community engagement, and workforce development with
landowners, Calista and TKC.”
Donlin Gold – Building a Path
to America’s Largest Gold Mine
Donlin Gold combines rare scale, high-grade
open-pit mineralization, multi-decade mine life potential, competitive operating costs, substantial exploration upside, and the advantage
of operating in a stable and predictable mining jurisdiction. This unique set of attributes distinguishes the Donlin Gold project among
global gold development assets.
The current resource of approximately
40 million ounces of Measured and Indicated Mineral Resources (560 million tonnes at an average grade of 2.22 grams per tonne5,
inclusive of Mineral Reserves) — more than twice the industry average grade6 — underscores the quality and robustness
of the deposit. Donlin Gold is expected to produce approximately 1.1 million ounces annually7 for 27 years and 1.3 million
ounces annually8 for the first full ten years of operation given the higher grade in those initial years.
5 Donlin Gold data as per
the report titled “NI 43-101 Technical Report on the Donlin Gold project, Alaska, USA”, dated as 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”, dated November 30, 2025 (the “2025 Technical Report Summary”). 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 Reserve and Resources have been estimated in accordance with NI 43-101 and S-K 1300.
6 As of June 2026, S&P
Global Market Intelligence reports that the global industry average grade for open-pit and underground gold deposits with over 1 million
ounces in Measured and Indicated Mineral Resources, inclusive of Mineral Reserves, is 1.04 g/t. In comparison, Donlin Gold’s grade
is 2.22 g/t, more than double the industry average.
7 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.
8 Anticipated average annual
gold production during the first ten full years of the mine if put into production as contemplated in the 2025 Technical Report and the
2025 Technical Report Summary.
| ► www.novagold.com Page 4 of 7 |
 | NEWS
RELEASE |
Importantly, the resource corresponds
to approximately three kilometers of an eight-kilometer mineralized trend, representing only 7.5% of the broader land package. With limited
systematic exploration completed to date, multiple opportunities remain for further resource growth along strike and for potential new
discoveries beyond that trend. Donlin Gold’s ongoing exploration planning is designed to expand existing resources and evaluate
new targets across the largely underexplored property, supporting our objective of continuing to unlock long-term value as the Donlin
Gold project advances.
NOVAGOLD intends to advance the Transactions
concurrently with the ongoing Donlin Gold workstreams to support an integrated BFS and to position the Donlin Gold project for the next
phase of development following completion of the study and the Donlin Gold project financing.
Canadian and U.S. Federal Income
Tax
The transaction is intended to be a
tax-free exchange for U.S. federal income tax purposes. The transaction is expected to be a taxable disposition for NOVAGOLD shareholders
for Canadian income tax purposes. Further information regarding both United States and Canadian tax treatment of the transaction will
be provided in the information statement and proxy circular in connection with the shareholders’ meeting to be called to obtain
shareholder approval of the transaction.
Board of Directors’ Recommendations
The NOVAGOLD Board of Directors, after
receiving financial and legal advice, has determined that (i) the Consideration Shares to be received in the Arrangement by NOVAGOLD
shareholders under the Arrangement Agreement, taking into account the Transactions, are fair, from a financial point of view, to such
NOVAGOLD shareholders, other than Paulson and (ii) the Arrangement is in the best interests of NOVAGOLD. The NOVAGOLD Board of Directors
unanimously recommends that NOVAGOLD shareholders vote in favor of the Arrangement.
NOVAGOLD has retained Citi to provide
a fairness opinion to the NOVAGOLD Board of Directors, dated July 21, 2026, to the effect that, as of the date of such opinion,
and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth
therein, the Consideration Shares to be received in the Arrangement by the NOVAGOLD shareholders under the Arrangement Agreement, taking
into account the transactions contemplated by the Transaction Agreements, are fair, from a financial point of view, to the NOVAGOLD shareholders,
other than Paulson.
Advisors and Counsel
In connection with the transaction,
NOVAGOLD has retained Citi to serve as exclusive financial advisor while Skadden, Arps, Slate, Meagher & Flom LLP, and Blake,
Cassels & Graydon LLP are serving as legal counsel to NOVAGOLD. In addition, Kleinberg, Kaplan, Wolff & Cohen, P.C.,
Goodmans LLP and Chipman Brown Cicero & Cole, LLP are serving as legal counsel to Paulson.
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Conference Call & Webcast
Details
NOVAGOLD’s conference call and
webcast to discuss the transaction will take place July 22, 2026, at 8:00 am PT (11:00 am ET). The webcast and conference
call-in details are provided below.
| Video Webcast: |
www.novagold.com/investors/events |
| | North American callers: |
1-833-752-3655 |
| | International callers: |
1-647-846-8520 |
Scientific and Technical Information
Paul Chilson, P.E., who is the Manager,
Mine Engineering for NOVAGOLD and a Qualified Person under NI 43-101 and S-K 1300, has approved the scientific and technical information
in this release.
About NOVAGOLD
NOVAGOLD is a well-financed gold development
company focused on advancing the Donlin Gold project in Alaska, one of the world’s safest and most stable mining jurisdictions.
The Donlin Gold project contains approximately 40 million ounces of gold in the Measured and Indicated Mineral Resource categories (560
million tonnes at an average grade of 2.22 grams per tonne, inclusive of Proven and Probable Mineral Reserves, on a 100% basis)9.
Considered one of the largest and highest grade known open-pit gold deposits, the Donlin Gold project is expected to produce more than
one million ounces of gold annually over an estimated 27-year mine life once in production10. The Donlin Gold project is being
advanced with its Alaska Native landowners — Calista and TKC.
About Donlin Gold Holdings
Donlin Gold Holdings, 100% wholly owned
by Paulson, is the 40% owner of the Donlin Gold project. Donlin Gold Holdings and NOVAGOLD together own 100% of Donlin Gold and share
equal voting and operating control.
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
9 Refer to footnote
6.
10 Refer to footnote 7.
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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, NovaGold Corporation 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 NovaGold Corporation 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, NovaGold Corporation 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; 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; 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, 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 the expectations of NOVAGOLD management’s
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
In connection with the proposed Transactions,
NOVAGOLD expects to file a proxy statement on Schedule 14A with the SEC and applicable Canadian Securities Regulators that will be mailed
or otherwise disseminated to security holders of NOVAGOLD seeking their approval of the transactions-related proposals. NOVAGOLD also
may file other documents with the SEC and applicable Canadian Securities Regulators regarding the proposed Transactions. None of the
securities to be issued pursuant to the proposed Transactions are anticipated to be registered under the U.S. Securities Act of 1933,
as amended (the U.S. Securities Act”) or any U.S. state securities laws, and any securities issued in the transaction are anticipated
to be issued in reliance upon an exemption from such registration requirements under the U.S. Securities Act and applicable exemptions
under U.S. state securities laws. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC AND APPLICABLE CANADIAN SECURITIES REGULATORS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES TO THE PROPOSED TRANSACTIONS AND RELATED MATTERS. This communication is not a substitute
for the proxy statement or any other document that NOVAGOLD may file in connection with the proposed Transactions. Investors will be
able to obtain free copies of the proxy statement (when available) and other documents that will be 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/.
Participants in the Solicitation
NOVAGOLD and certain of its directors
and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed Transactions. Information regarding NOVAGOLD’s directors and executive officers and other persons
who may be deemed to be participants in the solicitation of shareholders of NOVAGOLD in connection with the proposed Transactions and
a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement, which
will be filed with the SEC and applicable Canadian Securities Regulators. Information regarding NOVAGOLD’s directors and executive
officers is contained in NOVAGOLD’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on
March 25, 2026. To the extent the holdings of the NOVAGOLD securities by the NOVAGOLD directors and executive officers have changed
since the amounts set forth in the proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected
on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC.
More detailed information regarding the identity of potential participants in the proxy solicitation and a description of their direct
or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are
filed with the SEC in connection with the proposed Transactions. You may obtain free copies of these documents (when they become available)
using the sources indicated above.
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