NovaGold to acquire Paulson's 40% Donlin Gold stake for ~35% of new Delaware entity

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

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

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

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.

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 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%.

Pursuant to 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. ... 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 NG, and (iii) the 3-year anniversary of the Effective Date. ... 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.

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 tonne, inclusive of Mineral Reserves) — more than twice the industry average grade — underscores the quality and robustness of the deposit. Donlin Gold is expected to produce approximately 1.1 million ounces annually for 27 years and 1.3 million ounces annually for the first full ten years of operation given the higher grade in those initial years.