NovaGold enters definitive agreement to reorganize under Paulson-backed Delaware entity

On July 21, 2026, NovaGold Resources Inc. (“NovaGold” or the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”) with NovaGold Corporation, a Delaware corporation (“New NovaGold”), and Paulson Advisers LLC, a Delaware limited liability company (“Paulson” or the “Investor”), pursuant to which, among other things, and on the terms and subject to the conditions thereof, New NovaGold will acquire all of the issued and outstanding common shares of NovaGold (the “NovaGold Shares”) by way of an arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of NovaGold (the “Plan of Arrangement”). The Board of Directors of the Company (the “NovaGold Board”) has unanimously determined that the Arrangement is in the best interests of the Company and has resolved to recommend that the Company’s shareholders vote in favor of the Arrangement.

Pursuant to the Arrangement Agreement and Plan of Arrangement, at the effective time of the Arrangement (the “Effective Time”), each NovaGold Share (other than any NovaGold Share held by New NovaGold and any NovaGold Shares in respect of which a NovaGold Shareholder has validly exercised his, her or its dissent right) will be exchanged for one share of voting common stock of New NovaGold, par value $0.001.

each outstanding option to purchase NovaGold Shares (each, a “NovaGold Option”) will be assumed by New NovaGold (each, an “Assumed NovaGold Option”) and become an option to purchase shares of New NovaGold voting common stock (“New NovaGold Voting Shares”) on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as were applicable to such NovaGold Option immediately prior to the Effective Time. The number of New NovaGold Voting Shares subject to an Assumed NovaGold Option will be equal to the number of NovaGold Shares subject to such NovaGold Option immediately prior to the Effective Time and the per share exercise price for the New NovaGold Voting Shares issuable upon exercise of an Assumed NovaGold Option will be equal to the exercise price per NovaGold Share at which such NovaGold Option was exercisable immediately prior to the Effective Time

The obligations of NovaGold and New NovaGold to complete the Arrangement are subject to the satisfaction or waiver of certain customary conditions set forth in the Arrangement Agreement, including, but not limited to: (1) the approval and adoption of the Arrangement Resolution by the NovaGold Shareholders at the NovaGold Meeting in accordance with the Interim Order, (2) the granting of the Interim Order and Final Order of the Supreme Court of British Columbia, (3) the absence of any legal restraint prohibiting, enjoining or making illegal the consummation of the Arrangement ... (5) evidence of NYSE approval of the listing and posting for trading of the Consideration Shares upon completion of the Arrangement ... The Arrangement Agreement contains certain termination rights in favor of each Party, including the right of any party to terminate if ... (3) the Effective Time does not occur on or prior to March 31, 2027 (the “Outside Date”)

On the Effective Date, the New NovaGold Board will consist of eleven (11) directors. John Paulson and Thomas Kaplan will be appointed as initial co-chairs of the New NovaGold Board. Paulson is entitled to designate two (2) board nominees (“Board Designee”) for so long as Paulson, together with its affiliates, beneficially owns more than fifteen percent (15%) of the issued and outstanding New NovaGold Shares, one (1) board nominee if it beneficially owns between ten percent (10%) and fifteen percent (15%) of the issued and outstanding New NovaGold Shares, and no board nominees if it ceases to own at least ten percent (10%). The initial Board Designees on the Effective Date are John Paulson and Marcelo Kim.

So long as Paulson beneficially owns greater than twenty percent (20%) of the issued and outstanding New NovaGold Shares, New NovaGold may not partake in the following without the approval of a majority of the directors, which majority must include John Paulson (or, if he is not then serving, a Board Designee), among other things, (1) acquisitions or dispositions exceeding ten percent (10%) of New NovaGold’s market cap, (2) amendments to New NovaGold’s charter and bylaws that materially and adversely affect Paulson’s rights, (3) amendments to New NovaGold’s committee charters that materially and adversely affect Paulson’s rights (subject to applicable law), (4) bankruptcy filings (subject to applicable law), (5) filing material tax returns or forms, (6) related party transactions exceeding US $120,000, (7) activities outside the ordinary course of business, (8) incurring indebtedness, issuing debt securities or equity securities (other than Excluded Securities (as defined in the Investor Rights Agreement)) or issuing options or warrants, in each case, exceeding US $100,000,000 individually or in aggregate.

Until the earliest to occur of (i) the completion of the project financing for the Donlin Gold project, (ii) Paulson and its affiliates beneficially owning less than ten percent (10%) of the issued and outstanding equity securities of New NovaGold, or (iii) the three (3)-year anniversary of the Effective Date, Paulson has agreed not to transfer equity securities acquired on or following the Effective Date in connection with the Contribution, subject to certain exceptions for transfers to controlled affiliates, transfers following a board-recommended tender offer and Paulson’s New NovaGold Shares, issued upon conversion under the Arrangement Agreement of the NovaGold equity securities (including NovaGold Warrants) that Paulson held immediately prior to the Effective Date.

Pursuant to the D&O Voting Agreements, the directors and senior officers of the Company party thereto have agreed, among other things, to vote their respective NovaGold Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. ... Pursuant to the Investor Voting Agreements, each of Paulson and Electrum has agreed, among other things, to vote its respective NovaGold Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement

WHEREAS concurrently with the execution of this Agreement, New NovaGold, NovaGold and Paulson Advisers LLC (“Paulson”) have entered into an arrangement agreement (the “Arrangement Agreement”) to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the “NovaGold Arrangement”).

at the NovaGold Meeting or any other meeting of shareholders of NovaGold (including in connection with any separate vote of any sub-group of shareholders of NovaGold that may be required to be held and of which sub-group the Securityholder forms part) (a “Securityholder Voting Event”) called to vote upon the Arrangement and, if applicable, the transactions contemplated by the Transaction Agreements, including the NovaGold Arrangement Resolution, or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the transactions contemplated by the Transaction Agreements, including the NovaGold Arrangement Resolution is sought, the Securityholder shall cause its Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares (which have a right to vote at such meeting) in favour of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution

The Securityholder hereby irrevocably appoints New NovaGold, and any individual designated in writing by New NovaGold, and each of them individually, as the Securityholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Securityholder, to vote its Subject Shares, or grant a consent or approval in respect of its Subject Shares, at the NovaGold Meeting (or at any adjournment or postponement thereof) in a manner consistent with Section 2.1 if, and only if, the Securityholder has not voted such Subject Shares in a manner consistent with Section 2.1 prior to the applicable voting deadline for the NovaGold Meeting (or at any adjournment or postponement thereof).

by the Securityholder if: (i) any of the representations and warranties of New NovaGold in this Agreement shall not be true and correct in all material respects; (ii) New NovaGold shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written approval of the Securityholder, (A) there is a decrease in the amount of, or change in the form of, the consideration payable by New NovaGold for the Subject Securities pursuant to the Arrangement Agreement or the Plan of Arrangement, (B) any of the Transaction Agreements are amended in a manner that adversely impacts the Securityholder, (C) any of the Transaction Agreements are amended or modified, or any provision thereof is waived, in a manner that extends the Outside Date or imposes any additional conditions or obligations that would reasonably be expected to delay the consummation of the Arrangement beyond the Outside Date, (D) from and after the approval of the Arrangement Resolution by the Securityholders, any amendment, modification or action is taken that would require further approval of the Securityholders under applicable Law, or (E) NovaGold has entered into an agreement with respect to a Superior Proposal (as defined in the Master Implementation Agreement) in accordance with Section 5.8(c) of the Master Implementation Agreement

concurrently with the execution of this Agreement, New NovaGold, NovaGold and Paulson Advisers LLC (“Paulson”) have entered into an arrangement agreement (the “Arrangement Agreement”) to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the “NovaGold Arrangement”).

at the NovaGold Meeting or any other meeting of shareholders of NovaGold (including in connection with any separate vote of any sub-group of shareholders of NovaGold that may be required to be held and of which sub-group the Securityholder forms part) (a “Securityholder Voting Event”) called to vote upon the Arrangement, including the Arrangement Resolution, and to the extent contemplated by the NovaGold proxy statement, the other transactions contemplated by the Transaction Agreements, or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution is sought, and without in any way limiting the Securityholder’s right to vote its/his/her Subject Shares on any Unrelated Matter, the Securityholder shall cause its/his/her Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its/his/her Subject Shares (which have a right to vote at such meeting) in favour of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution

the Securityholder agrees not to, directly or indirectly, (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, charge, grant a security interest in or otherwise dispose (which shall not include any vesting, expiry or exercise of any Subject Securities in accordance with their terms), convey or encumber (each, a “Transfer”), or enter into any agreement, option, understanding or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement, or to satisfy the exercise price, costs and fees, and withholding and other tax obligations in connection with the exercise or vesting of such Subject Options, Subject DSUs, Subject PSUs or Subject Warrants, or (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement

This Agreement may be terminated by any party hereto upon the occurrence of any of the following events or circumstances:

(a) by New NovaGold if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to New NovaGold contained in this Agreement in all material respects;

(b) by the Securityholder if: (i) any of the representations and warranties of New NovaGold in this Agreement shall not be true and correct in all material respects; (ii) New NovaGold shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written approval of the Securityholder, (A) there is a decrease in the amount of, or change in the form of, the consideration payable by New NovaGold for the Subject Securities pursuant to the Arrangement Agreement or the Plan of Arrangement, (B) any of the Transaction Agreements are amended in a manner that adversely impacts the Securityholder, (C) any of the Transaction Agreements are amended or modified, or any provision thereof is waived, in a manner that extends the Outside Date or imposes any additional conditions or obligations that would reasonably be expected to delay the consummation of the Arrangement beyond the Outside Date ... . or (D) from and after the approval of the NovaGold Arrangement Resolution by the Securityholders, any amendment, modification or action is taken that would require further approval of the Securityholders under applicable Law; or

(c) the Effective Time has not occurred on or before the Outside Date.