NOVAGOLD RESOURCES INC. (NYSE:NG) (TSX: NG) closed its previously announced upsized public offering of 47,850,000 common shares of NOVAGOLD at a price to the public of $3.75 per share. All of the shares are being offered by NOVAGOLD. Gross proceeds from the upsized offering totaled approximately $179.4 million. NOVAGOLD has granted the underwriters a 30-day option to purchase up to 7,177,500 additional common shares at the public offering price, less underwriting discounts and commissions.

Concurrently with the proposed upsized public offering, the Company also closed a private placement for 17,173,853 common shares for gross proceeds of approximately $64.4 million.

NOVAGOLD intends to use the net proceeds of $234.1 million from the offering and the concurrent private placement described above to fund the purchase price for NOVAGOLD’s previously announced acquisition¹ of an additional 10% ownership interest in Donlin Gold LLC and to use the remaining net proceeds, if any, for general corporate purposes including updating the feasibility study.

Citigroup, RBC Capital Markets, BMO Capital Markets and Canaccord Genuity acted as joint book-running managers for the public offering. National Bank of Canada Financial Markets, Scotiabank and Morgan Stanley also acted as joint book-running managers for the public offering.

A shelf registration statement on Form S-3 relating to the offered common shares was filed with the Securities and Exchange Commission (SEC) on April 23, 2025 and automatically became effective upon filing. The final prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the joint book-running managers: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146; and RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at (877) 822-4089, or by email to equityprospectus@rbccm.com; and BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036 by email to bmoprospectus@bmo.com. You may also obtain these documents free of charge by visiting the SEC’s website at www.sec.gov.

The shares issued in the concurrent private placement have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and were issued pursuant to an exemption from the Securities Act to investors that qualify as “accredited investors” under the Securities Act. The shares issued in the concurrent private placement have been issued to non-residents of Canada pursuant to exemptions from certain Canadian securities laws and are subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in Canada or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The concurrent private placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as a certain >10% shareholder of the Company (the “Insider“) subscribed for an aggregate of 13,333,334 Common Shares for aggregate proceeds of $50 million. The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 with respect to the Insider participation in the concurrent private placement as the fair market value of the consideration of the securities issued to the related party did not exceed 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the participation of the Insider in the concurrent private placement at least 21 days before closing of the concurrent private placement as the participation of the Insider was not determined at that time.

About NOVAGOLD

NOVAGOLD is a precious metals company focused on the development of the Donlin Gold project. Located in Alaska, one of the safest mining jurisdictions in the world, the Donlin Gold project is regarded as one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world.