NOVAGOLD RESOURCES INC. (NYSE: NG) (TSX: NG) is pleased to report that it has closed its previously announced upsized bought deal private placement of 31,020,000 common shares of the Company, at a price of US$10.00 per Common Share for gross proceeds of approximately US$310 million, which comprised the partial exercise of the over-allotment option and included two cornerstone investors.

BMO Capital Markets, RBC Capital Markets, and Scotiabank acted as underwriters and bookrunners and received an aggregate cash fee equal to 5% of the gross proceeds.

The Company intends to use the net proceeds of the Offering for expenditures associated with Donlin Gold activities, settlement of the Company’s prepayment option on the promissory note¹ with Barrick Mining Corporation (“Barrick”), and general corporate purposes.

The Common Shares were offered: (i) in each of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws; (ii) in the United States and elsewhere, pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and the applicable securities laws of any state of the United States; and (iii) in jurisdictions outside of Canada and the United States pursuant to prospectus, registration, and other exemptions under applicable securities laws. The Common Shares are subject to a minimum 6-month hold period from the closing of the Offering under applicable securities laws.

The securities were not offered, nor will they be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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 (560 million tonnes at an average grade of approximately 2.22 grams per tonne, in the Measured and Indicated Mineral Resource categories on a 100% basis)², inclusive of Proven and Probable Mineral Reserves, the Donlin Gold project is regarded to be one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world. 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.³

^{_____________________________________
1} As of November 30, 2025, the promissory note, including accrued interest, amounted to approximately $166.3 million. Concurrent with the closing of the Donlin Gold transaction on June 3, 2025 whereby Barrick sold its 50% interest in Donlin Gold to Donlin Gold Holdings LLC and NOVAGOLD Resources Alaska, Inc., the Company entered into an amended and restated secured promissory note with Barrick that provides the Company with the option to prepay the promissory note in full for $100 million on or before December 3, 2026. For more information regarding the amended and restated secured promissory note, refer to “Amended and Restated Promissory Note” in NOVAGOLD’s Management’s Discussion and Analysis for the year-ended November 30, 2025 available at www.sedarplus.ca.
² 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.
³ 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.