• 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

NOVAGOLD RESOURCES INC. (NYSE American:NG) (TSX: NG) and Paulson Advisers LLC and their affiliates are pleased to announce that they have entered into a series of definitive agreements on July 21, 2026, pursuant to which NOVAGOLD’s ownership interest in Donlin Gold LLC 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, 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, and the transactions contemplated thereby 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.

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
  • 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.

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.”

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.

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.

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.