NOVAGOLD Enters Into Definitive Agreements To Acquire 100 Percent Of Donlin Gold

NOVAGOLD RESOURCES INC. and Paulson Advisers LLC and their affiliates announced 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 percent to 100 percent, as a result of NOVAGOLD’s acquisition of Paulson’s 40 percent 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 percent and Paulson would indirectly receive approximately 35 percent 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 percent of the economic interest while its voting interest in New NG would be capped at 19.99 percent. The arrangement agreement, dated as of July 21, 2026, by and among NOVAGOLD, New NG and Paulson , and the transactions 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.

“We at NOVAGOLD could not be more excited that this exceptional partnership is now heading to the next level,” said Greg Lang, NOVAGOLD’s President and CEO. “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.”

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 in accordance with the Arrangement. Substantially concurrently with the consummation of the Arrangement and pursuant to a contribution agreement, dated as of July 21, 2026, by and between New NG and Paulson,Paulson would cause its relevant affiliates to contribute all of their equity interests) in Donlin Gold Holdings LLC 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 percent discount to the equity value of Paulson’s 40 percent 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, current NOVAGOLD shareholders would own approximately 65% of New NG and Paulson would indirectly receive approximately 35 percent 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 percent of the economic interest in New NG which is inclusive of a 19.99 percent voting interest.

“Consolidating our interest in Donlin into NOVAGOLD enhances Donlin’s organizational structure and will facilitate, streamline and expedite the development of the Donlin mine,” said John Paulson. “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.”

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 percent of the issued and outstanding equity securities of New NG[3], 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 percent of the issued and outstanding common shares of New NG, and one director as long as its equity ownership remains between 10 percent and 15 percent of the issued and outstanding common shares of New NG. If Paulson’s equity ownership falls below 10 percent, 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.

”As underscored by last year’s game-changing and operationally seamless joint acquisition by NOVAGOLD and Paulson of Barrick Mining Corporation’s 50 percent 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,” said Dr. Thomas S. Kaplan, NOVAGOLD’s Chairman. “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 percent 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.”

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 percent 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 percent of NOVAGOLD’s issued and outstanding common shares[4]—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.