NOVAGOLD RESOURCES INC

NovaGold Resources Inc. has entered into an Arrangement Agreement with NovaGold Corporation (New NovaGold) and Paulson Advisers LLC. Under the agreement, New NovaGold will acquire all outstanding common shares of NovaGold through an arrangement under the Business Corporations Act (British Columbia). Each NovaGold share will be exchanged for one share of New NovaGold voting common stock, and existing equity awards and warrants will be assumed or adjusted. The NovaGold Board has unanimously recommended that shareholders vote in favor of the Arrangement.

NOVAGOLD RESOURCES INC. announced definitive agreements to acquire Paulson Advisers LLC's 40% interest in Donlin Gold, bringing NOVAGOLD's ownership to 100%. This all-share transaction will create a new Delaware corporation, NovaGold Corporation, with current NOVAGOLD shareholders owning approximately 65% and Paulson owning about 35% on a fully diluted basis. The deal is expected to be accretive to NOVAGOLD shareholders, streamline project development, and establish a leading U.S. gold developer with an estimated US$4.2 billion equity value. The transaction is anticipated to close in the fourth quarter of 2026, subject to shareholder, court, and regulatory approvals.

NOVAGOLD RESOURCES INC. announced an all-share transaction to acquire Paulson's 40% ownership interest in Donlin Gold, increasing NOVAGOLD's stake to 100%. The deal involves forming a new U.S.-domiciled company, NovaGold Corporation ("New NG"), with an estimated US$4.2 billion equity value. Current NOVAGOLD shareholders will own approximately 65% of New NG, while Paulson will receive approximately 35% on a fully diluted basis, holding a 40% economic interest with voting capped at 19.99%. The transaction, expected to close in Q4 2026, aims to streamline project development and financing for Donlin Gold, which is projected to be the largest gold development project in the U.S.

NOVAGOLD reported a reduced net loss for the second quarter and first six months of fiscal year 2026. The company significantly increased its cash and term deposits, driven by a $310.2 million private placement completed in February 2026. Strategically, NOVAGOLD increased its ownership in the Donlin Gold project to 60% in June 2025 and amended its promissory note with Barrick, including a $100 million prepayment option.

NOVAGOLD RESOURCES INC. filed its second quarter 2026 report, announcing a net loss of $25.5 million and earnings per share of ($0.06) for the quarter ended May 31, 2026. Despite the loss, the company maintained a robust treasury with $370.2 million in cash and term deposits. Significant progress was reported on the Donlin Gold project's Bankable Feasibility Study (BFS), with engineering integration advancing under Fluor's leadership. The company also highlighted ongoing stakeholder engagement and efforts to defend its permitting position, with a decision pending from the Alaska Supreme Court on a Clean Water Act challenge.

NOVAGOLD RESOURCES INC. announced it will release its 2026 second quarter report before market open on June 24, 2026. This will be followed by a conference call and video webcast at 8:00 am PT (11:00 am ET). President and CEO Greg Lang and Vice President and CFO Peter Adamek will discuss the financial results, company activities, and developments in the Donlin Gold Bankable Feasibility Study, among other initiatives.

NOVAGOLD RESOURCES INC. held its 2026 Annual Meeting of Shareholders on May 14, 2026, where all seven proposals were approved. Shareholders elected all director nominees, appointed PricewaterhouseCoopers LLP as auditors, and approved amendments to the Stock Award Plan, Performance Share Unit Plan, and Deferred Share Unit Plan. Additionally, a non-binding resolution approving executive compensation was passed, and shareholders voted for an annual frequency for future Say-on-Pay votes. A total of 74.45% of the company's shares were represented at the meeting.

NOVAGOLD RESOURCES INC. announced that all seven proposals presented at its Annual General Meeting of Shareholders on May 14, 2026, were approved, and all director nominees were elected. A significant 74.45% of the company's shares were represented at the meeting, reflecting strong shareholder participation. The company also highlighted its extensive shareholder engagement efforts during the proxy season, reaching out to holders of approximately 96% of its voting common shares.

NOVAGOLD RESOURCES INC. announced the publication of its 2025 Sustainability Report, providing a comprehensive overview of the company's environmental, social, and governance (ESG) performance. The report highlights NOVAGOLD's strong health and safety record, ongoing commitment to environmental stewardship, sustained community investment, active stakeholder engagement, and robust corporate governance practices. It also emphasizes the company's investment in Donlin Gold LLC and its alignment with globally recognized sustainability disclosure frameworks, including TCFD, TNFD, and GRI standards.

NOVAGOLD RESOURCES INC. announced its 2026 Annual General Meeting of Shareholders will be held virtually on May 14, 2026, at 1:00 p.m. PDT. Shareholders will vote on the election of Directors, appointment of external auditors, equity-based compensation plans, and executive compensation. Following the formal meeting, Chairman Dr. Thomas S. Kaplan and President and CEO Greg Lang will discuss the strategic case for gold and provide an update on the Donlin Gold project.