NOVAGOLD Files and Mails Materials for Special Meeting to Approve Proposed Acquisition of 100% of Donlin Gold

- Shareholders are being asked to vote on, among other things, the previously announced Transactions pursuant to which NOVAGOLD would acquire the 40% interest in Donlin Gold held by Paulson Advisers LLC and its affiliates in an all-share transaction, increasing NOVAGOLD’s ownership from 60% to 100%. asserted

- NOVAGOLD’s Board of Directors unanimously recommends that shareholders vote FOR each resolution set forth in the Circular and Proxy Statement. asserted

Shareholders are encouraged to vote well in advance of the proxy voting deadline on October 30, 2026, at 10:00 a.m. (Vancouver Time). asserted

NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) today announced that it has filed and commenced mailing its management information circular and definitive proxy statement (the “Circular and Proxy Statement”) and related proxy materials (collectively, the “Meeting Materials”) for the special meeting of shareholders to be held on November 3, 2026 (the “Meeting”). asserted

At the Meeting, shareholders of record at the close of business on September 23, 2026 (the “Record Date”) will be asked to consider and, if deemed advisable, approve, with or without variation, (i) a special resolution (the “Arrangement Resolution”) approving a Plan of Arrangement (the “Arrangement”), relating to the transactions announced on July 22, 2026, pursuant to which, subject to the satisfaction of certain closing conditions, upon the consummation thereof, NovaGold Corporation, a newly incorporated Delaware company (“New NOVAGOLD”), would become the ultimate parent of NOVAGOLD and its subsidiaries and would acquire the 40% interest in Donlin Gold LLC (“Donlin Gold”) held by Paulson Advisers LLC and certain of its affiliates (collectively, “Paulson”) through Donlin Gold Holdings LLC (“Donlin Gold Holdings”)1, increasing NOVAGOLD’s ownership from 60% to 100% in its Tier One2 gold development project in Alaska (the “Transactions”), and (ii) the other resolutions summarized below, each of which is described in greater detail in the Circular and Proxy Statement. asserted

NOVAGOLD’s Board of Directors (the “Board”) unanimously recommends that shareholders vote FOR the Arrangement Resolution and each other resolution described below. asserted

Citigroup Global Markets Inc. (“Citi”) also delivered an opinion that, as of the date of the opinion and subject to the assumptions, qualifications and limitations set out in the Circular and Proxy Statement, the consideration to be received by NOVAGOLD shareholders, other than Paulson, is fair from a financial point of view. asserted

The Meeting Materials, which contain important information about the Arrangement, the other matters to be considered at the Meeting, voting procedures and the factors considered by the Board in making its unanimous recommendation, are available at www.NewNOVAGOLD.com and under NOVAGOLD’s issuer profiles on SEDAR+ at www.sedarplus.ca and EDGAR, the SEC’s website, at www.sec.gov. asserted

Shareholders are urged to read the Meeting Materials carefully and in their entirety before voting. asserted

About the Meeting The Meeting will be held on November 3, 2026 at 10:00 a.m. (Vancouver Time) at 1133 Melville Street, Suite 3500, Vancouver, British Columbia, V6E 4E5. asserted

Shareholders will be asked to vote on the Arrangement Resolution and the other resolutions summarized below, each of which is described in greater detail in the Circular and Proxy Statement. asserted

The Board unanimously recommends that shareholders vote FOR each resolution. asserted

Pursuant to the interim order of the Supreme Court of British Columbia, dated September 24, 2026, shareholders will be asked to vote on a special resolution approving the Arrangement, pursuant to an arrangement agreement entered into by and among NOVAGOLD, New NOVAGOLD, which will be the ultimate parent of NOVAGOLD and its subsidiaries as a result of the Arrangement (“Post-Arrangement New NOVAGOLD”), and Paulson on July 21, 2026 (the “Arrangement Agreement”), under Division 5 of Part 9 of the Business Corporations Act (British Columbia), all as more particularly described in the Circular and Proxy Statement. asserted

The full text of the Arrangement Resolution is set out in Appendix A to the Circular and Proxy Statement. asserted

- Equity Plan Resolution: Shareholders will be asked to vote on an ordinary resolution to approve the adoption of the New NOVAGOLD 2026 Omnibus Incentive Plan (the “Equity Plan Resolution”). asserted

Shareholders will be asked to vote on an ordinary resolution to approve the adoption of the New NOVAGOLD Employee Stock Purchase Plan (the “New NOVAGOLD ESPP Resolution”). asserted

- NOVAGOLD ESPP Resolution: Shareholders will be asked to vote on an ordinary resolution to approve the adoption of the NOVAGOLD Employee Share Purchase Plan (the “NOVAGOLD ESPP Resolution”). asserted

- Compensation Resolution: Shareholders will be asked to vote on an ordinary resolution to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to NOVAGOLD’s named executive officers in connection with the Arrangement Agreement and the related Transactions (the “Compensation Resolution”). uncertain

Following the completion of the Arrangement, Post-Arrangement New NOVAGOLD is expected to have a market capitalization of approximately $4.9 billion (based on a per share closing price of NOVAGOLD of $7.25 on September 15, 2026). asserted

- Immediate Accretion to Shareholders: Generates immediate accretion to shareholders on multiple key metrics, including: (i) net asset value per share; (ii) gold Reserves and Resources per share, through the addition of approximately 16 million ounces of Measured and Indicated Resources, inclusive of approximately 13 million ounces contained in Proven and Probable Reserves in a safe and stable jurisdiction that is supportive of responsible development; and (iii) projected attributable production metrics increased by over 520,000 ounces of annual gold production in the first 10 full years.4 - Enhanced Operational Efficiency: Streamlines corporate decision-making and increases operational and capital efficiency at the Donlin Gold Project by consolidating 100% ownership under a single corporate parent, eliminating duplicative governance structures and enabling a more streamlined approach to development opportunities and market conditions, while preserving NOVAGOLD’s independent governance through specific lock-up, standstill and voting restrictions. asserted

Post-Arrangement New NOVAGOLD and its subsidiaries will continue to carry on the business currently carried on by NOVAGOLD and its subsidiaries. asserted

The Arrangement is not currently expected to result in any material changes in business, jobs, management, operations, properties, locations of any offices or facilities or number of employees. asserted

The Board believes that the opportunity to enhance long-term value for shareholders will be greater as a U.S.-domiciled company than as a Canada-domiciled company. asserted

Post-Arrangement New NOVAGOLD is expected to have a larger market capitalization and will be listed on the NYSE upon completion of the Arrangement, which the Board believes will increase visibility, access to the capital markets and liquidity for shareholders. asserted

The Board believes that Post-Arrangement New NOVAGOLD’s enhanced financial profile and larger market capitalization are expected to improve its ability to access the capital markets on favorable terms and provide greater financial flexibility to fund the development of the Donlin Gold Project. asserted

- Improved Structure: Creates a better aligned structure with the formation of a new U.S.-domiciled parent company that will be listed on the NYSE. asserted

- Fairness Opinion: The fairness opinion from Citi that, as of July 21, 2026, based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi described in such opinion, the consideration to be received in the Arrangement by the shareholders, taking into account the Transactions, is fair, from a financial point of view, to the shareholders (other than Paulson). asserted

- Support by Directors, Executive Officers and Key Shareholders: Pursuant to certain voting agreements, the directors and certain executive officers of the Company, as well as Paulson (as an existing shareholder) and Electrum Strategic Resources L.P. (NOVAGOLD’s largest shareholder as of the Record Date) (collectively, the “NOVAGOLD Locked-Up Shareholders”), have agreed, among other things, to vote all of the common shares of the Company (“NOVAGOLD Shares”) held by them, including any NOVAGOLD Shares issuable upon exercise or redemption of certain options to purchase NOVAGOLD Shares and other convertible securities of NOVAGOLD (as applicable to the vote), in favour of the Transactions, including the Arrangement Resolution. asserted

The NOVAGOLD Locked-Up Shareholders collectively own approximately 28% of the outstanding NOVAGOLD Shares as of the Record Date. asserted

- Ability to Respond to Unsolicited Superior Proposals: Under the terms of that certain master implementation agreement, effective as of July 21, 2026, entered into by and among NOVAGOLD, New NOVAGOLD, NOVAGOLD Resources Alaska Inc. and Paulson (the “Master Implementation Agreement”), the Board will remain able to respond to any unsolicited bona fide written proposal if the Board determines in good faith that such proposal constitutes or would reasonably be expected to lead to a “Superior Proposal” under the terms of the Master Implementation Agreement and where the failure to take such action would be inconsistent with its fiduciary duties, subject to certain conditions including providing notice to New NOVAGOLD and Paulson and complying with such person’s match rights, that is not expected to deter other potential interested buyers, if any. asserted

- Negotiated Transaction: The Arrangement Agreement is the result of a comprehensive negotiation process with New NOVAGOLD and Paulson that was undertaken by the Company and its legal and financial advisors. asserted

New NOVAGOLD’s and Paulson’s obligations to complete the Transactions are subject to a limited number of conditions that the Company believes are reasonable in the circumstances. asserted

- Shareholder Approval: The Arrangement must be approved by not less than two-thirds (2/3) of the votes cast by shareholders present in person or represented by proxy at the Meeting. asserted

- Regulatory Approval: The Arrangement must be approved by the Supreme Court of British Columbia, which will consider, among other things, the fairness and reasonableness of the Arrangement to shareholders. asserted

The terms of the Arrangement provide that shareholders as of the Record Date who oppose the Arrangement may, upon compliance with certain conditions, exercise dissent rights and, if ultimately successful, receive fair value for their NOVAGOLD Shares. uncertain

The terms of the Arrangement Agreement provide a condition to closing for NOVAGOLD (subject to Paulson’s consent) to terminate the Arrangement in the event that the dissent rights exercised exceed 10%. asserted

Additional information regarding the benefits of the Arrangement and the factors considered by the Board is included in the Circular and Proxy Statement and at www.NewNOVAGOLD.com. asserted

Shareholders are encouraged to review the Meeting Materials carefully and vote as soon as possible. asserted

Shareholders may vote online, by telephone or by mail by following the instructions on the voting form received. uncertain

Shareholders who have questions or require voting assistance should contact the appropriate advisor based on location: asserted