NG

• The transaction will be executed via an arrangement under British Columbia law, with each NOVAGOLD share exchanged for one share of New NovaGold, a newly formed Delaware corporation.
• Paulson will receive approximately 35% of New NovaGold on a fully diluted basis, with its voting interest capped at 19.99%.
• The deal is expected to close in Q4 2026, subject to shareholder, court, and regulatory approvals.
• The combined company is projected to have an equity value of approximately US$4.2 billion, with Dr. Thomas S. Kaplan and John Paulson as Co-Chairs.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On July 21, 2026, NovaGold Resources Inc. entered into an Arrangement Agreement with New NovaGold and Paulson Advisers LLC.
• Equity awards (options, PSUs, DSUs) will be assumed or converted into equivalent New NovaGold awards.
• The arrangement is subject to shareholder approval, court approval, and other customary conditions, with an outside date of March 31, 2027.
• The transaction is intended to qualify as a tax-free exchange under Section 351 of the U.S. Internal Revenue Code.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Cash and term deposits totaled approximately $370.2 million as of May 31, 2026.
• Second quarter operational cash expenditures were $22.7 million, including $16.3 million for Donlin Gold and $6.4 million in corporate G&A.
• Bankable Feasibility Study (BFS) for Donlin Gold is advancing with Fluor as lead engineer, supported by WSP, Worley, and Hatch; targeted for completion in 2027.
• Alaska Supreme Court heard oral arguments in June 2026 on the Clean Water Act Section 401 certification; decision pending.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors with 317,132,167 votes for and 9,581,499 withheld.
• The amendment to the Stock Award Plan and unallocated entitlements thereunder was approved with 255,153,946 votes for and 40,312,819 against.
• Unallocated entitlements under the Performance Share Unit Plan and Deferred Share Unit Plan were approved with 264,889,270 and 268,987,469 votes for, respectively.
• The non-binding say-on-pay resolution passed with 214,048,542 votes for (72.30%), and shareholders chose an annual frequency for future advisory votes on executive compensation.
• A total of 326,713,666 shares, or 74.45% of issued and outstanding shares, were represented at the meeting.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• NOVAGOLD Resources Inc. furnished a presentation given at its 2026 Annual General Meeting of Shareholders on May 14, 2026, as Exhibit 99.1.
• NOVAGOLD and Paulson acquired Barrick's 50% stake in Donlin Gold, and a BFS (bankable feasibility study) work program has launched.
• The presentation highlights completed state and federal permitting for Donlin Gold, including the Final EIS and Joint Record of Decision.
• The report is furnished under Item 7.01 Regulation FD and is not deemed filed for SEC purposes.
• The presentation also lists top shareholders, including Electrum Strategic Resources (8.0%) and Paulson & Co. (5.5%), and analyst coverage from firms like BMO and RBC.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The report details the company's environmental, social, and governance (ESG) performance, including health and safety, community investment, and stakeholder engagement.
• It highlights NOVAGOLD's investment in Donlin Gold LLC and its collaboration with local communities in the Yukon-Kuskokwim region of Alaska.
• The report aligns with sustainability frameworks including TCFD, TNFD, and GRI standards.
• The report is available on NOVAGOLD's website, and the press release was furnished as Exhibit 99.1 to the 8-K.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• NOVAGOLD Resources Inc. will hold its 2026 Annual General Meeting of Shareholders virtually on May 14, 2026, at 1:00 p.m. PDT (4:00 p.m. EDT).
• Chairman Dr. Thomas S. Kaplan and President and CEO Greg Lang will discuss gold as a strategic asset and provide updates on the Donlin Gold project.
• The press release was furnished under Item 7.01 Regulation FD and is included as Exhibit 99.1 to the 8-K filed on May 1, 2026.
• The meeting will be held virtually only, with participation details and voting instructions in the Management Information Circular dated March 24, 2026.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Cash and term deposits totaled approximately $392.5 million as of February 28, 2026, after an upsized bought deal private placement raised net proceeds of about $294 million.
• First quarter operational cash expenditures were $20.8 million, including $15.5 million for Donlin Gold and $5.3 million for corporate G&A.
• Donlin Gold appointed Fluor as lead engineering firm for the Bankable Feasibility Study, expected to be completed in 2027, and awarded contracts to WSP, Worley, and Hatch.
• Donlin Gold signed a non-binding LOI with Glenfarne Alaska LNG to evaluate natural gas supply for the proposed mine's power plant.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits