NOVAGOLD提交Q3报告及并购委托书：收购Paulson所持Donlin Gold剩余40%权益推进投票，但Q3亏损扩大、指引上调，核心交易早已公告

----- tm2627258d2_defa14a.htm -----
DEFA14A
1
tm2627258d2_defa14a.htm
DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨
Definitive Proxy Statement
x
Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
NOVAGOLD RESOURCES INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
The following is a presentation made by NOVAGOLD Resources
Inc. (“NOVAGOLD”) regarding its 2026 third quarter results on October 8, 2026:
DONLIN GOLD:
Building the path
to America’s
largest gold mine
O C T O B E R 8 , 2 0 2 6
TSX, NYSE AMERICAN: NG | NOVAGOLD.COM
PARTICIPANTS:
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Greg Lang
President and CEO
Peter Adamek
Vice President and CFO
Dr. Thomas Kaplan
Chairman
2
Cautionary Statements
Cautionary Statements
Cautionary Note Regarding Forward-Looking Statements
This communication includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the
meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward- looking statements are
frequently, but not always, identified by words such as “expects”, “continue”, “ongoing”, “anticipates”, “believes”, “intends”, “estimates”, “potential”,
“possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, “would” or “should” occur or be achieved. All
statements, other than statements of historical fact, included herein are forward-looking statements. These forward-looking statements include statements
regarding the expected outcomes of the Transactions; the ability of NOVAGOLD, NovaGold Corporation and Paulson to complete the Transactions on the
terms described herein, or at all, including receipt of required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals and
satisfaction of other customary closing conditions; the expected synergies related to the Transactions in respect of strategy, operations and other matters;
projections related to expansion; statements regarding the permitting, potential development, exploration, construction and operation of Donlin Gold;
repayment of the Barrick Mining Corporation promissory note and the timing thereof; anticipated timing of updated reports and/or studies including the
Donlin Gold BFS; and the impact of the Transactions on NovaGold Corporation and its stakeholders. Forward-looking statements contained herein are
based on a number of material assumptions, including but not limited to the following, which could prove to be inaccurate: the expected outcomes of the
Transactions, the ability of NOVAGOLD, NovaGold Corporation and Paulson to complete the Transactions on the terms described herein, or at all, including
receipt of required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals and satisfaction of other customary closing
conditions, the expected synergies related to the Transactions in respect of strategy, operations and other matters, projections related to expansion, our
ability to achieve production at Donlin Gold; the cost estimates and assumptions contained in the 2025 Technical Report and the 2025 Technical Report
Summary; estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying our
resource and reserve estimates; our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable; assumptions that
all necessary permits and governmental approvals will be obtained and the timing of such approvals; assumptions made in the interpretation of drill results,
the geology, grade and continuity of our mineral deposits; our expectations regarding demand for equipment, skilled labor and services needed for
exploration and development of mineral properties; operating or regulatory risks. Forward-looking statements are necessarily based on several opinions,
estimates and assumptions that management of NOVAGOLD considered appropriate and reasonable as of the date such statements are made, are
subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, activity, performance, or
achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are not historical
facts but instead represent the expectations of NOVAGOLD management’s estimates and projections regarding future events or circumstances on the
date the statements are made. Important factors that could cause actual results to differ materially from expectations include the need to obtain
additional permits and governmental approvals; the timing and likelihood of obtaining and maintaining permits necessary to construct and operate; the
need for additional financing to complete an updated feasibility study and to explore and develop properties; availability of financing in the debt and
capital markets; disease pandemics; uncertainties involved in the interpretation of drill results and geological tests and the estimation of reserves and
resources; changes in mineral production performance, exploitation and exploration successes; changes in national and local government legislation,
taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and
political or economic developments in the United States or Canada; the need for continued cooperation between the owners of Donlin Gold to advance
the Donlin Gold project; the need for cooperation of government agencies and Native groups in the development and operation of properties; risks of
construction and mining projects such as accidents, equipment breakdowns, bad weather, non-compliance with environmental and permit requirements,
unanticipated variation in geological structures, ore grades or recovery rates; unexpected cost increases, which could include significant increases in
estimated capital and operating costs; fluctuations in metal prices and currency exchange rates; whether or when a positive construction decision will be
made regarding the Donlin Gold project; and other risks and uncertainties disclosed in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q,
particularly the “Risk Factors” sections of those reports and other documents filed by NOVAGOLD with applicable securities regulatory authorities from time
to time. Copies of these filings may be obtained by visiting NOVAGOLD’s website at www.novagold.com, or the SEC’s website at www.sec.gov, or on
SEDAR+ at www.sedarplus.ca. The forward-looking statements contained herein reflect the beliefs, opinions and projections of NOVAGOLD on the date the
statements are made. NOVAGOLD assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should
they change, except as required by law.
Important Information and Where to Find It
In connection with the proposed Transactions, NOVAGOLD has filed relevant materials with the SEC and applicable Canadian securities regulators,
including, among other filings, a management information circular and definitive proxy statement on Schedule 14A on October 5, 2026. The management
information circular and proxy statement was first mailed or otherwise disseminated to shareholders of NOVAGOLD seeking their approval of the
Transactions-related proposals on or about October 5, 2026. INVESTORS AND SHAREHOLDERS OF NOVAGOLD ARE URGED TO READ THE MANAGEMENT
INFORMATION CIRCULAR AND DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC
AND APPLICABLE CANADIAN SECURITIES REGULATORS IN CONNECTION WITH THE TRANSACTIONS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES
TO THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders may obtain free copies of the management information circular and
proxy statement and other documents filed by NOVAGOLD with the SEC at http://www.sec.gov, the SEC’s website, under NOVAGOLD’s profile on SEDAR+
at www.sedarplus.ca, or from NOVAGOLD’s website https://novagold.com/investors/why-invest/.
Participants in the Solicitation
NOVAGOLD and certain of its directors and executive officers and certain other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed Transactions. Information regarding NOVAGOLD’s directors and executive officers and
other persons who may be deemed to be participants in the solicitation of shareholders of NOVAGOLD in connection with the proposed Transactions and
a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement, which will be filed with the SEC
and applicable Canadian Securities Regulators. Information regarding NOVAGOLD’s directors and executive officers is contained in NOVAGOLD’s proxy
statement for its 2026 annual meeting of shareholders, which was filed with the SEC on March 25, 2026. To the extent the holdings of the NOVAGOLD
securities by the NOVAGOLD directors and executive officers have changed since the amounts set forth in the proxy statement for its 2026 annual meeting
of shareholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership
on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the proxy solicitation and a description of their
direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are filed with the SEC in
connection with the proposed Transactions. You may obtain free copies of these documents (when they become available) using the sources indicated
above.
CAUTIONARY NOTE CONCERNING RESERVE & RESOURCE ESTIMATES
This presentation uses the terms “mineral resources”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. Mineral
resources that are not mineral reserves do not have demonstrated economic viability. You should not assume that all or any part of measured or indicated
mineral resources will ever be converted into mineral reserves. Further, inferred mineral resources have a great amount of uncertainty as to their existence
and as to whether they can be mined legally or economically. On October 31, 2018, the SEC adopted new mining disclosure rules (“S-K 1300”) that are
more closely aligned with current industry and global regulatory practices and standards, including National Instrument 43-101 – Standards of Disclosure for
Mineral Projects (“NI 43-101”). NOVAGOLD has elected to comply with S-K 1300 beginning with its fiscal year ended November 30, 2021.
While S-K 1300 is more closely aligned with NI 43-101 than the prior SEC mining disclosure rules, there are some differences. Notably, unlike NI 43-101, S-K 1300
requires that resources be disclosed exclusive of mineral reserves, and that mineral resources and reserves be disclosed on the basis of our interest in them.
NI 43-101 is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific
and technical information concerning mineral projects. Unless otherwise indicated, all resource estimates contained in this presentation have been
prepared in accordance with NI 43-101 and the CIM Definition Standards, as well as S-K 1300.
The resource and reserve estimates included in the 2025 Technical Report (as defined below) and the 2025 Technical Report Summary (as defined below)
have been prepared in accordance with NI 43-101 and S-K 1300, respectively.
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 contained in this presentation.
ALL DOLLAR AMOUNTS QUOTED IN THIS PRESENTATION ARE IN U.S. CURRENCY UNLESS OTHERWISE NOTED.
Qualified Person(s)
Edwin Peralta, P.E.
Henry Kim, P.Geo.
Jennifer Pretorius, P.Geo.
Paul Baluch, P.Eng.
Paul Dockweiler, P.Geo.
Rick Sisson, P.E.
Alan Drake, P.L.Eng
Wood Group USA Inc.
Geosyntec Consultants International, Inc.
Most Recent Disclosure
“NI 43-101 Technical Report on the Donlin Gold Project,
Alaska, USA” (“2025 Technical Report”)
prepared by Wood Group USA Inc. (“Wood”)
and Geosyntec Consultants International, Inc.
(“Geosyntec”), effective November 30, 2025.
“S-K 1300 Technical Report Summary on the Donlin
Gold project, Alaska USA” (“2025 Technical Report
Summary”) prepared by Wood and Geosyntec dated
November 30, 2025.
3 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
2026 THIRD QUARTER
HIGHLIGHTS
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Greg Lang
President and CEO
4
▪ NOVAGOLD shareholders to receive 1.0 New NG share of voting
common stock for each NOVAGOLD common share
▪ New NG Board of Directors to be co-chaired by Dr. Thomas Kaplan
and John Paulson
▪ NovaGold Corporation (New NG) domiciled in the U.S. as a Delaware
corporation with ~US$4.9 billion equity value1
following the transactions
▪ Current NOVAGOLD shareholders (inclusive of Paulson’s equity interest)
to own ~65% and Paulson to indirectly receive ~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 to own
~40% of the economic interest in New NG, with its voting interest
capped at 19.99%
▪ New NG shares issued to Paulson would be subject to a lock-up period3
and subject to customary standstill provisions
▪ Requires approval of at least 66 2/3% of the votes cast by NOVAGOLD
shareholders, subject to court, regulatory and stock exchange
approvals, NYSE listing and customary closing conditions
NOVAGOLD to Acquire Paulson’s Donlin
Gold Holdings interest in Donlin Gold in
an all-share transaction increasing its
ownership interest in Donlin Gold from
60% to 100% (the Transactions)
5
NOVAGOLD Enters Into
Definitive Agreements to
Acquire 100% of Donlin Gold
Proxy and Circular Filed and
Mailed on October 5, 2026
▪ Requires approval of at least 66 2/3% of the votes cast by
NOVAGOLD shareholders, subject to court, regulatory and
stock exchange approvals, NYSE listing and customary closing
conditions
▪ The Board of Directors unanimously recommends that
shareholders vote FOR all resolutions.
▪ Special Meeting of Shareholders will take place on
November 3, 2026
▪ Voting by Proxy Deadline: October 30, 2026 at 10:00am
Vancouver Time
▪ Expected to close in the fourth quarter 2026
Visit NewNOVAGOLD.com
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
See endnote for this slide in Appendix
See Mineral Reserves & Mineral Resources tables in Appendix
Substantial Benefits to NOVAGOLD Stakeholders
Enhanced Access to Capital
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
Strengthens Long-Term Alignment
New NG Board co-chaired by Dr. Thomas Kaplan and John Paulson -
providing continuity of ownership, oversight, and access to capital
Creates Better Aligned Structure
Creates a better aligned structure with the formation of a new U.S.-
domiciled parent company
Better Positioned for Strategic Opportunities
Enhances potential future strategic opportunities for NOVAGOLD
Creates Leading U.S. Gold Developer
~US$4.9 billion equity value1 and 100% ownership of Donlin Gold
Expected annual production of 1.3 Moz in the first 10 full years. Projected
attributable production metrics increased by over 520,000 ounces of annual
gold production in the first 10 full years2
Immediately Accretive for Shareholders
Transaction accretive on a Net Asset Value per share (NAVPS) and Gold
Reserves and Resources per share basis
Adds 16 Moz of M&I resources, inclusive of 13 Moz attributable P&P reserves for
a total of 40 Moz M&I resources, inclusive of 33 Moz reserves3
Enhances Operational Efficiency
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
Single Point of Contact
Establishes a single point of contact for engagement with key stakeholders,
including longstanding Donlin Gold landowners, Calista Corporation (Calista)
and The Kuskokwim Corporation (TKC)
See endnote for this slide in Appendix
See Mineral Reserves & Mineral Resources tables in Appendix
6 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
144.3
60.8
45.8
35.9
27.5
24.0
22.6
17.8
13.8
11.9
11.9
9.7
6.3
5.7
5.4
3.0
Agnico
Equinox
New NG
IAMGOLD
NOVAGOLD
SSR
Alamos
Discovery
ITH
F. Mining
Artemis
Dakota
Perpetua
Osisko
Skeena
Wesdome
3.3
1.1
0.9
0.8
0.8
0.7
0.4
0.4
0.3
0.3
0.3
0.3
0.2
0.2
0.2
0.2
Agnico
New NG
Equinox
Alamos
IAMGOLD
NOVAGOLD
ITH
SSR
Perpetua
F. Mining
Discovery
Artemis
Skeena
Wesdome
Osisko
Dakota
NOVAGOLD | Mining Forum Americas
Total Mineral Resources vs. Select North
American Gold Companies (Moz Au)
Best-in-Class Scale and Production Profile
7
Leading U.S. Gold Developer
Annual Production vs. Select North
American Gold Companies (Moz Au)2
# of Assets1
17
16
1
4
1
7
5
6
1
2
1
2
1
2
2
2
Producers Developers
NOVAGOLD | Year-End Report and Donlin Gold Update
See Mineral Reserves & Mineral Resources tables in Appendix
See endnote for this slide in Appendix
Source: Company filings and FactSet as of 9/17/2026.
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
$94.8
$13.7B
$13.2B
$10.6B
$7.0B
$6.8B
$6.4B
$4.9B
$3.9B
$3.6B
$3.2B
$2.6B
$0.9B
$0.8B
$0.7B
$0.6B
Agnico
Alamos
Equinox
IAMGOLD
SSR
Discovery
Artemis
New NG
Skeena
Wesdome
NOVAGOLD
Perpetua
Osisko
Dakota
F. Mining
ITH
8 NOVAGOLD | Year-End Report and Donlin Gold Update
New NG Market Capitalization vs. Select North American Gold Companies (US$B)
Merger Enhances Scale, Liquidity &
Market Appeal
8
Enhanced Capital Markets Relevance
Source: FactSet. Market data as of 10/06/2026.
(1) Figures as of September 15, 2026, as reported in the Definitive Information Circular and Proxy Statement dated September 28, 2026. Producers Developers
1
1
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
0.061
0.066
Standalone Resources
per Share to NOVAGOLD
Shareholders
Pro Forma Resources
per Share to NOVAGOLD
Shareholders
$15.48
$16.75
Standalone NAV
per Share to NOVAGOLD
Shareholders
Pro Forma NAV
per Share to NOVAGOLD
Shareholders
NOVAGOLD | Mining Forum Americas
See Mineral Reserves & Mineral Resources tables in Appendix
Accretion to NAVPS – Broker Consensus Basis
($/Share)
Immediately Accretive For
NOVAGOLD Shareholders
9
Value Creation
Accretion to Gold Resources per Share
(oz Au/Share)
8.2%
Accretion 8.4%
Accretion
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Pivotal Transaction Underpinned by Strong Partnership
between NOVAGOLD and Paulson
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 NOVAGOLD, 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 Dr. Thomas
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.
“
– John Paulson, Founder of Paulson Advisers
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
2 assets that achieve maximum leverage to gold in a
jurisdiction where one can keep the fruits of that leverage.
– Dr. Thomas Kaplan, NOVAGOLD’s Chairman
▪ Founded by John Paulson, Paulson is a private global
investment advisory firm headquartered in Palm Beach,
Florida
▪ Proven talent in seeing the “Big Trade” and identifying the
right vehicles with which to leverage those convictions
▪ One of NOVAGOLD’s longest-standing and most engaged
investors
▪ Post transaction, Paulson will become New NG’s top
shareholder with 39.7% pro forma ownership1
▪ A successful track record of investments in the gold space –
ranging from gold mine developers to major gold producers
Select Gold Mining Investments
The Paulson Advantage
See endnote for this slide in Appendix
10 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
$0.00
$2.00
$4.00
$6.00
$8.00
$10.00
$12.00
$14.00
$16.00
Jan-25 Mar-25 May-25 Jul-25 Oct-25 Dec-25 Feb-26 Apr-26 Jul-26 Sep-26
NG Price
The Paulson Partnership Has Been Catalytic
Strategic Alignment on the Path Forward Has Reignited Share Price
NG’s share
price has
risen ~139%
since April
21, 2025
NG and Paulson announce
$1B acquisition of Barrick’s
stake in Donlin Gold with
60/40 ownership structure
NG Raised $286M through
upsized public offering and
concurrent private placement
NG and Paulson’s Alaska
Site Visit Builds Momentum
in Donlin Gold’s Path to
Development
NG Reports High-Grade Drill Results
And Receives Positive Decision From
Alaska Supreme Court
NG Announces Closing of
$310M Private Placement and
Selects Fluor as Bankable
Feasibility Study (BFS) Lead
Source: FactSet. Market data as of 9/17/2026.
11 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
2026 THIRD QUARTER HIGHLIGHTS
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Government Affairs and Stakeholder Engagement
▪ Sustainability Communications Advisory Committee (SCAC) activities
– Meetings to discuss the Subsistence Plan and Barge Communication Plan
– Red Dog site tour
– Implemented a stakeholder tracking system to manage regional outreach on the pipeline
corridor
▪ Calista, TKC, and various Alaska trade associations and government staff site tours
▪ Collaboration with Calista and TKC through their respective annual meetings
▪ Project briefings with Senator Dan Sullivan, State Senator Matt Claman, and candidate Mary
Peltola
Regional Investment and Events
▪ Participated in student engagement across local communities and provided support for Alaska
EXCEL to create professional and educational opportunities for rural Alaska youth
▪ Supported regional safety programs, including the sponsorship of the Iron Dog helmet safety
program via Alaska Safe Riders and the distribution of life vests to communities along the Kuskokwim
River
▪ Completion of the 2026 George River salmon smolt monitoring program in partnership with the
Native Village of Napaimute, which involved sampling over 7,000 fish
Environmental Restoration
▪ Ongoing aquatic monitoring at Snow Gulch restoration site near the project to track habitat and
fish population diversity
Alaska EXCEL
Vernon Chimegalrea – Donlin Gold
Summer Safety Distribution Program
Donlin Gold
12
Natural Gas
Pipeline
BFS Scope of Work and Key Components
Technical Workstreams
▪ Ongoing geotechnical work, including drill holes and test pits at the plant
site, borrow sites, access corridor, and Jungjuk Port, as well as for EPCM
infrastructure
▪ Mine planning and design activities, including resource modelling and FEED,
are progressing as scheduled
▪ EPCM coordination for a Class 3 estimate is currently underway as part of a
disciplined approach to ensure a high-quality BFS
▪ Workstreams in progress for additional contractors
Timeline & Milestones
Specialist Contractors
Key Infrastructure Components Integration
Fluor continues to integrate major work packages and
coordinate with Specialist Contractors on key
infrastructure:
2027 Expected Completion of BFS
Comprehensive study delivery
Power
Plant
POX & Oxygen
Plant
Disciplined BFS Approach
▪ Fully integrating scope, engineering, cost and schedule
▪ Supporting a high-quality, investment-grade study
▪ Making steady and deliberate progress toward development
Advancing with an execution-focused approach informed by
longstanding experience in delivering large, multi-disciplinary projects
WSP Worley Hatch
13 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
2026 THIRD QUARTER HIGHLIGHTS
Donlin Gold
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
DONLIN GOLD
2026 THIRD QUARTER HIGHLIGHTS
Endeavour Financial
Independent mining & natural resources financing specialist
with expertise across project and structured finance, capital
markets, debt and equity solutions.
Macquarie Capital
Advisory, capital markets and principal investment arm of Macquarie
Group, with expertise in critical minerals, infrastructure and energy.
Strategy & Mandate
▪ Evaluate funding alternatives and execute a structured
project financing strategy
▪ Coordinate potential financiers, advance selected
funding avenues and support due diligence
▪ Provide tailored advice toward a final investment
decision following the BFS and related workstreams
▪ Advance financing initiatives in parallel with the BFS to
enhance flexibility and construction readiness
▪ Potential funding sources include project financing,
infrastructure financing, equity/debt, strategic partners,
sovereign wealth funds, and offtake agreements and
incentives
Appointment of Financial Advisors
14
Greg Lang, NOVAGOLD’s President and CEO said: “We are pleased to
appoint Endeavour and Macquarie to support our project financing efforts.
Their combined expertise in structuring large-scale, agency-supported
financings will be instrumental as we evaluate funding alternatives and
advance a disciplined financing strategy for Donlin Gold.
As we progress toward completion of the BFS, this work will support our
readiness for a final investment decision and position the project to
advance in a thoughtful and value-focused manner through the next
phase of development.”
2026 THIRD QUARTER
FINANCIAL RESULTS
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Peter Adamek
Vice President and CFO
15
Q3 2026 Operating Performance
$115.1M1
Cash & Term Deposits
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
$120
$100
$80
$60
$40
$20
Actual YTD 2025 Guidance
$0
2026 Budget
See endnotes for this slide in Appendix
(US$ millions)
Three months ended August 31,
2026 2025
General and administrative 1 $12.0 $6.3
Equity loss – Donlin Gold 24.0 7.4
Operating loss 36.0 13.7
Interest expense on promissory note 3.9 3.8
Interest income (3.8) (1.2)
Other income 2
(0.1) (0.7)
Net loss $36.0 $15.6
16
Q3 2026 Cash Flow
$115.1M1
Cash & Term Deposits
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Maintained strong treasury
position through prudent
financial management and
capital allocation.
See endnotes for this slide in Appendix
Three months ended August 31,
(US$ millions) 2026 2025
General and administrative 1 $(9.8) $(4.3)
Donlin Gold funding (24.8) (8.1)
Net Proceeds from issuance of equity - 25.5
Investment in Donlin Gold - (210.1)
Proceeds from sale of marketable securities 1.2 -
Interest income 3.8 1.2
Working capital and other 2.8 2.3
Change in cash and term deposits (26.8) (193.5)
Cash and term deposits:
Beginning 370.2 318.7
Ending $343.4 $125.2
17
Current Treasury and 2026 Guidance Update
Treasury Position
$343.4M1
Cash & Term Deposits
Category
(US$ Millions)
Year to Date,
as of Q3 2026 2026 Guidance Revised 2026
Guidance
Corporate G&A2 $23.2 $19.7 $31.2
Donlin Gold
Funding $56.7 $78.8 $78.8
Total Spending $79.9 $98.5 $110.0
Maintained strong treasury
position through prudent
financial management and
capital allocation
Spending Comparison (US$ millions)
$120
$100
$80
$60
$40
$20
Actual YTD 2025 Guidance
$0
2026 Budget
Corporate G&A Donlin Gold Funding
See endnotes for this slide in Appendix
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
▪ NOVAGOLD intends to exercise its option to prepay the Barrick
promissory note for $100M prior to the December 3, 2026 option expiry
date
▪ NOVAGOLD increased its fiscal 2026 operating expenditure guidance
by $11.5M to $110.0M, reflecting higher corporate G&A of $31.2M and
unchanged 2026 Donlin Gold funding guidance. The $11.5 million
increase reflects additional legal and other professional fees in support
of the transaction to acquire 100% of Donlin Gold
18
WHY
NOVAGOLD?
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Greg Lang
President and CEO
19
▪ Anticipated closing of the transaction to acquire 100% of
Donlin Gold
▪ Evaluating potential financing sources
▪ Recruiting for key roles
▪ BFS
▪ Advance engineering and technical workstreams
▪ Schedule and budget
▪ Maintaining/supporting permits and engaging with local
and government representatives
▪ Exploration program to evaluate new targets
Donlin Gold's Path To Production:
Funding Strategy & Milestones
Updated
Feasibility
Study
Received
Federal
Permits
Key State
Permits & Updated
Technical Reports
BFS Work
Underway
Project Readiness:
Detailed
Engineering,
Financing & FID
Construction
Capital Needs Potential Sources
▪ BFS & Engineering
Detailed design and study completion
▪ Construction
Major capital deployment phase
▪ Ongoing Project Costs
Community relations, health & safety,
external affairs, permitting, environment
▪ Project Financing
▪ Infrastructure Financing
▪ Equity/Debt Mix
▪ Strategic Partners
▪ Sovereign Wealth Funds
▪ Offtake Agreements & Incentives
Upcoming Catalysts
Updated Feasibility Complete BFS
Study; Fluor Selected
as BFS Lead; Specialist
Contractors Selected
Commercial
Production
Timing between completion of BFS and start of construction
will depend on development and financing strategy
informed by the BFS. Certain engineering, financing and
project readiness activities may occur concurrently
2011 2018 2020-2025 Q1 2026 2026 2027
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Endeavour & Macquarie
appointed as Financial
Advisors; NOVAGOLD to
Acquire 100% of Donlin Gold
Q3 2026
20
$3.0B $5.1B $7.4B $9.7B $12.0B $14.3B $16.6B
$2.0B
$3.4B
$4.9B
$6.4B
$8.0B
$9.5B
$11.0B
$5.1B $8.5B
$12.3B
$16.1B
$19.9B
$23.8B
$27.6B
$11.8B
$16.5B
$21.5B
$26.8B
$32.1B
$37.5B
$42.9B
$7.8B
$11.0B
$14.3B
$17.8B
$21.4B
$25.0B
$28.6B
$19.6B
$27.6B
$35.8B
$44.6B
$53.5B
$62.5B
$71.5B
Pro Forma NPV at 5%
Why NOVAGOLD?
Extraordinary Leverage to Gold... In a Jurisdiction That Will Allow You to Keep The Leverage1
Net Present Value (US$B)
$2,100 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000
$0B
$10B
$20B
$30B
$40B
$50B
$60B
$70B
$80B
NPV at 5% NPV at 0%
See endnote for this slide in Appendix
Pro Forma NPV at 0%
21 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
See Mineral Reserves & Mineral Resources tables in Appendix
0.4 Moz/yr 1
Select North and South American
gold development projects
Driving responsible
growth and value for
decades to come
New NG Annual Production (100% basis) “Donlin Gold is a world class gold
investment. I look forward to
developing this magnificent project
as Co-Chair, with Dr. Thomas Kaplan
and our teams.”
John Paulson
A Differentiated, Strategic Asset: Donlin Gold
Projected To Be America’s Largest Single Gold Mine
1.1 Moz/yr 2
Donlin Gold – 27-year LOM
3
Donlin Gold - First ten full years of operation
1.3 Moz/yr
22
See endnote for this slide in Appendix
Production Profile
Note: All figures are based on 100% Pro Forma ownership of Donlin Gold.
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Donlin Gold possesses a grade more than
double the global average, positioning it
as a premier asset in the sector
2x Global Average Average Gold Grade
▪ Donlin Gold's high grade provides resilience through
commodity price cycles
▪ Higher grade produces more ounces per tonne,
lowering cash cost per ounce (Donlin Gold: $831/oz
Gold3
)
Donlin Gold vs. Global Average
Strategic Value
2.5
2.0
1.5
1.0
0.5
Donlin Gold Global Average
1.05 g/t2
2.22 g/t1
0
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
See endnote for this slide in Appendix
Gold Advantage
23
Significant potential to
expand current resource
at depth and along strike
▪ A total of 40 Moz1
(100% basis) have
been defined in the ACMA and Lewis pits
with approximately 2,100 drillholes
totaling approximately 494,000 m
▪ Mineral Reserves and Mineral Resources
are contained in the ACMA and Lewis
pits occupying only 3 km of an 8 km
mineralized belt, representing only 7.5%
of the broader land package
See endnote for this slide in Appendix
See Mineral Reserves & Mineral Resources tables in Appendix
Extensive exploration
potential remains at
depth in the pits and
along strike from
Queen to Ophir
The Next Big Gold Discovery Could Be at Donlin Gold
Exploration Potential
Donlin Gold land package
8KM
MINERALIZATION
ZONE
ACMA AND
LEWIS PITS
FACILITIES
AIRSTRIP
24 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Permitting Stability & Alaska Readiness
De-Risked Path to Production in an Excellent Jurisdiction
State Permitting
Completed
Federal Permitting
Completed
✓ Air Quality
✓ Alaska Pollutant Discharge
Elimination System1
✓ Clean Water Act Section 401
Certification2
✓ Reclamation Plan3
✓ Title 16 Fishing Habitat
✓ Waste Management4
✓ Pipeline Right-of-Way
✓ Water Rights
Location, Location, Location
Alaska: Safe and Stable Mining
Jurisdiction
✓ Final Environmental Impact
Statement (EIS)5
✓ Joint Record of Decision
(ROD)5
✓ Section 10/404 (wetlands)
permit 5
✓ Pipeline and Hazardous
Materials Safety
2
nd Largest
Gold-producing state in the U.S.6
$4.5 Billion
Annual non-fuel mineral
production (6th in U.S.)7
$1.1 Billion Spend
On goods & services with
550+ Alaska businesses8
12,400 Jobs
Total direct & indirect
attributed to mining industry8
On-track
➢ Dam safety
(multi-year commitment)
➢ Submitted preliminary design
packages as next step in State
approval process
See endnotes for this slide in Appendix
25 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Getting the Donlin mine
to production will be
transformative for Alaska
and provide hundreds
of great paying jobs.”
“
– Governor Mike Dunleavy (@GovDunleavy) via X, July 23, 2025
26 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
▪ Calista selected the land — Alaska Native Claims Settlement Act of 1971
▪ Employment opportunities and economic benefits
▪ Exploration and mining lease
▪ Hiring preference: shareholders, spouses and descendants
▪ Bidder’s preference
▪ Contributions to scholarship program
Located on private lands designated by
law for mineral potential five decades
ago and owned by Alaska Native
Corporations
▪ Surface Use Agreement
▪ Contributions to Kuskokwim Educational Foundation scholarship
▪ Hiring preference: shareholders, spouses and descendants
▪ Bidder’s preference
27
Long-standing Engagement
with Alaska Native Corporations
A generational opportunity
Calista Corporation
The Kuskokwim Corporation
Sustainability and
Landowner Involvement
▪ Collaboration with Calista and TKC on environmental
programs, including baseline studies, monitoring, and
integration of Traditional Ecological Knowledge
▪ Engagement through community outreach and the
Subsistence Community Advisory Committee (SCAC) in
the Yukon-Kuskokwim (Y-K) region in Alaska
▪ In coordination with Calista and TKC, supports workforce
development through local hiring, training, and education
initiatives
Land Ownership
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Management & Project Development Teams
Execution Capabilities & Organizational Structure
Greg Lang
President & CEO
Former President of Barrick Gold North America with
extensive experience in mine building and operations
NOVAGOLD Tier One Management Team
Mélanie
Hennessey
VP, Corporate Communications
20+ years in financial markets,
governance, Indigenous relations,
sustainability, and crisis management
Ben
Machlis
VP & General Counsel
Former Dorsey & Whitney LLP Partner
with extensive legal expertise in
mining and natural resources
Richard
Williams
VP & COO
Led the design and construction
of the Pueblo Viejo project in the
Dominican Republic
Peter
Adamek
VP & CFO
Former VP, Finance of Hudbay
Minerals. Key role in financing and
construction sanctioning of
Constancia copper project in Peru
Frank Arcese
Project Director
Fluor
Lead EPCM Contractor
Recruitment continues for key BFS team to
support project execution
WSP
Power Plant
Worley
Pipeline
Hatch
POX & Oxygen Plant
Donlin Gold BFS Team
28 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Strong Institutional Support & Analyst Coverage
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
See endnote for this slide in Appendix
Shareholder Support
Top 10 Shareholders (Pro Forma)1 501.1 71.8%
1. Paulson Advisers 276.8 39.7%
2. Electrum Strategic Resources 95.9 13.7%
3. Lingotto Investment Management 36.8 5.3%
4. Fidelity Management & Research Co. 21.8 3.1%
5. BlackRock 17.2 2.5%
6. Vanguard 13.9 2.0%
7. Capital World Investors 12.3 1.8%
8. D.E. Shaw & Co. 9.5 1.4%
9. First Eagle Investment Management 9.2 1.3%
10. Van Eck Associates 7.7 1.1%
Analyst Coverage
BMO Capital Markets
Scotiabank
RBC Capital Markets
National Bank Financial
Morgan Stanley
Citigroup
Canaccord
29
High-Grade at Scale
40 Moz gold contained in
measured and indicated
mineral resources2 at 2.22 g/t
gold3
Production Profile
Slated to produce 1.1 Moz per year
over 27-year mine life - 1.3 Moz per
year in the first ten full years1
Donlin Gold is Simply Unique – A Long-Life, Federally Permitted
U.S. Asset with Scale and Upside Potential
Blue Sky
Exploration upside on strike and
at depth, and within the district
Jurisdictional Safety
Alaska is an excellent mining
jurisdiction – second largest gold
producer in U.S.
Land Ownership
Project located on private land
legally designated for mining
Permitting
Federal permits are in
hand and State permitting
is on-track4
Shareholder Support
Strong support from dedicated
long-term institutional investors
Experienced Team
Management team with
proven mine building expertise
in the Americas
Sustainability-Focused
Ecological stewardship, the
well-being of our people and
communities, and good governance
See endnote for this slide in Appendix
See Mineral Reserves & Mineral Resources tables in Appendix
t
30 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Q&A
31 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
See endnotes for this slide in Appendix
Appendix
Mineral Reserves
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
a) These Mineral Reserve estimates have been
prepared in accordance with NI 43-101,
2014 CIM Definition Standards, 2019 CIM
MRMR Best Practice Guidelines, and S-K
1300.
b) Rounding as required by reporting
guidelines may result in apparent
summation differences between tonnes,
grade, and contained metal content.
c) Tonnage and grade measurements are in
metric units. Contained gold is reported as
troy ounces.
Donlin Gold
Tonnage
Attributable to
NOVAGOLD
(kt)
Grade
(g/t Au)
Metal Content
Attributable to
NOVAGOLD
(koz Au)
Pro Forma
Tonnage
(kt)
Pro
Forma Metal
content
(koz Au)
Reserves1
Proven 5,692 2.29 419 9,487 698
Probable 297,194 2.02 19,260 495,324 32,099
Total P&P 302,887 2.02 19,678 504,811 32,797
*Figures attributable to NOVAGOLD reflect
its 60% Donlin interest. Pro forma figures are
presented on a 100% Donlin basis.
Donlin Gold approximate cut-off grades
(see Mineral Reserves and Resources Endnotes):
Reserves1
: 0.75 g/t gold
Resources2
: NSR $26.86/t
t = metric tonne
g/t = grams/tonne
oz = troy ounce
k = thousand
32
*Figures attributable to NOVAGOLD reflect
its 60% Donlin interest. Pro forma figures are
presented on a 100% Donlin basis.
Donlin Gold approximate cut-off grades
(see Mineral Reserves and Resources Endnotes):
Reserves1
: 0.75 g/t gold
Resources2
: NSR $26.86/t
t = metric tonne
g/t = grams/tonne
oz = troy ounce
k = thousand
Appendix
Mineral Resources
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
a) These Mineral Resource estimates have
been prepared in accordance with NI 43-
101, 2014 CIM Definition Standards, 2019
CIM MRMR Best Practice Guidelines, and S-K 1300.
b) Rounding as required by reporting
guidelines may result in apparent
summation differences between tonnes,
grade, and contained metal content.
c) Tonnage and grade measurements are in
metric units. Contained gold is reported as
troy ounces.
Donlin Gold
Tonnage
Attributable to
NOVAGOLD
(kt)
Grade
(g/t Au)
Metal Content
Attributable to
NOVAGOLD
(koz Au)
Pro Forma
Tonnage
(kt)
Pro
Forma Metal
content
(koz Au)
Resources2, exclusive of Reserves
Measured 859 1.18 33 1,432 54
Indicated 105,134 1.32 4,463 175,224 7,439
Total M&I 105,994 1.32 4,496 176,656 7,493
Inferred 44,656 1.87 2,690 74,426 4,483
Resources2, inclusive of Reserves
Measured 5,546 2.67 476 9,243 793
Indicated 330,436 2.21 23,517 550,727 39,195
Total M&I 335,982 2.22 23,993 559,970 39,988
Inferred 53,332 2.03 3,487 88,886 5,812
See endnotes for this slide in Appendix
33
Source: 2025 Technical Report and 2025 Technical Report Summary (100% basis).
Full technical reports available on NOVAGOLD’s website here:
https://www.novagold.com/properties/donlin_gold/technical_report
Appendix
Donlin Gold (100% Basis)
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Economic outcomes at $2,100/oz gold
After tax cash flow $19.6B
After tax NPV (5%) $5.1B
After tax IRR 10.3%
After tax payback 6.5 years
Average annual gold production
LOM 1.1 Moz
First 5 full years 1.4 Moz
Capital Costs
Initial capital costs $9.2B
Sustaining capital costs over LOM (27 years) $2.3B
LOM operating costs
Area $/t Processed $/t Mined $/oz Au
Mine operations 23.67 3.14 405
Processing operations 15.29 2.03 262
G&A 4.10 0.54 70
Land & royalty payments 5.48 0.73 94
Total (differences due to rounding) 48.54 6.44 831
34
Risk Management
Infrastructure Component Key Features / Description Mitigation & Management Measures
Pipeline (natural gas) 316-mile buried pipeline route.
• Optimized through the alternatives analysis in the Final EIS and JROD, including the selection of a more
economic LNG-to-pipeline fuel supply over diesel barging.
• Both state and federal ROWs have been permitted, supporting the project's infrastructure and access
requirements.
• The Compensatory Mitigation Plan offsets wetlands and stream impacts through targeted restoration and
preservation efforts.
Gas Supply
Cook Inlet, LNG imports and the
North Slope via the potential
Alaska LNG Pipeline.
• Opportunities for gas to be imported into Cook Inlet or potentially to be supplied from the North Slope via the
Alaska LNG Pipeline. An anchor customer like Donlin Gold is needed to bring in more gas supply to Alaska.
• Donlin Gold can be a large in-state off taker of gas from that project, which would drive down the price of
delivered gas to Southcentral.
• The development of the in-state infrastructure necessary to move gas from the North Slope could provide a
cost-effective reliable source of energy from the Donlin Gold project.
Tailings Storage Facility (TSF)
A cross-valley, downstream-constructed design with a lined
facility and a proposed dry closure.
• Rock fill downstream construction method to industry and Alaska guidelines.
• ITRB established.
• Seismic and PMP design inputs.
• Involvement of Alaska Native Corporations.
Logistics Barge Transportation, port facilities,
mine access road.
• Donlin Advisory Technical Review and Oversight Committee (DATROC) provides oversight and coordination
among stakeholders to ensure safe and environmentally responsible barge operations.
• The Barge Communication Plan facilitates real-time coordination with local communities and river users to
enhance safety and minimize conflicts.
• Bathymetric and river hydraulic studies completed inform safe navigation, equipment design, and
operational planning for changing river conditions.
• Marine engineers support the design of port facilities and marine equipment to ensure safety, efficiency, and
minimal environmental impact.
General Environmental &
Community Measures
Comprehensive baseline studies,
social and environmental
planning.
• Based on 25+ years of baseline data and includes measures for wetland restoration, cultural resource
protection, erosion control, and water quality management.
• Monitoring programs for air and water help identify and address impacts, with long-standing engagement
with Alaska Native Corporations involved to guide ongoing environmental stewardship.
Appendix
35 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Cautionary Statements ▪ Alaska Pollutant Discharge Elimination System and Waste Management
Permits remain administratively extended until renewed
▪ The Reclamation Plan approval remains administratively extended until 2027
▪ The Alaska Superior Court upheld the 401 Certification on May 6, 2025.
Earthjustice appealed to the Alaska Supreme Court and Donlin Gold’s and
the State of Alaska’s briefs were filed on November 25, 2025. Briefing before
the Alaska Supreme Court is complete and oral arguments were held June 3,
2026
▪ On November 14, 2025, Donlin Gold welcomed the Alaska Supreme Court's
decision affirming both the project's water rights permits for the mine and the
ADNR's approval of the State's ROW for the state-owned lands portion of the
proposed 316-mile natural gas pipeline
▪ In the Federal lawsuit challenging the 404 permit and BLM ROW, the
Federal District Court issued a decision on September 30, 2024, upholding
the Federal agencies’ analysis on two of the three issues raised
▪ The Court agreed with the plaintiffs that the federal agencies took too
narrow a view in analyzing the impact of a theoretical release from the
TSF
▪ On June 10, 2025, the Court issued its Order on remedy, rejecting
Earthjustice's request for the permits to be vacated, and remanded to the
Federal agencies to conduct a narrow supplemental analysis of the
potential environmental impacts of a larger hypothetical release from the
TSF
▪ On October 27, 2025, the Federal Permitting Improvement Steering
Council announced the FAST-41 coverage of the Donlin Gold project,
which will facilitate the efficient, transparent and accountable
completion of the supplemental analysis ordered by the Court
▪ On January 26, 2026, the U.S. Army Corps of Engineers issued a Notice of
Intent to prepare an SEIS for the Donlin Gold Project, focusing on the
impacts of a larger tailings release. The Draft SEIS was released on
September 23, 2026, and is now open for public comment through
October 23, 2026, with the Final SEIS targeted for completion in April 2027
under the FAST-41 schedule
State Permitting and Litigation Activities Federal Litigation
Appendix
Permitting and Litigation
36 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
▪ Commercial Discussions Underway: Donlin Gold signed non-binding LOI with Glenfarne
to evaluate potential Alaska LNG natural gas supply and related infrastructure to
power the mine
▪ Concept: ~316-mile natural gas pipeline to run from the existing
20-inch pipeline from the Anchorage area to site
▪ Permitting Status: Key Federal and State permits1
for the pipeline route have
been issued, establishing a clear regulatory pathway for development
▪ Next Steps: Advance commercial negotiations, refine development and construction
strategy, and align pipeline execution with project development timing
Donlin Gold Proposed Pipeline & Barging Route
Source: https://alaska-lng.com/
Alaska LNG Pipeline
See endnotes for this slide in Appendix
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Appendix
Pipeline and Barging Logistics
37
Cautionary Statements FAST-41 Acceptance & Supplemental Environmental Impact Statement (SEIS) Summary
▪ FAST-41 provides a coordinated federal review process with clear timelines and transparency.
Agencies must respond to court rulings while maintaining environmental protections
Why is a SEIS required?
▪ The 2018 EIS evaluated a 0.5% hypothetical tailings dam release
▪ The Alaska District Court (Sept. 30, 2024) ruled that a larger hypothetical spill should have been analyzed
▪ In June 2025, USACE and BLM were directed to supplement the EIS with this expanded scenario
What does it mean?
▪ No change to the tailings dam design and no increase in risk
▪ The SEIS adds an additional analysis to inform agency decisions
▪ Federal permits for Donlin Gold’s Tailings Storage Facility (TSF) remain in place
Safety & Oversight
▪ TSF is a rock-filled, downstream dam built on bedrock
▪ Continuous monitoring and approval by the Alaska Dam Safety Program at each phase
SEIS Process & Public Input
▪ Schedule: Notice of Intent (Completed), Draft SEIS (September 23, 2026), Final SEIS (April 23, 2027), and
Updated Joint Record of Decision (May 28, 2027)
▪ Led by USACE, with public comment opportunities
Appendix
38 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Capital Structure
As of October 2, 2026
Security Type Amount
Common shares issued and outstanding* 438,815,994
Options* 9,508,267
Warrants* 24,703,125
PSUs* 1,902,400
DSUs* 339,973
*As reported in the Company’s financial statements and regulatory filings.
39
Appendix
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Dr. Thomas
Kaplan
Chairman
▪ Chairman, CIO and CEO of The Electrum Group LLC,
a privately held natural resources investment
management company that controls a focused
portfolio of precious and base metals assets
▪ Chairman of Sunshine Silver Mining & Refinery
Company
Hume
Kyle
▪ Former Executive VP and CFO, Dundee Precious Metals
▪ Former VP, Finance and CFO of Fort Chicago Energy Partners,
L.P.
Dr. Elaine
Dorward-King
▪ Former Executive VP of Sustainability and External
Relations at Newmont Corporation
▪ Serves as a director of Sibanye-Stillwater, Kenmare
Resources plc, and Nevada Copper
Kalidas
Madhavpeddi
▪ Chair, Glencore plc
▪ Former SVP, Phelps Dodge for Global Business Development
▪ President of Azteca Consulting and director of Dundee
Precious Metals
Daniel
Muñiz
Quintanilla
▪ Chairman of Sinda Ltd.
▪ Vice-Chairman of Sunshine Silver Mining &
Refinery Company
▪ Founding Partner, Axkan Capital Partners S.L.
Kevin
McArthur
▪ Former CEO, Goldcorp, Glamis Gold, and Tahoe Resources
▪ Board Chair, First Quantum Minerals
Ali
Erfan
▪ Vice-Chairman of The Electrum Group LLC and
Investment Adviser to Electrum Strategic
Resources
▪ Director of Sunshine Silver Mining & Refinery
Company and Sinda Ltd.
▪ Former senior partner at 3i Group plc
Dawn
Whittaker
▪ Board Chair, Triple Flag Precious Metals Corp
▪ Former director, Sierra Metals, Detour Gold, and Kirkland Lake
Gold
Greg Lang
President
& CEO
▪ Former President of Barrick Gold North America
▪ Serves as director of Trilogy Metals
Ethan
Schutt
▪ Board Trustee, Alaska Permanent Fund Corporation
▪ Former Chief Legal Officer and Executive VP, Bristol Bay Native
Corporation, former CEO, Alaska Native Resource
Development LLC, Former SVP, Land and Energy
Development, Cook Inlet Region Inc.
Cautionary Statements
Board of Directors
40 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Cautionary Statements
SLIDE 5 - NOVAGOLD Enters Into Definitive Agreements to Acquire 100% of Donlin Gold
1. As of September 15, 2026.
2. So long as Paulson’s equity ownership remains above 15% of New NG's issued and outstanding common shares; one
director if its ownership remains between 10% and 15%; and no directors if its ownership falls below 10%.
3. Expires upon the earliest of: (i) completion of the project financing for Donlin Gold, (ii) Paulson beneficially owning <10% of
the issued and outstanding common stock of New NG and (iii) the 3-year anniversary of the Effective Date. This restriction is
relaxed in a fallaway event (as defined below) to permit Paulson to transfer up to 5% of New NG equity per calendar
quarter (on a cumulative basis).
4. Expires upon the earlier of: (i) 6-year anniversary of the Effective Date or (ii) 1-year anniversary of the Donlin Gold project
achieving sustained nameplate production.
5. This obligation falls away permanently upon Paulson or his designees ceasing to serve on the board / Nominating and
Governance Committee (other than as a result of voluntary resignation) and the NGC fails to approve a Paulson
replacement within 45 days in accordance with the IRA (“fallaway event”).
SLIDE 6 - Substantial Benefits to NOVAGOLD Stakeholders
1. As of September 15, 2026.
2. Anticipated average annual gold production during the first ten full years of the mine if put into production as
contemplated in the 2025 Technical Report and the 2025 Technical Report Summary. See “Cautionary note concerning
Reserve & Resource Estimates” and “Mineral Reserves & Mineral Resources” tables on slides 3, 32 and 33.
3. Represents 100% of measured and indicated resources, inclusive of mineral reserves, of which 60% is attributable to
NOVAGOLD. Donlin Gold is not in production, and a construction decision has not been made. For more information see
“Cautionary Note Concerning Reserve and Resource Estimates” and “Mineral Reserves & Mineral Resources” tables on
slides 3, 32 and 33.
SLIDE 7 - Best-in-Class Scale and Production Profile
1. Includes operating and development assets as well as non-primary gold assets.
2. Production reported as 2026E production for intermediate producers and LOM production for developers.
SLIDE 10 – Pivotal Transaction Underpinned by Strong Partnership between NOVAGOLD and Paulson
1. As of July 21, 2026.
2. NOVAGOLD defines a Tier One gold development project as one with a projected production life of at least 10 years,
annual projected production of at least 500,000 ounces of gold, and average projected cash costs over the production
life that are in the lower half of the industry cost curve
SLIDE 16 – Q3 2026 Operating Performance
1. Includes non-cash, share-based compensation expense of $2.3 million and $2.0 million in the third quarter of 2026 and
2025, respectively.
2. Includes change in fair value of marketable securities and foreign exchange gains and losses.
SLIDE 17 – Q3 2026 Cash Flow
1. Excludes non-cash, share-based compensation expense of $2.3 million and $2.0 million in the third quarter of 2026
and 2025, respectively.
SLIDE 18 – Current Treasury and 2026 Guidance Update.
1. NOVAGOLD cash and cash equivalents of $146.4 million, primarily held at three Canadian chartered banks with
investment grade credit ratings, and term deposits of $197.0 million held at two Canadian chartered banks and one
large U.S. bank with investment grade credit ratings and maturities of less than one year.
2. Excludes non-cash, share-based compensation expense.
SLIDE 21 – Why NOVAGOLD?
1. Donlin Gold estimates as per the 2025 Technical Report and the 2025 Technical Report Summary, except as noted below.
All dollar figures are in USD, represent 100% of the project of which NOVAGOLD’s share is 60%, and reflect after-tax net
present value (at 0% and 5% discount rates) of the Donlin Gold project using the reference date of start of Year -06 as the
first year of discounting. Gold price sensitivity was evaluated as part of the 2025 Technical Report and the 2025 Technical
Report Summary. At a 5% discount rate, the net present value is: ($787M) @ $1,470 gold; $1,206M @ $1,680 gold; $3,128M @
$1,890 gold; $5,058M @ $2,100 gold; $6,940M @ $2,310 gold; $8,681M @ $2,520 gold; and $10,235M @ $2,730 gold.
Additional sensitivity analysis at $2,500, $3,000, $3,500, $4,000, $4,500 and $5,000 gold was performed by the Company,
calculated on the same basis as the 2025 Technical Report and the 2025 Technical Report Summary. No adjustments were
made to capital and operating cost estimates for the additional sensitivity analysis. The project requires a gold price of
approximately $1,342 per ounce to break even on an undiscounted cash flow basis and a gold price of approximately
$1,554 per ounce to break even on a 5% discounted basis.
SLIDE 22 – A Differentiated, Strategic Asset: Donlin Gold Projected To Be America’s Largest Single Gold Mine
1. Average of comparison group data of 14 projects based on large (3Moz proven and probable mineral reserves cut off),
North/South American gold-focused development projects with >75% projected revenues from gold, as per latest
company public filings and websites as of October 2026.
2. Anticipated average annual gold production during full life of mine if put into production as contemplated in the 2025
Technical Report and the 2025 Technical Report Summary. See “Cautionary note concerning Reserve & Resource
Estimates” and “Mineral Reserves & Mineral Resources” tables on slides 3, 32 and 33.
3. Anticipated average annual gold production during the first ten full years of the mine if put into production as
contemplated in the 2025 Technical Report and the 2025 Technical Report Summary. See “Cautionary note concerning
Reserve & Resource Estimates” and “Mineral Reserves & Mineral Resources” tables on slides 3, 32 and 33.
SLIDE 23 – Donlin Gold vs. Global Average
1. Represents average grade of measured and indicated mineral resources, inclusive of mineral reserves. See “Cautionary
Note Concerning Reserve and Resource Estimates” and “Mineral Reserves and Mineral Resources” tables on slides 3, 32
and 33.
2. October 2026 average grade of open pit and underground deposits with gold as primary commodity and over 1Moz in
measured and indicated mineral resources, inclusive of mineral reserves, sourced from S&P Global Market Intelligence.
3. As per the 2025 Technical Report and 2025 Technical Report Summary, total life-of-mine operating costs are estimated at
$831 per ounce of gold.
SLIDE 24 – The Next Big Gold Discovery Could Be at Donlin Gold
1. Represents 100% of measured and indicated resources, inclusive of mineral reserves, of which 60% is attributable to
NOVAGOLD. Donlin Gold is not in production and a construction decision has not been made. For more information see
“Cautionary Note Concerning Reserve and Resource Estimates” and “Mineral Reserves & Mineral Resources” tables on
slides 3, 32 and 33.
Appendix - Endnotes
41 NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Cautionary Statements
SLIDE 25 – Permitting Stability & Alaska Readiness
1. Donlin Gold’s Alaska Pollutant Discharge Elimination System (APDES) is administratively extended by the Alaska
Department of Environmental Conservation while the renewal application is being processed, allowing the permit to
remain in effect until reissuance.
2. NOVAGOLD continues to support the State of Alaska in defending the Department of Environmental Conservation’s
(ADEC) Clean Water Act (CWA) Section 401 Water Quality Certification. Briefing before the Alaska Supreme Court is
complete and oral arguments were held June 3, 2026.
3. The Donlin Gold Reclamation Plan approval is administratively extended by the Alaska Department of Natural Resources
until January 2027, while the renewal application is under review.
4. The Donlin Gold Waste Management Permit is administratively extended by the Alaska Department of
Environmental Conservation while the renewal application is under review, allowing the existing permit to remain in
effect until reissuance.
5. In the Federal litigation challenging the Donlin Gold Joint Record of Decision, including the 404 permit and ROW for
portions of the pipeline crossing federal lands, the Court issued a decision on September 30, 2024. The decision upheld
the federal agencies’ analysis on two of the three issues raised in the litigation, but agreed with plaintiffs that the federal
agencies took too narrow a view in analyzing the impact of a theoretical release from the tailings storage facility.
Remedy briefing was completed in March 2025 and oral arguments on remedy were held on May 9, 2025. The District
Court issued its remand order on June 10, 2025, rejecting Plaintiff's request that the permits be vacated and ordering the
Federal Agencies to supplement the EIS with an analysis of a larger hypothetical release from the tailings storage facility.
A Notice of Intent to prepare a SEIS was issued in January 2026, and the public comment period for the scoping process
closed in February 2026. The Draft SEIS was released on September 23, 2026, and is now open for public comment
through October 23, 2026, with the Final SEIS targeted for completion in April 2027 under the FAST-41 schedule.
6. Per the USGS Mineral Commodity Summaries report – Table 3 - Value of Nonfuel Mineral Production in the United States
and Principal Nonfuel Mineral Commodities Produced in 2022.
7. Per the Bureau of Land Management- https://www.blm.gov/sites/default/files/docs/2021-06/BLM-AK-MineralsCritical-Renewable-Future-Infographic.pdf
8. Per Alaska Department of Natural Resources, Division of Geological & Geophysical Surveys report titled “2025 Alaska
Mining Industry Overview – Ready To Rumble” – https://dggs.alaska.gov/webpubs/dggs/po/text/po2025_015.pdf
SLIDE 29 – Strong Institutional Support & Analyst Coverage
1. Shareholder positions are based on the latest 13-D, 13-F or 13-G filings as of March 31, 2026, on a fully diluted basis.
SLIDE 30 – Donlin Gold is Simply Unique – A Long-Life, Federally Permitted U.S. Asset with Scale and Upside Potential
1. Anticipated average annual gold production during full life of mine and first full ten years if put into production as
contemplated in the 2025 Technical Report and the 2025 Technical Report Summary. See “Cautionary note concerning
Reserve & Resource Estimates” and “Mineral Reserves & Mineral Resources” tables on slides 3, 32 and 33.
2. Represents 100% of measured and indicated resources, inclusive of mineral reserves, of which 60% is attributable to
NOVAGOLD. Donlin Gold is not in production, and a construction decision has not been made. For more information see
“Cautionary Note Concerning Reserve and Resource Estimates” and “Mineral Reserves & Mineral Resources” tables on
slides 3, 32 and 33.
3. Represents average grade of measured and indicated mineral resources, inclusive of mineral reserves. See “Cautionary
Note Concerning Reserve and Resource Estimates” and “Mineral Reserves & Mineral Resources” tables on slides 3, 32 and
33.
4. In the Federal litigation challenging the Donlin Gold Joint Record of Decision, including the 404 permit and ROW for
portions of the pipeline crossing federal lands, the Court issued a decision on September 30, 2024. The decision upheld the
federal agencies’ analysis on two of the three issues raised in the litigation, but agreed with plaintiffs that the federal
agencies took too narrow a view in analyzing the impact of a theoretical release from the tailings storage facility. Remedy
briefing was completed in March 2025 and oral arguments on remedy were held on May 9, 2025. The District Court issued
its remand order on June 10, 2025, rejecting Plaintiff's request that the permits be vacated and ordering the Federal
Agencies to supplement the EIS with an analysis of a larger hypothetical release from the tailings storage facility. A Notice
of Intent to prepare a SEIS was issued in January 2026, and the public comment period for the scoping process closed in
February 2026. The Draft SEIS was released on September 23, 2026, and is now open for public comment through October
23, 2026, with the Final SEIS targeted for completion in April 2027 under the FAST-41 schedule.
SLIDES 32 & 33 Mineral Reserves and Mineral Resources
1. Mineral Reserves are reported on a 100% ownership basis and a 60% ownership basis. The 60% basis is attributable to
NOVAGOLD through their 60% ownership interest in the joint venture that owns the mineral rights and manages the
Donlin Gold project property. The Mineral Reserve estimate is current as of November 30, 2025. A Wood QP was
responsible for the preparation of the Mineral Reserve estimate. Mineral Reserves are prepared in accordance with the
definitions of NI 43-101 and S-K 1300. The point of reference for the Mineral Reserve estimate is at the point of delivery to
the mill. Mineral Reserves are constrained within an engineered pit design using the following assumptions: gold price
of $2,100/oz; reference mining cost of $2.68/t mined incremented $0.0041/t mined/m with depth from the 220 m
elevation (equates to an average mining cost of $3.23/t mined); mining sustaining cost of $0.41/t mined; variable
metallurgical recoveries by rock type and geological domain, ranging from 29.4% in oxide to 94.2% in intrusive rocks in
the Akivik domain; process operating cost of $20.01/t processed; process sustaining cost of $2.14/t processed; G&A cost
of $4.57/t processed; stockpile reclaim cost of $0.30/t processed assuming a reclaim percentage of 45%; refining
recovery of 99.9%; selling cost of $1.71/oz gold; royalty considerations of 4.5% NSR and $0.50/t processed; and variable
pit slope angles, ranging from 22 to 47°. The timeframe over which the gold price and operating costs was 27 years
which is the expected timeframe over which the Mineral Reserves will be mined and processed. The long term forecast
gold price for Mineral Reserves is based on industry consensus. The NSR value for each block is determined using the
gold grade, processing and refining recoveries, gold price, selling costs, and royalties. Mineral Reserves are reported
using an economic NSR cut-off value of $29.95–32.36/t and an elevated gold cut-off grade of 0.75 g/t. The average
LOM process recovery for the Mineral Reserves is 90.0%. Tonnage and grade measurements are in metric units.
Contained gold ounces are reported as troy ounces. Rounding may result in summation differences between tonnes,
grade, and contained metal content. The economic parameters are derived from the NI 43-101 Technical Report on the
Donlin Gold Project, Alaska, USA, effective November 30, 2025, and the 2025 Technical Report Summary on the Donlin Gold
Project, Alaska, USA, November 30, 2025.
2. Mineral Resources are reported on a 100% ownership basis and a 60% ownership basis. The 60% basis is attributable to
NOVAGOLD through their 60% ownership interest in the joint venture that owns the mineral rights and manages the
Donlin Gold project property. Mineral Resources that are not Mineral Reserves do not have demonstrated economic
viability. The Mineral Resource estimate is current as of November 30, 2025. A Wood QP was responsible for the
preparation of the Mineral Resource estimate. Mineral Resources are prepared in accordance with the definitions of NI
43-101 and S-K 1300. The cut-off date for the sample database used in the Mineral Resource estimate is December 31,
2024. However, more recent drilling data up to November 30, 2025 was used to validate the Mineral Resource model as
remaining current. The point of reference for the Mineral Resource estimate is in situ. Mineral Resources are constrained
within a pit shell using the following assumptions: gold price of $2,400/oz; reference mining cost of $2.68/t mined
incremented $0.0041/t mined/m with depth from the 220 m elevation (equates to an average mining cost of $3.23/t
mined); mining sustaining cost of $0.41/t mined; variable metallurgical recoveries by rock type and geological domain,
ranging from 29.4% in oxide to 94.2% in intrusive rocks in the Akivik domain; process operating cost of $20.01/t
processed; process sustaining cost of $2.14/t processed; G&A cost of $4.57/t processed; stockpile reclaim cost of $0.30/t
processed assuming a reclaim percentage of 45%; refining recovery of 99.9%; selling cost of $1.71/oz gold; royalty
considerations of 4.5% NSR and $0.50/t processed; and variable pit slope angles, ranging from 22 to 47º. The timeframe
over which the gold price and operating costs is 24 years which is the expected timeframe over which the Mineral
Resources will be mined. The long term forecast gold price for Mineral Resources is based on industry consensus and is
15% higher than the price used for the Mineral Reserves to ensure the Mineral Reserves are a subset of the Mineral
Resources.
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Appendix - Endnotes
42
The NSR value for each block is determined using the gold grade, processing and refining recoveries, gold price, selling
costs, and royalties. Mineral Resources are reported using a marginal NSR cut-off value of $26.86/t based on a total
process cost of $22.15/t processed, G&A operating cost of $4.57/t processed, and a stockpile reclaim cost of $0.30/t
processed assuming a reclaim percentage of 45%. The average LOM process recovery for Mineral Resources is 89.8%.
Tonnage and grade measurements are in metric units. Contained gold ounces are reported as troy ounces. Rounding
may result in apparent summation differences between tonnes, grade, and contained metal content. The economic
parameters are derived from the NI 43-101 Technical Report on the Donlin Gold Project, Alaska, USA, effective
November 30, 2025, and the 2025 Technical Report Summary on the Donlin Gold Project, Alaska, USA, November 30,
2025.
SLIDE 37 – Pipeline and Barging Logistics
1. See footnote 5 under Slide 25.
Technical Reports and Qualified Persons
The documents referenced below provide supporting technical information for the Donlin Gold project.
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 scientificand technical information contained in this presentation.
Project
Donlin
Gold
Qualified Person(s)
Edwin Peralta, P.E.
Henry Kim, P.Geo.
Jennifer Pretorius, P.Geo.
Paul Baluch, P.Eng.
Paul Dockweiler, P.Geo.
Rick Sisson, P.E.
Alan Drake, P.L.Eng
Wood Group USA Inc.
Geosyntec Consultants
International, Inc.
Most Recent Disclosure
“NI 43-101 Technical Report on the Donlin Gold Project,
Alaska, USA” (“2025 Technical Report”) prepared by
Wood Group USA Inc. (“Wood”) and Geosyntec
Consultants International, Inc. (“Geosyntec”)
effective November 30, 2025. “S-K 1300 Technical
Report Summary on the Donlin Gold project, Alaska
USA” (“2025 Technical Report Summary”) prepared by
Wood and Geosyntec dated November 30, 2025.
NOVAGOLD | 2026 Third Quarter Report & Donlin Gold Update
Appendix - Endnotes
43
NOVAGOLD RESOURCES INC.
Suite 1860 – 400 Burrard Street
Vancouver BC Canada V6C 3A6
T: 604 669 6227
TF: 1 866 669 6227
F: 604 669 6272
E: info@novagold.com
Mélanie Hennessey
VP, Corporate Communications
melanie.hennessey@novagold.com
Frank Gagnon
Manager, Investor Relations
frank.gagnon@novagold.com
TSX, NYSE AMERICAN: NG | NOVAGOLD.COM
Cautionary Note Regarding Forward-Looking Statements
This communication includes certain “forward-looking information”
and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable
securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are
frequently, but not always, identified by words such as “expects”, “continue”, “ongoing”, “anticipates”,
“believes”, “intends”, “estimates”, “potential”, “possible”, and similar
expressions, or statements that events, conditions, or results “will”, “may”, “could”, “would”
or “should” occur or be achieved. All statements, other than statements of historical fact, included herein are forward-looking
statements. These forward-looking statements include statements regarding the expected outcomes of the transactions contemplated by the
Arrangement Agreement, Master Implementation Agreement, Investor Rights Agreement and Contribution Agreement (collectively, the
“Transactions”); the ability of NOVAGOLD, New NovaGold and Paulson to complete the Transactions on the terms described herein,
or at all, including receipt of required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals and satisfaction
of other customary closing conditions; the expected synergies related to the Transactions in respect of strategy, operations and other
matters; projections related to expansion; and the impact of the Transactions on New NovaGold and its stakeholders. Forward-looking statements
contained herein are based on a number of material assumptions, including, but not limited to, the following, which could prove to be
inaccurate: the expected outcomes of the Transactions; the ability of NOVAGOLD, New NovaGold and Paulson to complete the Transactions
on the terms described herein, or at all, including receipt of required regulatory approvals, shareholder approvals, court approvals,
stock exchange approvals and satisfaction of other customary closing conditions; the expected synergies related to the Transactions in
respect of strategy, operations and other matters; projections related to expansion; our ability to achieve production at Donlin Gold;
the cost estimates and assumptions contained in the 2025 Technical Report and the 2025 Technical Report Summary; anticipated timing of
updated reports and/or studies including the Donlin Gold BFS and draft SEIS; repayment of the Barrick Mining Corporation promissory note
and the timing thereof; sufficiency of working capital; future capital raising activities and potential sources of funding; estimated
metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying our
resource and reserve estimates; our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;
assumptions that all necessary permits and governmental approvals will be obtained and the timing of such approvals; assumptions made
in the interpretation of drill results, the geology, grade and continuity of our mineral deposits; our expectations regarding demand
for equipment, skilled labor and services needed for exploration and development of mineral properties; and operating or regulatory risks.
Forward-looking statements are necessarily based on several opinions, estimates and assumptions that management of NOVAGOLD considered
appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions,
and other factors that may cause the actual results, activity, performance, or achievements to be materially different from those expressed
or implied by such forward-looking statements. Forward-looking statements are not historical facts but instead represent the expectations
of NOVAGOLD management’s estimates and projections regarding future events or circumstances on the date the statements are made.
Important factors that could cause actual results to differ materially from expectations include the need to obtain additional permits
and governmental approvals; the timing and likelihood of obtaining and maintaining permits necessary to construct and operate; the need
for additional financing to complete an updated feasibility study and to explore and develop properties; availability of financing in
the debt and capital markets; disease pandemics; uncertainties involved in the interpretation of drill results and geological tests and
the estimation of reserves and resources; changes in mineral production performance, exploitation and exploration successes; changes
in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies
and practices, expropriation or nationalization of property and political or economic developments in the United States or Canada; the
need for continued cooperation between the owners of Donlin Gold to advance the project; the need for cooperation of government agencies
and Native groups in the development and operation of properties; risks of construction and mining projects such as accidents, equipment
breakdowns, bad weather, non-compliance with environmental and permit requirements, unanticipated variation in geological structures,
ore grades or recovery rates; unexpected cost increases, which could include significant increases in estimated capital and operating
costs; fluctuations in metal prices and currency exchange rates; whether or when a positive construction decision will be made regarding
the Donlin Gold project; and other risks and uncertainties disclosed in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q,
particularly the “Risk Factors” sections of those reports and other documents filed by NOVAGOLD with applicable securities
regulatory authorities from time to time. Copies of these filings may be obtained by visiting NOVAGOLD’s website at
www.novagold.com
,
or the SEC website at
www.sec.gov
, or on SEDAR+ at
www.sedarplus.ca.
The forward-looking statements contained herein reflect
the beliefs, opinions and projections of NOVAGOLD on the date the statements are made. NOVAGOLD assumes no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Important Information and Where to Find It
In connection with the proposed Transactions,
NOVAGOLD has filed relevant materials with the SEC and applicable Canadian securities regulators, including, among other filings, a management
information circular and definitive proxy statement on Schedule 14A on October 5, 2026. The management information circular
and proxy statement was first mailed or otherwise disseminated to shareholders of NOVAGOLD seeking their approval of the Transactions-related
proposals on or about October 5, 2026. INVESTORS AND SHAREHOLDERS OF NOVAGOLD ARE URGED TO READ THE MANAGEMENT INFORMATION CIRCULAR
AND DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC AND APPLICABLE CANADIAN
SECURITIES REGULATORS IN CONNECTION WITH THE TRANSACTIONS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES TO THE PROPOSED TRANSACTIONS
AND RELATED MATTERS. Investors and shareholders may obtain free copies of the management information circular and proxy statement and
other documents filed by NOVAGOLD with the SEC at
http://www.sec.gov
, the SEC’s website, under NOVAGOLD’s
profile on SEDAR+ at
www.sedarplus.ca
, or from NOVAGOLD’s website
https://novagold.com/investors/why-invest/
.