NOVAGOLD 三季报状态更新：100%收购Donlin Gold仍待年底交割，委任融资顾问并上调全年开支指引

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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the
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Filed by the Registrant
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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
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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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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 press release issued by NOVAGOLD Resources Inc. (“NOVAGOLD”) announcing its 2026 third quarter
results on October 8, 2026:
NEWS
RELEASE
NOVAGOLD
Files THIRD Quarter 2026 Report
UNLOCKING DONLIN GOLD’S full POTENTIAL
and
ADVANCING THE PATH TO DEVELOPMENT
►
Donlin Gold Transaction announced:
NOVAGOLD and Paulson Advisers LLC
and its affiliates entered into a series of definitive agreements on July 21, 2026, pursuant to which NOVAGOLD’s ownership
interest in Donlin Gold LLC will increase from 60% to 100% by acquiring Paulson’s 40% ownership interest in an all-share transaction
that is expected to close by year-end.
►
Financial Advisors selected:
Donlin Gold appointed Endeavour Financial
and Macquarie Capital to provide financial advisory services for the development of the Donlin Gold project in Alaska and to support the
arrangement of project and infrastructure financing.
►
Robust treasury:
Ended the quarter with approximately $343.4 million
in cash and term deposits — a strong financial position to advance the Donlin Gold project.
October 8, 2026 – Vancouver, British Columbia –
NOVAGOLD RESOURCES INC.
(“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) today filed its 2026 third
quarter report and provided an update on its Tier One
1
gold development project held by Donlin Gold LLC (“Donlin Gold”),
which is owned 60% by NOVAGOLD through NOVAGOLD Resources Alaska, Inc., a wholly-owned subsidiary of the Company, and 40% by Paulson
Advisers LLC and certain of its affiliates (collectively “Paulson”) through Donlin Gold Holdings LLC (“Donlin Gold Holdings”).
Details of the financial results for the quarter ended August 31,
2026 are presented in the consolidated financial statements and quarterly report on Form 10-Q filed on October 8, 2026, that
is available on the Company’s website at
www.novagold.com
, on SEDAR+ at
www.sedarplus.ca
,
and on EDGAR, the United States Securities and Exchange Commission’s (“the SEC”) website, at
www.sec.gov
.
All amounts are in thousands of U.S. dollars unless otherwise stated.
As detailed in the above-mentioned filings, NOVAGOLD held approximately
$343.4 million in cash and term deposits as of August 31, 2026, and reported net third quarter operational cash expenditures of $28.1 million
— reflecting $24.8 million to fund NOVAGOLD’s share of the Donlin Gold project and $3.3 million in corporate general
and administrative costs.
As NOVAGOLD is a development-stage company with no production, the
Company reported earnings of ($36.0) million and earnings per share of ($0.08) for the third quarter of 2026. NOVAGOLD’s results
for this quarter reflect incremental expenditures at Donlin Gold due to ongoing Bankable Feasibility Study (BFS) activities and higher
general and administrative expenses at NOVAGOLD primarily driven by ongoing professional fees related to the pending transactions announced
on July 22, 2026 (the “Transactions”), partially offset by higher interest income. Professional fees are expected to
remain elevated
for the remainder of fiscal 2026 and into the early part of fiscal 2027
as we work
toward the completion of the Transactions, currently expected to occur in the fourth calendar quarter of 2026.
President’s Message
Unlocking Donlin Gold’s Full Potential Through Strategic Ownership
and Development
NOVAGOLD is strengthening its position as a “go-to” U.S.
gold development company, having entered into a series of definitive agreements on July 21, 2026 with Paulson and NovaGold Corporation
(“New NOVAGOLD”), pursuant to which, subject to the satisfaction of certain closing conditions and upon the completion of
the Transactions, New NOVAGOLD would become the ultimate parent company of NOVAGOLD and its subsidiaries and would own, directly and
indirectly, 100% of Donlin Gold. As per the release titled
“
NOVAGOLD Enters into Definitive
Agreements to Acquire 100% of Donlin Gold
”
, the all-share transaction to acquire Paulson’s 40% interest would
give NOVAGOLD shareholders equity participation in a well-capitalized gold developer with 100% ownership of a differentiated, strategic
asset projected to be the largest single gold mine in the United States, with an expected market capitalization of approximately $4.9
billion.
2
With projected average annual production of 1.3 million ounces during its
first 10 full years of production
3
and 1.1 million ounces annually over the 27-year
mine life,
4
Donlin Gold has the potential to become America’s largest single gold
mine and a cornerstone asset of the U.S. gold industry.
1
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.
2
Based on a per share closing price of NOVAGOLD of $7.25 on September 15, 2026,
as reported in the
Definitive
Management Information Circular and Proxy Statement filed on October 5, 2026.
3
Anticipated average annual gold production during the
first ten full years of the mine if put into production as contemplated in the report titled “NI 43-101 Technical Report on the
Donlin Gold project, Alaska, USA” with an effective date of November 30, 2025 (the “2025 Technical Report”) and the
report titled “S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA” (the “2025 Technical Report
Summary”), dated November 30, 2025.
4
Anticipated average annual gold production during the
full life of mine if put into production as contemplated in the 2025 Technical Report and the 2025 Technical Report Summary.
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NEWS RELEASE
These transformative Transactions will deliver substantial benefits
to NOVAGOLD stakeholders, including generating immediate accretion across net asset value per share as well as gold reserves and resources
per share through the addition of approximately 16 million ounces of Measured and Indicated Mineral Resources (inclusive of 13 million
ounces in Proven and Probable Mineral Reserves within a safe, stable, and supportive jurisdiction). Furthermore, the Transactions increase
projected attributable production metrics by over 520,000 ounces of annual gold production during the first 10 full years.
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Beyond these metrics, the Transactions streamline corporate decision-making and increase operational and capital efficiency by consolidating
100% ownership of Donlin Gold under a single corporate parent, while preserving NOVAGOLD’s independent governance through specific
lock-up, standstill, and voting restrictions. The Transactions will also establish a single point of contact for engagement with key stakeholders,
including longstanding Donlin Gold landowners, Calista Corporation (“Calista”) and The Kuskokwim Corporation (TKC), and create
a better-aligned structure via a new U.S.-domiciled parent company, that will be listed on the New York Stock Exchange.
The Notice of Meeting and the Management Information Circular and Proxy
Statement for the Special Meeting of Shareholders were filed with Canadian securities regulatory authorities and with the SEC and first
mailed to shareholders on or about October 5, 2026. The Special Meeting of Shareholders will be held on November 3, 2026. The
Transactions are expected to close by year-end, subject to shareholder approval, court approval, regulatory and stock exchange approval
and the satisfaction of customary closing conditions.
Bankable Feasibility Study Engineering Integration Advances &
Financial Advisors Appointed to Support the Arrangement of Project and Infrastructure Financing
Parallel to this strategic development, the Company continues to advance
the Donlin Gold BFS, which remains on schedule for completion in 2027. A team led by Fluor Corporation (“Fluor”) continues
to integrate major work packages and coordinate technical workstreams with specialist contractors WSP USA, Inc. (WSP), Worley Alaska, Inc.
(“Worley”), and Hatch Ltd. (“Hatch”). This season’s geotechnical work for the BFS will conclude this fall
with drill holes and test pits at Jungjuk Port and access corridor, borrow sites and plant site, and for Engineering, Procurement, and
Construction Management (EPCM) infrastructure. Resource modelling, mine planning, and Front-End Engineering Design (FEE
D)
activities are progressing as planned, while EPCM coordination on a Class 3 estimate is well under way. This disciplined approach
to key infrastructure and unit operations is designed to support a high-quality BFS.
Additionally, Donlin Gold appointed Endeavour Financial and Macquarie
Capital as financial advisors to provide advisory services for the development of the project in Alaska. Under this mandate, the advisors
will assist Donlin Gold in evaluating funding alternatives — including conventional project finance, infrastructure financing, and
potential support from governmental agencies and/or sovereign wealth funds — and executing a structured project financing strategy.
By coordinating engagement with financiers and advancing due diligence in tandem with the BFS, NOVAGOLD aims to optimize its funding mix
while preserving long-term shareholder value. The advisors will provide tailored guidance as the project progresses toward a final investment
decision, following the completion of the BFS and related workstreams.
5
Donlin Gold data as per the 2025 Technical Report and
the 2025 Technical Report Summary.
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NEWS RELEASE
To further support the BFS and prepare for subsequent phases of development
and eventual commercial operation, Donlin Gold has continued to build its team across key technical, operational, workforce development,
and support functions. Since the beginning of 2026, the team has grown from approximately 35 to 77 employees, currently based in Anchorage
and Vancouver, to support ongoing site, BFS, and contractor activities. Management continues to assess organizational requirements and
recruit for critical positions as project activities advance.
Looking ahead, Donlin Gold’s combination of scale, grade, and
exploration potential provides a strong foundation as the project advances through the BFS and subsequent stages of development. With
approximately 40 million ounces of Measured and Indicated Mineral Resources (inclusive of Mineral Reserves), comprising 560 million tonnes
grading 2.22 grams per tonne
6
— more than twice the global industry average grade
7
— Donlin Gold
combines large-scale, high-grade open-pit mineralization with a long mine life and low estimated operating costs
8
. Expected
average annual gold production of more than one million ounces further underscores the project’s sheer scale, while less than 7.5%
of the broader land package has been systematically explored, providing significant potential for further exploration.
A Legacy of Collaboration Supports the Project’s Continued
Advancement
Engagement with local communities, stakeholders and government representatives
remains an important part of Donlin Gold’s approach. Built over decades of dialogue with more than 60 communities across the region,
these relationships provide an ongoing forum for sharing information, understanding local perspectives, and incorporating community input
as the project progresses. This sustained engagement and collaboration continues to reinforce the long-standing relationships that Donlin
Gold has established throughout the region and in Alaska more broadly.
During the third quarter, in coordination with Calista, the Company
conducted a series of community visits to six villages, alongside a dedicated community meeting in Crooked Creek — the village closest
to the Donlin Gold project. These efforts focused specifically on the Subsistence Plan and a general project update, and fostered ongoing
dialogue on subsistence-related matters and project activities. This commitment to regional partnership was further reinforced through
participation in Calista’s Annual Meeting in Bethel, TKC’s Annual Meeting in Crooked Creek, and the Calista Shareholder Relations
Committee meeting in Anchorage, ensuring sustained engagement with Alaska Native Corporation leadership and shareholders.
Donlin Gold also facilitated several key initiatives for the Subsistence
Community Advisory Committee (SCAC), including in-person and virtual meetings to gather feedback on the Subsistence Plan and Barge Communication
Plan. SCAC members also toured the Red Dog Mine, providing an opportunity to observe a large-scale mining operation firsthand and discuss
considerations relevant to communities in the region. At Donlin Gold, site tours provided Alaska Native Corporation landowners Calista
and TKC with further insight into ongoing fieldwork and project activities. Additional tours were hosted for representatives of the Alaska
Native Village Corporation Association, Congressman Nick Begich’s resource staff, and trade association leaders from the Alaska
Chamber, the Alaska Support Industry Alliance, the Alaska Oil and Gas Association, the Resource Development Council, and the Alaska Miners
Association.
6
Donlin Gold data as per the 2025 Technical Report and
the 2025 Technical Report Summary. Donlin Gold possesses Measured Resources of approximately 9 Mt grading 2.67 g/t and Indicated Resources
of approximately 551 Mt grading 2.21 g/t, each on a 100% basis and inclusive of Mineral Reserves, of which approximately 6 Mt of Measured
Resources and approximately 330 Mt of Indicated Resources inclusive of Mineral Reserves is currently attributable to NOVAGOLD through
its 60% ownership interest in Donlin Gold. Exclusive of Mineral Reserves, Donlin Gold possesses Measured Resources of approximately 1.4
Mt grading 1.18 g/t and Indicated Resources of approximately 175 Mt grading 1.32 g/t, of which approximately 0.9 Mt of Measured Resources
and approximately 105 Mt of Indicated Resources exclusive of Mineral Reserves is currently attributable to NOVAGOLD. Donlin Gold possesses
Proven Reserves of approximately 9 Mt grading 2.29 g/t and Probable Reserves of approximately 495 Mt grading 2.02 g/t, each on a 100%
basis, of which approximately 6 Mt of Proven Reserves and approximately 297 Mt of Probable Reserves is attributable to NOVAGOLD. Mineral
Reserves and Resources have been estimated in accordance with NI 43-101 and S-K 1300.
7
As of September 2026, S&P Global Market Intelligence
reports that the global industry average grade for open-pit and underground gold deposits with over 1 million ounces in Measured and
Indicated Mineral Resources, inclusive of Mineral Reserves, is 1.02 g/t. In comparison, Donlin Gold’s grade is 2.22 g/t, more than
double the industry average.
8
Donlin Gold data as per the 2025 Technical Report and
the 2025 Technical Report Summary.
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NEWS RELEASE
The Company is also advancing its infrastructure planning through targeted
stakeholder engagement along the proposed pipeline corridor. Having developed a comprehensive stakeholder tracking system, Donlin Gold
has initiated outreach to over 190 individuals and entities in the region. This effort is complemented by ongoing coordination with legislators
and the Matanuska-Susitna Borough via site tours and project updates to ensure a clear understanding of regional interests and proposed
field activities.
In addition, Donlin Gold continues to engage with key government representatives
and decisionmakers at both the state and federal levels. Recent activities include project briefings with Senator Dan Sullivan, Alaska
State Senator Matt Claman, and U.S. Senate candidate Mary Peltola. Donlin Gold also continues to engage with senior leadership at the
U.S. Department of Energy and recently participated in a roundtable with the Pipeline and Hazardous Materials Safety Administration to
discuss critical Donlin Gold permitting considerations and infrastructure associated with the project.
A Long-Term Commitment to the Region and its People
NOVAGOLD’s approach to responsible development extends across
education, community wellness, cultural preservation and environmental stewardship — with initiatives designed to contribute to
the economic, health and social well-being of our employees, Donlin Gold employees and contractors, as well as communities throughout
the Yukon-Kuskokwim (Y-K) region. Donlin Gold supports these efforts through fisheries studies, environmental activities, subsistence
initiatives and grants, while recognizing the importance of the region’s traditions and subsistence way of life, where environmental
health is paramount. Year to date, Donlin Gold has conducted over 25 community visits and briefings throughout the Y-K region, made ongoing
social investments through financial and in-kind contributions as well as significant employee involvement, and participated in more than
150 engagements with government representatives, agencies, and candidates.
During the third quarter, Donlin Gold participated in educational and
community initiatives across the Y-K region, including student engagement in local communities and continued support for Alaska EXCEL,
which provides educational and professional opportunities for rural Alaska students and young adults. Donlin Gold also continued to support
regional safety initiatives, including the distribution of life vests in communities along the Kuskokwim River and its sponsorship of
the Iron Dog helmet safety program through Alaska Safe Riders.
Environmental monitoring and stewardship activities also carried on
during the quarter, including aquatic monitoring near the proposed mine site and at Snow Gulch, where monitoring of fish populations and
newly developed habitat continued to demonstrate species diversity consistent with previous surveys, including the presence of salmon.
The 2026 George River salmon smolt monitoring program was also completed in coordination with the Native Village of Napaimute, with more
than 7,000 fish sampled over 30 days. These activities contribute to Donlin Gold’s ongoing environmental baseline data collection
and broader understanding of conditions in and around the project area.
Preserving Donlin Gold’s Regulatory Approvals and Permitting
Position
Donlin Gold is a federally permitted project. The permitting framework
in Alaska involves extensive review and coordination among federal and state agencies, regional stakeholders, and communities throughout
the Y-K region.
Permitting activities in the third quarter of
2026 advanced as expected. Work continues on the dam safety permitting process for the project’s seven dams, with submission of
Detailed Design Packages anticipated by end of 2026 or early 2027 as previously expected and with potential issuance of the Dam Safety
Certificates expected in 2028.
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NEWS RELEASE
After the quarter end, on September 23, 2026,
the U.S. Army Corps of Engineers, in consultation with the Bureau of Land Management, published Donlin Gold’s Supplemental Environmental
Impact Statement (SEIS), which analyzes a larger theoretical tailings dam release, while leaving Donlin Gold’s federal permits in
place. The SEIS is open for public comment until October 23, 2026, with the Final SEIS anticipated in April 2027.
All federal and state permits and approvals granted to Donlin Gold
remain in effect as the legal appeals proceed. Donlin Gold and its owners continue to support the federal and state agencies in defending
the extensive permitting process undertaken for the project, while working with the relevant federal agencies and stakeholders toward
an appropriate remedy in response to the Federal District Court’s remand decision. Donlin Gold continues to advance permitting activities
in a diligent and responsible manner, and to engage with communities and stakeholders as the project progresses.
NOVAGOLD Outlook
NOVAGOLD’s immediate priority is completing the acquisition of
Paulson’s 40% interest in Donlin Gold, which would result in New NOVAGOLD, directly and indirectly, owning 100% of Donlin Gold.
Announced on July 22, 2026, the Transactions are expected to close by year-end, subject to NOVAGOLD shareholder approval, court approval,
regulatory and stock exchange approvals, and the satisfaction of customary closing conditions.
In parallel, Donlin Gold remains focused on advancing the BFS, targeted
for completion in 2027, and evaluating and securing funding alternatives for the project with the recently appointed financial advisors.
Engineering efforts led by Fluor continue to advance key workstreams and integrate the work of specialist contractors into the overall
engineering, cost, and schedule framework. Supporting technical and site activities are also progressing, including geotechnical drilling
and materials assessments along the planned upriver port and access road, plant site, and proposed dam locations.
Sincerely,
Gregory A. Lang
President and CEO
Liquidity and Capital Resources
As of August 31, 2026, the Company had cash resources comprising
cash and cash equivalents and term deposits totaling approximately $343.4 million, which management believes are sufficient to complete
the Donlin Gold BFS, exercise the Company’s option to prepay the Barrick Mining Corporation (“Barrick”) promissory note
in the fourth calendar quarter of 2026, and cover corporate general and administrative costs for at least the next twelve months.
Cash used in operating activities during the third quarter of 2026
was $2.4 million higher than the comparative prior year period. Cash provided by investing activities during the third quarter of 2026
increased by $331.6 million from the comparative prior year period primarily due to NOVAGOLD’s prior year payment of $210.1 million
to complete the June 2025 Barrick transaction,
9
$137.0 million in net proceeds from maturing term deposits and $1.2
million in net proceeds from the sale of marketable securities, partially offset by $16.7 million of incremental Donlin Gold funding versus
the prior year. Funding of Donlin Gold was higher in the third quarter of 2026 compared to the same period in 2025 due to the commencement
of the Donlin Gold BFS in early 2026.
9
In June 2025, NOVAGOLD and Paulson acquired Barrick’s
50% interest in Donlin Gold. As part of that transaction, NOVAGOLD increased its ownership interest in Donlin Gold from 50% to 60%.
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NEWS RELEASE
Cash provided by financing activities during the third quarter of 2026
decreased by $25.5 million from the comparative prior year period, primarily due to $25.5 million in net proceeds from the exercise of
an underwriter’s overallotment option related to the May 2025 equity offering received last year versus no financing activity
during the third quarter of 2026.
As of
As of
As of
August 31,
May 31,
August 31,
2026
2026
2025
$
$
$
Cash and term deposits
343,386
370,216
125,169
Total assets
573,286
598,744
345,385
Total liabilities
186,031
177,727
168,273
2026 Outlook
NOVAGOLD’s operating expenditures for fiscal year 2026 reflect
additional incurred legal and other professional fees associated with the Transactions.
NOVAGOLD is increasing its fiscal 2026 operating expenditure guidance
by $11.5 million to approximately $110.0 million, reflecting higher corporate general and administrative costs of approximately $31.2 million,
excluding share-based compensation, and unchanged Donlin Gold funding guidance of approximately $78.8 million, reflecting the Company’s
60% share of the Donlin Gold project expenditures for 2026. The $11.5 million increase includes additional legal and professional fees
of $7.7 million up to the third quarter and $3.8 million of anticipated expenses in the fourth quarter in support of the closing of the
activities related to the Transactions.
The Company anticipates incurring additional professional fees and
other transaction-related costs in early 2027 in connection with the closing of the Transactions. Due to the pre-funding of December 2026
Donlin Gold activities (first fiscal month of 2027) in November 2026, a portion of 2026 funding will relate to Donlin Gold’s
2027 budget.
With the acceleration of Donlin Gold BFS activities since commencing
in early 2026, NOVAGOLD’s share of Donlin Gold expenditures is expected to remain elevated over the next 12 to 18 months compared
to historical levels and will increase further assuming the closing of the Transactions occurs by year-end 2026. The Company’s management
believes it is fully funded to complete the Donlin Gold BFS and exercise its option to prepay the Barrick promissory note in the fourth
quarter of 2026. NOVAGOLD expects to raise additional capital in the future to support subsequent project activities, including the commencement
of detailed engineering.
NOVAGOLD’s key catalysts in the coming year include completing
the BFS and moving toward a subsequent construction decision. The Company’s ongoing priorities include maintaining a favorable reputation
among shareholders and stakeholders, promoting strong community outreach and a sustainability culture, maintaining robust safety and environmental
performance, and managing the Company’s treasury effectively and efficiently.
Conference Call & Webcast Details
NOVAGOLD’s conference call and webcast to discuss these results
will take place October 8, 2026, at 8:00 am PT (11:00 am ET). The webcast and conference call-in details are provided below.
Video Webcast:
www.novagold.com/investors/events
North American callers:
1-833-752-3655
International callers:
1-647-846-8520
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NEWS RELEASE
About NOVAGOLD
NOVAGOLD is a well-financed precious metals company focused on the
development of the Donlin Gold project in Alaska, one of the safest mining jurisdictions in the world. With approximately 40 million ounces
of gold in Measured and Indicated Mineral Resources (approximately 560 million tonnes at an average grade of 2.22 grams per tonne on a
100% basis)
10
inclusive of Proven and Probable Mineral Reserves, the Donlin Gold project is regarded to be one of the largest,
highest-grade, and most prospective known open-pit gold deposits in the world. According to the 2025 Technical Report and the 2025 Technical
Report Summary, the Donlin Gold project is expected to produce an average of more than one million ounces per year over a 27-year mine
life on a 100% basis once in production.
11
About Donlin Gold Holdings
Donlin Gold Holdings, 100% wholly-owned by Paulson Advisers LLC and
its affiliates, is the 40% owner of the Donlin Gold project. Donlin Gold Holdings, together with NOVAGOLD, owns 100% of Donlin Gold and
shares equal voting and operating control with NOVAGOLD through its operating agreement.
NOVAGOLD Contacts
Mélanie Hennessey
Vice President, Corporate Communications
Frank Gagnon
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
info@novagold.com
www.novagold.com
10
Donlin Gold data as per the 2025 Technical Report and
the 2025 Technical Report Summary. Donlin Gold possesses Measured Resources of approximately 9 Mt grading 2.67 g/t and Indicated Resources
of approximately 551 Mt grading 2.21 g/t, each on a 100% basis and inclusive of Mineral Reserves, of which approximately 6 Mt of Measured
Resources and approximately 330 Mt of Indicated Resources inclusive of Mineral Reserves is currently attributable to NOVAGOLD through
its 60% ownership interest in Donlin Gold. Exclusive of Mineral Reserves, Donlin Gold possesses Measured Resources of approximately 1.4
Mt grading 1.18 g/t and Indicated Resources of approximately 175 Mt grading 1.32 g/t, of which approximately 0.9 Mt of Measured Resources
and approximately 105 Mt of Indicated Resources exclusive of Mineral Reserves is currently attributable to NOVAGOLD. Donlin Gold possesses
Proven Reserves of approximately 9 Mt grading 2.29 g/t and Probable Reserves of approximately 495 Mt grading 2.02 g/t, each on a 100%
basis, of which approximately 6 Mt of Proven Reserves and approximately 297 Mt of Probable Reserves is attributable to NOVAGOLD. Mineral
Reserves and Resources have been estimated in accordance with NI 43-101 and S-K 1300.
11
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.
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NEWS RELEASE
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, 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 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, and 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 NOVAGOLD management’s expectations, 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
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 has been mailed or otherwise disseminated to shareholders of NOVAGOLD seeking their approval of the proposals related
to the Transactions. 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 definitive proxy statement and other documents
filed by NOVAGOLD with the SEC at www.sec.gov, the SEC’s website, under NOVAGOLD’s profile on SEDAR+ at
www.sedarplus.ca
, or
from NOVAGOLD’s website
www.novagold.com
.
►
www.novagold.com
Page |
8
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/
.