2026 Special Meeting of NOVAGOLD Shareholders

Equity participation in a well-capitalized gold developer with 100% ownership of Donlin Gold, with projected production of 1.3-million-ounce gold annually in its first ten (10) full years of production and 1.1-million-ounce gold annually over the 27-year mine life. Following the completion of the Arrangement, Post-Arrangement New NOVAGOLD is expected to have a market capitalization of approximately $4.9 billion (based on a per share closing price of NOVAGOLD of $7.25 on September 15, 2026).

Generates immediate accretion to Shareholders on multiple key metrics, including: (i) net asset value per share; (ii) gold reserves and resources per share, through the addition of approximately 16 million ounces of measured and indicated resources, inclusive of approximately 13 million ounces contained in proven and probable reserves in a safe and stable jurisdiction that is supportive of responsible development; and (iii) projected attributable production metrics increased by over 520,000 ounces of annual gold production in the first ten (10) full years.

Streamlines corporate decision-making and increases operational and capital efficiency at the Donlin Gold Project by consolidating 100% ownership under a single corporate parent, eliminating duplicative governance structures and enabling a more streamlined approach to development opportunities and market conditions, while preserving NOVAGOLD’s independent governance through specific lock-up, standstill and voting restrictions.

Establishes a single point of contact for engagement with key stakeholders, including longstanding Donlin Gold landowners, Calista and TKC.

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

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

The fairness opinion from Citi that, as of July 21, 2026, based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi described in such opinion, the Consideration to be received in the Arrangement by the Shareholders, taking into account the transactions contemplated by the Transaction Agreements, is fair, from a financial point of view, to the Shareholders (other than Paulson).

Pursuant to the NOVAGOLD Voting Agreements, the directors and certain executive officers of the Company, as well as Paulson (as an existing Shareholder) and Electrum (NOVAGOLD’s largest Shareholder as of the Record Date), have agreed, among other things, to vote all of the NOVAGOLD Shares held by them, including any NOVAGOLD Shares issuable upon exercise or redemption of NOVAGOLD Options and other convertible securities of NOVAGOLD (as applicable to the vote), in favour of the Transactions, including the Arrangement Resolution. The NOVAGOLD Locked-Up Shareholders collectively own approximately 28% of the outstanding NOVAGOLD Shares as of the Record Date.

Under the terms of the Master Implementation Agreement, the Board will remain able to respond to any unsolicited bona fide written proposal if the Board determines in good faith that such proposal constitutes or would reasonably be expected to lead to a “Superior Proposal” under the terms of the Master Implementation Agreement and where the failure to take such action would be inconsistent with its fiduciary duties, subject to certain conditions including providing notice to New NOVAGOLD and Paulson and complying with such person’s match rights, that is not expected to deter other potential interested buyers, if any.

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

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

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

The Arrangement must be approved by the Supreme Court of British Columbia, which will consider, among other things, the fairness and reasonableness of the Arrangement to Shareholders.

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

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

The Board believes that the opportunity to enhance long-term value for Shareholders will be greater as a U.S.-domiciled company than as a Canada-domiciled company. Post-Arrangement New NOVAGOLD is expected to have a larger market capitalization and will be listed on the NYSE upon completion of the Arrangement, which the Board believes will increase visibility, access to the capital markets and liquidity for Shareholders.

Post-Arrangement New NOVAGOLD and its subsidiaries will continue to carry on the business currently carried on by NOVAGOLD and its subsidiaries. The Arrangement is not currently expected to result in any material changes in business, jobs, management, operations, properties, locations of any offices or facilities or number of employees.