Contemporaneously and in connection with the execution of the Transaction Agreements, each director and certain executive officers of NOVAGOLD, as well as Electrum Strategic Resources L.P., NOVAGOLD’s largest Shareholder as of the Record Date, and Paulson, as an existing Shareholder, (each, a “NOVAGOLD Locked-Up Shareholder”), entered into voting and support agreements with New NOVAGOLD (the “NOVAGOLD Voting Agreements”), pursuant to which, upon the terms and subject to the conditions of its respective NOVAGOLD Voting Agreement, each agreed, among other things, to vote all of the NOVAGOLD Shares held by it in favour of the transactions contemplated by the Transaction Agreements (the “Transactions”), including the Arrangement Resolution. The NOVAGOLD Locked-Up Shareholders collectively own approximately 28% of the outstanding NOVAGOLD Shares as of September 23, 2026 (the “Record Date”).

Each outstanding NOVAGOLD Share will be exchanged for one (1) New NOVAGOLD Share in accordance with the Plan of Arrangement.

The Consideration does not reflect a premium for NOVAGOLD Shares. Shareholders will receive New NOVAGOLD Shares on a one-for-one basis. Under the terms of the Transaction Agreements, (i) each NOVAGOLD Shareholder will receive one New NOVAGOLD Voting Share for each NOVAGOLD Share held, and (ii) Paulson will contribute all of its interests in Donlin Gold Holdings LLC and Donlin Gold Holdings II LLC to New NOVAGOLD in exchange for New NOVAGOLD Voting and Non-Voting Shares, based on a 10% discount to the equity value of Paulson’s 40% ownership interest in Donlin Gold, implied by the equity value of NOVAGOLD based on the 10-day volume weighted average price of NOVAGOLD Shares as of July 21, 2026. Since each NOVAGOLD Share will receive one New NOVAGOLD Voting Share, the Consideration does not reflect a premium to NOVAGOLD Shares. However, since Paulson’s 40% ownership interest in Donlin Gold will be contributed to New NOVAGOLD at a 10% discount, the Transaction results in (i) NOVAGOLD Shareholders representing 65% of New NOVAGOLD, which is greater than the 60% ownership interest in Donlin Gold that NOVAGOLD will contribute to New NOVAGOLD, (ii) approximately 8.2% accretion to NOVAGOLD Shareholders on a net asset value per share basis, and (iii) approximately 8.4% accretion to NOVAGOLD Shareholders on a resources per share basis.

The New NOVAGOLD Voting Shares are expected to trade on the NYSE and the conditional approval and authorization of the listing on the NYSE of the New NOVAGOLD Voting Shares to be issued pursuant to the Arrangement is a condition to complete the Arrangement. The New NOVAGOLD Voting Shares issuable to Shareholders pursuant to the Arrangement will generally be free trading and not be subject to any hold period under Securities Laws (as defined in the Circular and Proxy Statement). See “The Arrangement and Related Transactions — Securities Law Matters — United States Securities Law Matters”.

Upon completion of the Arrangement, NOVAGOLD will become a wholly owned subsidiary of Post-Arrangement New NOVAGOLD. Post-Arrangement New NOVAGOLD and its subsidiaries will continue to carry on the business currently carried on by NOVAGOLD and its subsidiaries. Following the completion of the Arrangement, it is expected that the NOVAGOLD Shares will be delisted from the TSX and the NYSE American and Former Shareholders will hold New NOVAGOLD Voting Shares, which are expected to be listed on NYSE. Following completion of the Arrangement, Former Shareholders are expected to own approximately 65% of Post-Arrangement New NOVAGOLD, a well-capitalized gold developer with 100% ownership of the Donlin Gold Project. Paulson (together with its affiliates) is expected to own approximately 39.7% of the economic interest in Post-Arrangement New NOVAGOLD, while the voting interest of Paulson and its affiliates will be capped at 19.99%.

The decision to list the New NOVAGOLD Shares exclusively on the NYSE reflects the Company’s strategic shift to the United States. Following the transaction, NOVAGOLD will be domiciled in Delaware, with its sole asset, the Donlin Gold Project, located in Alaska, and the majority of its shareholder base already located in the United States. Given the nature and structure of the Transactions, the Company determined that a single U.S. listing is in the best interests of NOVAGOLD and its shareholders. The NYSE listing will align the Company’s corporate domicile, principal asset and capital markets presence in the United States, while providing access to a broad U.S. investor base and streamlining its capital markets structure. Accordingly, the New NOVAGOLD Shares will not be listed on the TSX.

If the Shareholders approve the Arrangement Resolution at the Meeting, it is currently anticipated that the Arrangement and the related Transactions will be completed in the fourth quarter of 2026, subject to obtaining approval of the Supreme Court of British Columbia and other required approvals, as well as the satisfaction or waiver of the other closing conditions contained in the Arrangement Agreement and the other Transaction Agreements.

For a summary of the U.S. federal income tax consequences of the Arrangement, see “U.S. Federal Income Tax Considerations” in this Circular and Proxy Statement. Such summary is not intended to be legal or tax advice to any particular Shareholder. Shareholders in the United States should consult their tax and investment advisors with respect to their particular circumstances. For U.S. federal income tax purposes, the Arrangement and the Contribution Transaction, taken together, are intended to qualify as a tax free exchange within the meaning of Section 351 of the Code. Provided that the Arrangement so qualifies, subject to the discussion below under the caption heading “— Passive Foreign Investment Company Considerations”, a U.S. Holder will generally not recognize gain or loss as a result of the Arrangement. A U.S. Holder’s aggregate tax basis in its New NOVAGOLD Voting Shares received pursuant to the Arrangement will equal the U.S. Holder’s aggregate tax basis in the NOVAGOLD Shares exchanged therefor. A U.S. Holder’s holding period in its New NOVAGOLD Voting Shares received pursuant to the Arrangement will include the holding period for its NOVAGOLD Shares surrendered in exchange therefor. U.S. Holders with differing bases or holding periods in their NOVAGOLD Shares should consult their tax advisors with regard to identifying the bases or holding periods of the particular shares of New NOVAGOLD Voting Shares received in the Arrangement. For a summary of certain material Canadian income tax consequences of the Arrangement, see “Certain Canadian Federal Income Tax Considerations for Shareholders” in this Circular and Proxy Statement. Such summary is not intended to be legal or tax advice to any particular Shareholder. Shareholders should consult their own tax and investment advisors with respect to their particular circumstances.

If the Arrangement is not consummated for any reason, Shareholders will retain their NOVAGOLD Shares and will not receive the Consideration. If the Arrangement is not consummated, the NOVAGOLD Shares will continue to be listed on the TSX and the NYSE American. Failure to complete the Arrangement may have a material negative effect on the trading price of the NOVAGOLD Shares. In addition, Shareholders will continue to be subject to the same or similar risks and uncertainties currently facing NOVAGOLD and disclosed in NOVAGOLD’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and available on EDGAR and SEDAR+, as updated by NOVAGOLD’s continuous disclosure filings, copies of which are available on EDGAR at www.sec.gov and SEDAR+ at www.sedarplus.ca.

Yes. Citi has provided a fairness opinion (the “Citi Fairness Opinion”) to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the Consideration to be received in the Arrangement by the Shareholders under the Arrangement Agreement, taking into account the transactions contemplated by the Transaction Agreements (as defined below), is fair, from a financial point of view, to the Shareholders, other than Paulson. See “The Arrangement and Related Transactions — Opinion of Financial Advisor” in this Circular and Proxy Statement.