NOVAGOLD RESOURCES INC

Concurrently with the execution of the Arrangement Agreement, New NovaGold, the Company, NovaGold Resources Alaska, Inc., Paulson and Donlin Holdings (as defined below) entered into a Master Implementation Agreement (the “Master Implementation Agreement”), which, among other things, sets forth the rights and obligations of all parties thereto and the sequencing of the transactions contemplated by the Transaction Agreements. Among other things, the Master Implementation Agreement provides for (1) the conditions to the consummation of the Contribution and the Arrangement, as set forth in the Contribution Agreement and the Arrangement Agreement, respectively; (2) representations and warranties of the parties thereto; (3) covenants regarding cooperation, access to information and public communications; (4) non-solicitation covenants applicable to the Company, as described below; (5) provisions regarding tax matters and the Intended Tax Treatment; (6) governance matters to be implemented at the Effective Time, including the appointment of directors to the New NovaGold Board; and (7) termination provisions, as described below.

The Master Implementation Agreement may be terminated (1) by mutual written agreement of each of the parties thereto or (2) by any party thereto if NovaGold or New NovaGold is entitled to terminate the Arrangement Agreement in accordance with the terms thereof.

The Master Implementation Agreement also contains non-solicitation provisions applicable to the Company. From the date of the Master Implementation Agreement until the earlier of the Effective Time and termination of any Transaction Agreement, the Company has agreed not to, directly or indirectly, solicit, initiate or knowingly encourage any alternative acquisition proposal or enter into discussions or negotiations regarding any alternative acquisition proposal; provided, that the Company may engage with an unsolicited bona fide written acquisition proposal that the NovaGold Board determines in good faith constitutes or would reasonably be expected to lead to a superior proposal and where the failure to take such action would be inconsistent with its fiduciary duties under applicable law, subject to certain conditions including providing notice to New NovaGold and Paulson and complying with matching rights.

The foregoing description of the Master Implementation Agreement does not purport to be complete and is qualified in its entirety by reference to the Master Implementation Agreement, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Master Implementation Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, New NovaGold, Paulson, NovaGold Resources Alaska, Inc., Donlin Gold Holdings LLC or their respective subsidiaries. The representations, warranties and covenants contained in the Master Implementation Agreement were made only for purposes of the Master Implementation Agreement as of the specific dates therein, were solely for the benefit of the parties thereto, may be subject to qualification and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Further, investors should read the Master Implementation Agreement not in isolation, but only in conjunction with the other information that the Company includes in reports, statements and other filings it makes with the SEC.

Item 8.01 Other Events.