NOVAGOLD RESOURCES INC

NOVAGOLD RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited, US dollars in thousands)

Commitments and contingencies (Notes 7 and 8)

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on October 5, 2026. They are signed on the Company’s behalf by:

NOVAGOLD RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited, US dollars in thousands except per share amounts)

NOVAGOLD RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited, US dollars in thousands)

NOVAGOLD RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF EQUITY (DEFICIT)

(Unaudited, US dollars and shares in thousands)

• Accumulated other comprehensive loss

NOTE 1–** NATURE OF OPERATIONS AND BASIS OF PRESENTATION**

NOVAGOLD RESOURCES INC. and its affiliates and subsidiaries (collectively, “NOVAGOLD” or the “Company”) operate in the mining industry, focused on the exploration for and development of gold mineral properties. The Company’s principal asset is a 60% interest in the Donlin Gold project in Alaska, USA. The Company hasno realized revenues from its principal asset. The Donlin Gold project is owned and operated by Donlin Gold LLC, a Delaware limited liability company (“Donlin Gold”). NOVAGOLD owns 60% of the equity interests of Donlin Gold through NOVAGOLD Resources Alaska, Inc., an Alaska corporation (“NGRA”). Paulson Advisers LLC, a Delaware limited liability company, and certain of its affiliates (collectively, “Paulson”) own the remaining 40% of the equity interests of Donlin Gold through Donlin Gold Holdings LLC, a Delaware limited liability company (“DGH”). The membership interests of DGH are held by Donlin Gold Holdings II LLC, a Delaware limited liability company (“DGH II”), and certain other Paulson affiliates. Prior to June 3, 2025, Donlin Gold was owned equally by NGRA, a wholly-owned subsidiary of NOVAGOLD and Barrick Mining Corporation (“Barrick”). See Note 5 regarding changes to Donlin Gold ownership on June 3, 2025.

On July 21, 2026, the Company, Paulson, and NovaGold Corporation, a newly incorporated Delaware corporation (“New NOVAGOLD”) entered into a series of definitive transaction agreements pursuant to which, subject to the satisfaction of certain closing conditions, upon the consummation of the transactions contemplated thereby, New NOVAGOLD will own, directly and indirectly, 100% of Donlin Gold. See Note 6 for additional information regarding the proposed transaction.

The Condensed Consolidated Interim Financial Statements (“interim statements”) of NOVAGOLD are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with NOVAGOLD’s Consolidated Financial Statements for the year ended November 30, 2025. The year-end balance sheet data was derived from the audited financial statements and certain information and footnote disclosures required by United States generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted.

The functional currency of the Company is the U.S. dollar. Prior to April 22, 2025, the functional currency of NOVAGOLD, the parent company, was the Canadian dollar. Management reassessed the functional currency of the parent company, NOVAGOLD, and determined that as of April 22, 2025, given the increasing prevalence of U.S. dollar denominated activities and financing transactions, its functional currency changed from the Canadian dollar to the U.S. dollar. Prior to April 22, 2025, the effects of translating the Company’s Canadian operations from the Canadian dollar to the U.S. dollar were recorded inOther comprehensive income (loss) andAccumulated other comprehensive loss. The change in functional currency was accounted for prospectively from April 22, 2025, and prior period consolidated financial statements were not restated. Previously recorded cumulative translation adjustments were not reversed.

References in these Condensed Consolidated Interim Financial Statements and Notes to $ refer to United States (“U.S.”) dollars and C$ to Canadian dollars. Dollar amounts are in thousands, except for per share amounts.

NOTE 2–** SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Contingent note receivable

A portion of the consideration from the Company’s 2018 sale of Galore Creek to a subsidiary of Newmont Corporation (“Newmont”) included a $75,000 note receivable, contingent upon the approval of a Galore Creek project construction plan by the owner(s). The Company has not assigned a value to the contingent note receivable as management determined that the approval of the Galore Creek project construction was not probable as of the closing of the Galore Creek sale or in subsequent periods. The contingent note will be recognized when, in management’s judgement, it is probable that the payment will occur, and that the amount recorded will not reverse in subsequent periods.

Investment in affiliates

Investments in unconsolidated ventures over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method and include the Company’s investment in the Donlin Gold project. The Company identified Donlin Gold as a Variable Interest Entity (“VIE”) as it is dependent on funding from its owners. Prior to June 3, 2025, all funding, ownership, voting rights, and power was shared equally on a 50/50 basis between the owners of the VIE. On June 3, 2025, the Company increased its ownership interest in Donlin Gold to 60% (Note 5) resulting in the funding and ownership being shared on a 60/40 basis between the Company and Paulson. However, the power to exercise control and direct the activities of Donlin Gold continues to be shared equally on a 50/50 basis between the Company and Paulson. As such, the Company has determined it continues to not be the primary beneficiary of the VIE. The Company’s maximum exposure to loss is its equity investment in Donlin Gold.

The equity method is a basis of accounting for investments whereby the initial and any subsequent investment is recorded at cost and the carrying value is adjusted thereafter to include the investor’s pro rata share of post-acquisition earnings or losses of the investee, as computed by the consolidation method. Cash funding increases the carrying value of the investment. Profit distributions received or receivable from an investee reduce the carrying value of the investment.

Donlin Gold is a non-publicly traded equity investee owning an exploration and development project. Therefore, the Company assesses whether there has been a potential triggering event for other-than-temporary impairment by assessing the underlying assets of the equity investee for recoverability and assessing whether there has been a change in the development plan or strategy for the project. If the underlying assets are not recoverable, the Company will record an impairment charge equal to the difference between the carrying amount of the investee and its fair value.

Share-based payments

The Company records share-based compensation awards exchanged for employee services at fair value on the date of the grant and expenses the awards in the Consolidated Statements of Loss over the requisite employee service period. The fair values of stock options are determined using a Black-Scholes option pricing model. The fair values of PSUs are determined using a Monte Carlo valuation model. The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option and PSU grants, estimates of forfeitures, the Company’s performance, and the Company’s performance in relation to its peers.

Recently Issued Accounting Pronouncements and Securities and Exchange Commission Rules

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosures of relevant income statement expenses to improve financial reporting by enhancing transparency in the notes to the financial statements, specifically regarding expense categories. The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2028, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) Narrow-Scope Improvements.” The ASU clarifies and reorganizes interim reporting guidance, including disclosure requirements related to events occurring since the end of the most recent annual reporting period, and improves the presentation and usability of interim financial statement disclosures. The ASU is effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its interim financial reporting and does not expect the adoption of this ASU to have a material impact on the consolidated financial statements.

NOTE 3–** SEGMENTED INFORMATION**

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”). At present, the Company operates a single reportable segment. The CODM, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Chief Executive Officer. The Chief Executive Officer evaluates the Company’s performance based on the overall results of the Company, including the performance of its investment in the Donlin Gold project (Note 5). The Company uses a single U.S. GAAP-consistent measure of segment profit or loss with no reconciling items or measurement differences. Management has concluded that consolidated net income (loss) is the appropriate measure of segment profit or loss. The CODM does not regularly receive or review discrete segment-level expense categories separate from those presented in the consolidated statements of operations. Accordingly, no significant segment expenses are separately disclosed, as all expenses are included within the consolidated statements of loss.

NOTE 4–** NOTES RECEIVABLE**

Galore Creek

On July 27, 2018, the Company sold its interest in the Galore Creek project to a subsidiary of Newmont for cash proceeds of $100,000 on closing, a $75,000 note due upon the earlier of the completion of a Galore Creek pre-feasibility study or July 27, 2021, a $25,000 note due upon the earlier of the completion of a Galore Creek feasibility study or July 27, 2023, and a contingent note for $75,000 due upon approval of a Galore Creek project construction plan by the owner(s). The Company received from Newmont $75,000 on July 27, 2021, and $25,000 on July 27, 2023.

No value was assigned to the final $75,000 contingent note. The Company determined that Galore Creek project construction approval was not probable as of the closing of the Galore Creek sale. The Company’s assessment has not changed as of August 31, 2026. The contingent note will be recognized when, in management’s judgement, it is probable that the payment will occur, and that the amount recorded will not reverse in subsequent periods.

NOTE 5–** INVESTMENT IN DONLIN GOLD**

On June 3, 2025, the Company closed on a membership interest purchase agreement among Paulson, Barrick Gold U.S. Inc., Barrick (together, the “Barrick Parties”), DGH and NGRA, a subsidiary of the Company, whereby the Barrick Parties sold their 50% interest in Donlin Gold to DGH and NGRA, for $1,000,000 (the “Donlin Gold Transaction”). In accordance with the agreement, NGRA acquired an additional 10% interest in Donlin Gold for $200,000 and DGH acquired a 40% interest in Donlin Gold for $800,000.

As part of the consideration paid for the additional 10% interest, NGRA paid an additional working capital adjustment of $980 to the Barrick Parties and incurred transaction costs of $9,070. The consideration, working capital adjustment and transaction costs were capitalized and included in the Company’sInvestment in Donlin Gold.

The Donlin Gold project is owned and operated by Donlin Gold, a limited liability company in which, effective June 3, 2025, NGRA, a wholly-owned subsidiary of NOVAGOLD and DGH owned a 60% and 40% interest, respectively. While the Company has a 60% economic interest in Donlin Gold following the Donlin Gold Transaction, the Company and Paulson have equal governance rights. Donlin Gold has a board offour representatives, withtwo representatives selected by Paulson andtwo representatives selected by the Company. All significant decisions related to Donlin Gold require the approval of at least a majority of the Donlin Gold board.

Changes in the Company’sInvestment in Donlin Gold are summarized as follows:

The following amounts represent the Company’s 60% share of the assets and liabilities of Donlin Gold following the Donlin Gold Transaction on June 3, 2025. Subsequent to the completion of the Donlin Gold Transaction, the carrying value of the Company’s investment in Donlin Gold exceeded the net assets of Donlin Gold due to the capitalization of the consideration paid to acquire an additional 10% interest of Donlin Gold and transaction costs of $9,070. Prior to June 3, 2025, the Company held a 50% economic interest in Donlin Gold and the carrying value of the Company’s investment in Donlin Gold was less than the net assets of Donlin Gold as Donlin Gold capitalized Barrick’s initial contribution of the Donlin Gold property at inception asNon-current assets: Mineral property with a cost basis of $64,000 while the Company’s initial contribution to Donlin Gold consisted of historical exploration which NOVAGOLD previously expensed.

NOTE 6–** PROPOSED TRANSACTION**

On July 21, 2026, the Company, Paulson and New NOVAGOLD entered into an arrangement agreement (the “Arrangement Agreement”), pursuant to which New NOVAGOLD agreed to acquire all issued and outstanding common shares of the Company by way of a statutory plan of arrangement under Division 5 Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”), whereby each common share of the Company (other than any common share held by New NOVAGOLD and any common shares in respect of which a Company shareholder has validly exercised its dissent rights) will be exchanged for one share of voting common stock of New NOVAGOLD, par value $0.001.

In connection with the Arrangement, on July 21, 2026, New NOVAGOLD and Paulson Advisers entered into a Contribution Agreement (the “Contribution Agreement”). Under the terms of the Contribution Agreement, substantially concurrently with, but immediately prior to, the consummation of the Arrangement, Paulson Advisers will cause its applicable affiliates to contribute all of their equity interests in DGH and DGH II (which hold, directly and indirectly, the remaining 40% ownership interest in Donlin Gold not held by NOVAGOLD prior to such contribution) to New NOVAGOLD in exchange for shares of voting common stock and non-voting common stock of New NOVAGOLD, which number of New NOVAGOLD shares will be determined 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 the NOVAGOLD common shares as of July 21, 2026.

New NOVAGOLD and Paulson also entered into an Investor Rights Agreement (the “Investor Rights Agreement”) on July 21, 2026, which sets forth, among other things, Paulson’s rights and obligations with respect to New NOVAGOLD following the consummation of the Arrangement, and a Master Implementation Agreement with NOVAGOLD and NGRA (the “Master Implementation Agreement” and, together with the Arrangement Agreement, the Contribution Agreement and the Investor Rights Agreement, the “Transaction Agreements”), which sets forth, among other things, certain of the parties’ rights and obligations with respect to, and the sequencing of, the transactions contemplated by the Transaction Agreements (collectively, the “Transactions”).

New NOVAGOLD was incorporated on July 21, 2026 under the laws of the State of Delaware under the name “NovaGold Corporation”. Upon its incorporation, New NOVAGOLD was authorized to issue two shares of common stock, each having a par value of $0.001. Each of NOVAGOLD and Paulson Advisers LLC subscribed for and received one common share of New NOVAGOLD. New NOVAGOLD was incorporated for the purpose of consummating the Transactions.

Pursuant to the Transaction Agreements, upon the consummation of the Transactions, New NOVAGOLD will become the parent company of NOVAGOLD and its subsidiaries and will own, directly and indirectly,100% of Donlin Gold. The Transactions are expected to close in the fourth calendar quarter of 2026 and upon closing, New NOVAGOLD will effectively be a continuation of the Company. Completion of the Transactions is subject to, among other things, approval by the Company’s shareholders, court approval, regulatory and stock exchange approvals and the satisfaction of customary closing conditions.

The Company evaluated its interest in New NOVAGOLD and determined that New NOVAGOLD is a VIE established to facilitate the proposed Transactions, with the significant transaction steps largely predetermined at formation and currently has no substantive operations or employees (other than in connection with the Transactions). Accordingly, despite NOVAGOLD and Paulson Advisers LLC having equal governance rights over New NOVAGOLD, the Company consolidated New NOVAGOLD into its Condensed Consolidated Interim Financial Statements from the date of formation and all intercompany transactions and balances with New NOVAGOLD were eliminated on consolidation.

As of August 31, 2026, the Transactions had not yet been completed. Accordingly, the Company continues to account for its 60% ownership interest in Donlin Gold under the equity method as described in Note 5. No accounting effects related to the potential acquisition of Paulson’s 40% interest in Donlin Gold have been recognized in the Company’s Condensed Consolidated Interim Financial Statements as of August 31, 2026.

NOTE 7–** OTHER ASSETS**

During the first nine months of 2026, all of the Company’s marketable equity securities were sold.

NOTE 8–** PROMISSORY NOTE**

The Company has a promissory note payable to Barrick of $177,506, comprising $158,916 in principal, and $18,590 in accrued interest at U.S. prime plus 2%, compounded semi-annually. The original promissory note resulted from the agreement that led to the formation of Donlin Gold, where the Company agreed to reimburse Barrick for a portion of their expenditures incurred from April 1, 2006 to November 30, 2007. The promissory note and accrued interest are payable from 85% of distributed processed products, cash and other assets from Donlin Gold, and payments of 5% of certain net proceeds specified in the promissory note. The carrying value of the promissory note is based on accrued interest at U.S. prime plus 2%. The fair value of the promissory note approximates its prepayment option amount of $100,000 (Note 11).

Concurrent with the closing of the Donlin Gold Transaction on June 3, 2025, the Company entered into an amended and restated secured promissory note with Barrick that provides the Company with the option to prepay the promissory note in full for $100,000 on or before December 3, 2026. In addition, the security package was modified in order to exclude any property held by Donlin Gold or the membership interest in Donlin Gold held by NGRA; however, it remains secured by NGRA’s right, title and interest to proceeds from Donlin Gold. All other terms of the promissory note remain the same.

Changes in the Company’sPromissory Note are summarized as follows:

NOTE 9–** OTHER LIABILITIES**

NOTE 10–** EQUITY TRANSACTIONS**

2026 Private Placement Offering

On February 5, 2026, the Company closed a private placement for 31,020,000 common shares of NOVAGOLD at a price of $10.00 per share, which included the partial exercise of the overallotment option. On closing, the Company received aggregate gross proceeds of $310,200 before deducting fees and other offering expenses totaling approximately $16,200.

2025 Public Equity Offering and Private Placement Offering

On May 9, 2025, the Company closed a public equity offering of 47,850,000 shares of NOVAGOLD at a price of $3.75 per share. As part of the public equity offering, the Company granted the underwriters a 30-day overallotment option to purchase up to an additional 7,177,500 common shares at a price of $3.75 per share less underwriting discounts and commissions. Concurrent with the public offering, the Company also closed a private placement for 17,173,853 common shares of NOVAGOLD at a price of $3.75 per share on May 9, 2025. On June 5, 2025, the Company issued an additional 7,177,500 common shares of NOVAGOLD pursuant to the exercise in full of the overallotment option by the underwriters. The public equity offering and concurrent private placement offering are referred to herein as the “May 2025 Offering”.

On closing of the May 2025 Offering, the Company received aggregate gross proceeds of $243,839 before deducting fees and other offering expenses totaling approximately $9,734. On closing of the overallotment option exercise, the Company received additional aggregate gross proceeds of approximately $26,915 before deducting fees and other offering expenses totaling approximately $1,434.

Warrants

Concurrent with the Donlin Gold Transaction announced on April 22, 2025, the Company entered into a backstop commitment agreement with certain institutional investors, pursuant to which the investors committed to purchase up to $170,000 of the Company’s common shares to partially fund the $200,000 payment to the Barrick Parties under the Donlin Gold Transaction discussed in Note 5. As consideration for providing this commitment, and independent of whether the backstop was ultimately exercised, the Company issued 25,500,000 warrants to the investors enabling them to purchase common shares of NOVAGOLD for an exercise price of $3.00 per share (“Backstop Warrants”). The Backstop Warrants contain a “cashless exercise” feature, such that, in lieu of making a cash payment to NOVAGOLD upon the exercise of the Backstop Warrant, the warrant holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares equivalent to the Backstop Warrants’ intrinsic value, as determined according to the formula set forth in the Backstop Warrants. The Backstop Warrants expire in April 2030 and contain customary anti-dilution provisions.

As discussed above, the Company subsequently completed the May 2025 Offering and the backstop commitment expired unexercised in May 2025. The Company determined the Backstop Warrants met the conditions for equity classification in accordance with U.S. GAAP and were included as a component of shareholders’ equity (deficit).

The Company estimated the fair value of the Backstop Warrants using the Black-Scholes option pricing model on the grant date. Key inputs included a 5-year term, an exercise price of $3.00 per share, a risk-free interest rate of 3.97%, and an expected volatility of 51.20%, based on the Company’s 5-year historical stock price. Based on these assumptions, the estimated fair value was $1.55 per warrant, resulting in a total fair value of $39,607. As the Backstop Warrants were not a direct offering cost associated with the May 2025 Offering, the $39,607 was recorded as a non-cash expense in the second quarter of 2025.

Changes in the Company’s outstanding Backstop Warrants are summarized as follows:

NOTE 11–** FAIR VALUE ACCOUNTING**

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s financial instruments consist of cash and cash equivalents, term deposits, accounts receivable, including from Donlin Gold, marketable equity securities, accounts payable and accrued liabilities, and a promissory note. The fair value of the promissory note approximates its prepayment option amount of $100,000 (Note 8). The promissory note’s carrying value is based on accrued interest at U.S. prime plus 2%. The fair values of the Company’s other financial instruments approximate their carrying value due to the short‐term nature of their maturity. The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, term deposits, accounts receivable, including from Donlin Gold, accounts payable and accrued liabilities, and a promissory note. The Company’s marketable equity securities are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equity securities wasnil as of August 31, 2026 ($4,406 as of November 30, 2025), calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.

NOTE 12–** GENERAL AND ADMINISTRATIVE EXPENSE**

NOTE 13–** OTHER (EXPENSE) INCOME, NET**

NOTE 14–** SHARE-BASED COMPENSATION**

The following table shows the recognized share-based compensation expense by award type:

Stock options

A summary of stock options outstanding and activity during the nine months ended August 31, 2026 are as follows:

The following table summarizes key stock option valuation inputs and other information regarding the option grants:

As of August 31, 2026, the Company had $5,385 of unrecognized compensation cost related to 4,091,152 non-vested stock options expected to be recognized and vest over a period of approximately 2.92 years.

Performance share units

The Company has granted PSUs under the May 26, 2009 PSU Plan to all employees of the Company that represent shares potentially issuable in the future. PSUs granted pursuant to the PSU Plan have athree-year performance period between the grant date and the maturity date, when a vesting determination is made. The number of PSUs vesting is based on the Company’s common share price performance relative to the performance of the S&P/TSX Global Gold Index between the PSU grant date and the maturity date. This relative performance is converted to a percentage which translates to an adjustment factor used to determine the number of PSUs that will vest on or shortly after the maturity date. PSUs can vest anywhere from 0% to 150% of the PSU grant amount depending upon the relative share price performance.

A summary of PSU awards outstanding and activity during the nine months ended August 31, 2026 are as follows:

The following table summarizes key PSU valuation inputs and other information regarding the PSU grants:

As of August 31, 2026, the Company had $5,417 of unrecognized compensation cost related to 1,902,400 non-vested PSU awards expected to be recognized and vest over a period of approximately 2.43 years.

NOTE 15–** RELATED PARTY TRANSACTIONS**

The Company provided management and administrative services to Donlin Gold for $471 and $1,362 in the three and nine months ended August 31, 2026, respectively ($201 and $533 in the three and nine months ended August 31, 2025, respectively). As of August 31, 2026, the Company has accounts receivable from Donlin Gold of $139 (November 30, 2025: $1,044) included inOther current assets.

As consideration for providing a backstop commitment to the Company on April 22, 2025, NOVAGOLD issued Backstop Warrants (Note 10) to three institutional investors, one of which was Electrum Strategic Resources L.P. (“Electrum”). The Backstop Warrants had an estimated aggregate fair value at grant of $39,607. Electrum received 6,375,000 Backstop Warrants having a fair value of approximately $9,902. Dr. Thomas Kaplan, NOVAGOLD’s Chairman of the Board, is the Chairman and Chief Executive Officer of The Electrum Group LLC, an affiliate of Electrum. Electrum is the largest shareholder of NOVAGOLD.

Additionally, Electrum was one of two institutional investors who participated in the private placement component of the May 2025 Offering as described in Note 10. Electrum purchased 13,333,334 shares of NOVAGOLD in the May 2025 Offering for $50,000.

In connection with the Transactions, the Company’s wholly owned subsidiary, NovaGold USA, Inc. (“NOVAGOLD USA”), entered into a loan agreement with New NOVAGOLD on July 21, 2026, whereby NOVAGOLD USA has committed to make advances to New NOVAGOLD, upon request (“Note Receivable”). New NOVAGOLD is 50% owned by each of NOVAGOLD and Paulson Advisers LLC. Since New NOVAGOLD is consolidated by the Company (Note 6), the Note Receivable advances and related interest between NOVAGOLD USA and New NOVAGOLD are eliminated on consolidation.