Form 8-K

8-K — NOVAGOLD RESOURCES INC

Accession: 0001104659-26-085824

Filed: 2026-07-22

Period: 2026-07-21

CIK: 0001173420

SIC: 1040 (GOLD & SILVER ORES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2619701d2_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2619701d2_ex2-1.htm)

EX-2.2 — EXHIBIT 2.2 (tm2619701d2_ex2-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2619701d2_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2619701d2_ex10-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2619701d2_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2619701d2_ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 21, 2026

NOVAGOLD RESOURCES INC.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia

001-31913

N/A

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification)

201 South Main Street, Suite 400, Salt

Lake City, Utah 84111

(Address of principal executive offices) (Zip Code)

(801) 639-0511

(Registrant’s Telephone Number, Including

Area Code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares

NYSE American

Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive

Agreement.

Arrangement Agreement

On July 21, 2026, NovaGold Resources Inc.

(“NovaGold” or the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”)

with NovaGold Corporation, a Delaware corporation (“New NovaGold”), and Paulson Advisers LLC, a Delaware limited liability

company (“Paulson” or the “Investor”), pursuant to which, among other things, and on the terms and subject to

the conditions thereof, New NovaGold will acquire all of the issued and outstanding common shares of NovaGold (the “NovaGold Shares”)

by way of an arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) in accordance with

the plan of arrangement of NovaGold (the “Plan of Arrangement”). The Board of Directors of the Company (the “NovaGold

Board”) has unanimously determined that the Arrangement is in the best interests of the Company and has resolved to recommend that

the Company’s shareholders vote in favor of the Arrangement. Capitalized terms used herein but not otherwise defined have the meaning

set forth in the Arrangement Agreement.

Effect on Capital Stock

Pursuant to the Arrangement Agreement and Plan

of Arrangement, at the effective time of the Arrangement (the “Effective Time”), each NovaGold Share (other than any NovaGold

Share held by New NovaGold and any NovaGold Shares in respect of which a NovaGold Shareholder has validly exercised his, her or its dissent

right) will be exchanged for one share of voting common stock of New NovaGold, par value $0.001.

Treatment of Equity Awards

The Arrangement Agreement provides that NovaGold

Options, NovaGold PSUs and NovaGold DSUs will be treated in accordance with the NovaGold Option Plan, the NovaGold PSU Plan and the NovaGold

DSU Plan, respectively, as supplemented by Schedule F thereto. Subject to the terms of the Arrangement Agreement, at the Effective Time:

· each outstanding option to purchase NovaGold

Shares (each, a “NovaGold Option”) will be assumed by New NovaGold (each, an “Assumed NovaGold Option”) and become

an option to purchase shares of New NovaGold voting common stock (“New NovaGold Voting Shares”) on the same terms and conditions

(including applicable vesting, exercise and expiration provisions) as were applicable to such NovaGold Option immediately prior to the

Effective Time. The number of New NovaGold Voting Shares subject to an Assumed NovaGold Option will be equal to the number of NovaGold

Shares subject to such NovaGold Option immediately prior to the Effective Time and the per share exercise price for the New NovaGold Voting

Shares issuable upon exercise of an Assumed NovaGold Option will be equal to the exercise price per NovaGold Share at which such NovaGold

Option was exercisable immediately prior to the Effective Time;

· each outstanding performance share unit of NovaGold

(each, a “NovaGold PSU”) will be converted into a restricted stock unit with respect to New NovaGold Voting Shares (each,

an “Assumed NovaGold PSU”) on the same terms and conditions as were applicable to such NovaGold PSU immediately prior to the

Effective Time. The number of New NovaGold Voting Shares subject to an Assumed NovaGold PSU will be equal to the number of NovaGold Shares

subject to such NovaGold PSU immediately prior to the Effective Time and such Assumed NovaGold PSUs will continue to be subject to the

same performance-based vesting conditions as applied to such NovaGold PSU immediately prior to the Effective Time; and

· each outstanding deferred share unit of NovaGold

(each, a “NovaGold DSU”) will be converted into a deferred share unit with respect to New NovaGold Voting Shares (each, an

“Assumed NovaGold DSU”) on the same terms and conditions as were applicable to such NovaGold DSU immediately prior to the

Effective Time (including with respect to termination-related provisions). The number of New NovaGold Voting Shares subject to an Assumed

NovaGold DSU will be equal to the number of NovaGold Shares subject to such NovaGold DSU immediately prior to the Effective Time.

At the Effective Time, New NovaGold will assume

each of NovaGold’s equity incentive plans (collectively, the “NovaGold Equity Plans”), NovaGold’s employee share

purchase plan (the “NovaGold ESPP”) and all obligations of the Company under the NovaGold Equity Plans with respect to the

Assumed NovaGold Options, Assumed NovaGold PSUs and Assumed NovaGold DSUs, and the number and kind of shares available for issuance under

the NovaGold Equity Plans and the NovaGold ESPP will be adjusted to reflect New NovaGold Voting Shares in accordance with the provisions

of the NovaGold Equity Plans.

Treatment of NovaGold Warrants

The Arrangement Agreement reflects that the outstanding

warrants to purchase NovaGold Shares (the “NovaGold Warrants”) will be subject to the contractual adjustment provisions contained

in the applicable warrant instruments. As a result, following the Effective Time, each NovaGold Warrant will, in accordance with its terms,

become exercisable for New NovaGold Voting Shares on such adjusted terms as are provided for in the applicable warrant instrument upon

the occurrence of the transactions contemplated by the Arrangement.

Representations, Warranties and Covenants

The Company, New NovaGold and Paulson have each

made customary representations, warranties and covenants in the Arrangement Agreement. Among other things, the Company has agreed (i) to

use reasonable best efforts to conduct its business in the ordinary course consistent with past practice during the period between the

execution of the Arrangement Agreement and the Effective Time, (ii) not to take certain actions without the prior written consent

of Paulson (which consent will not be unreasonably withheld, conditioned or delayed) and (iii) to honor existing exculpation, indemnification,

and expense-advancement rights of NovaGold’s and its subsidiaries’ current and former directors and officers regarding matters

prior to and up to the Effective Time of the Arrangement, and to purchase customary “tail” directors’ and officers’

liability insurance coverage.

Conditions to the Arrangement

The obligations of NovaGold and New NovaGold to

complete the Arrangement are subject to the satisfaction or waiver of certain customary conditions set forth in the Arrangement Agreement,

including, but not limited to: (1) the approval and adoption of the Arrangement Resolution by the NovaGold Shareholders at the NovaGold

Meeting in accordance with the Interim Order, (2) the granting of the Interim Order and Final Order of the Supreme Court of British

Columbia, (3) the absence of any legal restraint prohibiting, enjoining or making illegal the consummation of the Arrangement, or

that is reasonably likely to result in (x) a prohibition or restriction on the acquisition by New NovaGold of any NovaGold Shares

or a person obtaining from NovaGold any material damages in connection with the Arrangement, (y) a prohibition or material limit

on the ownership by New NovaGold of NovaGold or any material portion of their businesses or (z) an imposition of limitations on the

ability of New NovaGold to acquire or hold or exercise full rights of ownership of any NovaGold Shares, (4) the Consideration Shares

to be issued pursuant to the Arrangement either being exempt from the registration requirements of the U.S. Securities Act pursuant to

Section 3(a)(10) thereof or being registered pursuant to an effective registration statement under the U.S. Securities Act,

(5) evidence of NYSE approval of the listing and posting for trading of the Consideration Shares upon completion of the Arrangement,

in form satisfactory to NovaGold and New NovaGold, (6) the receipt of all requisite TSX, NYSE and NYSE American approvals for the

Arrangement and the transactions contemplated by the Transaction Agreements (including, if applicable, any shareholder approvals), (7) the

consummation of the transactions contemplated by the Contribution Agreement or the confirmation in writing by the parties thereto that

all conditions to closing the transactions contemplated thereby have been satisfied or waived and that the transactions contemplated thereby

will be consummated substantially simultaneously with the Effective Time, (8) the effectiveness of the Master Implementation Agreement

in accordance with the terms thereof, (9) the substantially concurrent effectiveness of the Investor Rights Agreement in accordance

with the terms thereof, and (10) holders of no more than ten percent (10%) of the NovaGold Shares having exercised dissent rights.

Each of the preceding conditions precedent may only be waived with the mutual written agreement of NovaGold, New NovaGold and Paulson

(to the extent not prohibited by applicable law).

The obligations of NovaGold to complete the Arrangement

are also conditioned upon (1) the other parties’ representations and warranties being true and correct, subject to certain

materiality qualifiers; (2) the other parties having performed their respective pre-closing obligations under the Arrangement Agreement

in all material respects; (3) the absence of a New NovaGold Material Adverse Effect and a Paulson Material Adverse Effect; and (4) the

other parties having delivered certificates certifying that their respective conditions set forth in the Arrangement have been satisfied.

The obligations of New NovaGold to complete the

Arrangement are also conditioned upon (1) the other parties’ representations and warranties being true and correct, subject

to certain materiality qualifiers; (2) the other parties having performed their respective pre-closing obligations under the Arrangement

Agreement in all material respects; (3) the absence of a NovaGold Material Adverse Effect and a Paulson Material Adverse Effect;

and (4) the other parties having delivered certificates certifying that their respective conditions set forth in the Arrangement

have been satisfied.

The obligations of Paulson to complete the Arrangement

are also conditioned upon (1) the adoption of the (i) New NovaGold Charter, (ii) New NovaGold Bylaws, (iii) New NovaGold

Audit Committee Charter, New NovaGold Compensation Committee Charter, and the New NovaGold Nominating and Governance Committee Charter,

(iv) NGC Establishment Resolutions of New NovaGold, and (v) Independence Resolutions, in each case, as of the Effective Date;

(2) the other parties’ representations and warranties being true and correct, subject to certain materiality qualifiers; (3) the

other parties having performed their respective pre-closing obligations under the Arrangement Agreement in all material respects; (4) the

absence of a NovaGold Material Adverse Effect and a New NovaGold Material Adverse Effect; (5) the other parties having delivered

certificates certifying that their respective conditions set forth in the Arrangement have been satisfied; and (6) Paulson receiving

a tax opinion from its counsel to the effect that the Contribution (as defined below) and the Arrangement, taken together, should qualify

as an exchange within the meaning of Section 351 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),

which condition will be deemed satisfied, if Paulson does not receive such tax opinion, by the delivery of a similar written opinion to

New NovaGold by its counsel.

Termination Rights

The Arrangement Agreement contains certain termination

rights in favor of each Party, including the right of any party to terminate if (1) the Arrangement Resolution is not approved by

the NovaGold Shareholders at the NovaGold Meeting; (2) any law is enacted that makes the Arrangement illegal and such law has become

final and non-appealable; (3) the Effective Time does not occur on or prior to March 31, 2027 (the “Outside Date”);

(4) any other Transaction Agreement is terminated in accordance with its terms; (5) prior to the receipt of the NovaGold Shareholders

approval at the NovaGold Meeting, NovaGold enters into a Superior Proposal (to the extent permitted by and subject to the terms of the

Master Implementation Agreement); or (6) certain conditions relating to requisite approvals or dissent rights are not capable of

being satisfied by the Outside Date.

In addition, the Arrangement Agreement contains

certain specific termination rights in favor of:

· NovaGold, subject to the advance written consent

of Paulson (which may not be unreasonably conditioned, withheld or delayed), if New NovaGold has breached its representations, warranties

or covenants such that the applicable closing conditions would not be satisfied, and such breach is not curable by the Outside Date or,

if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice, or if

a New NovaGold Material Adverse Effect has occurred and is continuing and such New NovaGold Material Adverse Effect is not curable by

the Outside Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days

after notice; provided that such termination right will not be available to NovaGold if NovaGold is then in breach of its representations,

warranties or covenants (which breach would result in the applicable closing conditions not being satisfied);

· New NovaGold, subject to the advance written

consent of Paulson (which may not be unreasonably conditioned, withheld or delayed), if NovaGold has breached its representations, warranties

or covenants such that the applicable closing conditions would not be satisfied, and such breach is not curable by the Outside Date or,

if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice, or if

a NovaGold Material Adverse Effect has occurred and is continuing and such NovaGold Material Adverse Effect is not curable by the Outside

Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice;

provided that such termination right will not be available to New NovaGold if New NovaGold is then in breach of its representations, warranties

or covenants (which breach would result in the applicable closing conditions not being satisfied);

· NovaGold or New NovaGold, if Paulson has breached

its representations, warranties or covenants in the Arrangement Agreement or Contribution Agreement such that the applicable closing conditions

would not be satisfied, and such breach is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured

by the earlier of the Outside Date and thirty (30) days after notice, or if a Paulson Material Adverse Effect has occurred and is continuing

and such Paulson Material Adverse Effect is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not

cured by the earlier of the Outside Date and thirty (30) days after notice; provided that such termination right will not be available

to NovaGold or New NovaGold if NovaGold or New NovaGold, as applicable, is then in breach of any representations, warranties or covenants

(which breach would result in the applicable closing conditions not being satisfied); and

· Paulson, if NovaGold or New NovaGold has breached

its representations, warranties or covenants in the Arrangement Agreement or Contribution Agreement such that the applicable closing conditions

would not be satisfied, and such breach is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured

within thirty (30) days after notice, or if a NovaGold Material Adverse Effect or New NovaGold Material Adverse Effect has occurred and

is continuing and such NovaGold Material Adverse Effect or New NovaGold Material Adverse Effect is not curable by the Outside Date or,

if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice from

Paulson; provided that such termination right will not be available to Paulson if Paulson is then in breach of its representations, warranties

or covenants (which breach would result in the applicable closing conditions not being satisfied).

Intended Tax Treatment

It is intended that the Arrangement and the Contribution

(as described below), taken together, should qualify as a tax-free exchange under Section 351 of the Code for U.S. federal income

tax purposes.

The foregoing description of the Arrangement Agreement

and the transactions contemplated thereunder, including the Arrangement, is only a summary, does not purport to be complete and is qualified

in its entirety by reference to the full text of the Arrangement Agreement, which is filed as Exhibit 2.1 to this Current Report

on Form 8-K and is incorporated herein by reference. The Arrangement 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 or their respective subsidiaries. The representations, warranties and covenants contained in

the Arrangement Agreement were made only for purposes of the Arrangement 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 Arrangement 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 Securities and Exchange Commission (the “SEC”).

Master Implementation Agreement

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.

Contribution Agreement

Concurrently with the execution of the Arrangement

Agreement and the Master Implementation Agreement, New NovaGold and Paulson entered into a Contribution Agreement (the “Contribution

Agreement”), pursuant to which, immediately prior to and substantially concurrently with the Effective Time, Paulson will cause

its affiliates (collectively, the “Paulson Members”) to contribute all of their interests in Donlin Gold Holdings LLC, a Delaware

limited liability company (“Donlin Holdings”), and Donlin Gold Holdings II LLC, a Delaware limited liability company (“Donlin

Holdings II”) (such interests, collectively, the “Paulson Interests”), as applicable, to New NovaGold in exchange for

shares of voting and non-voting common stock of New NovaGold (with Paulson’s voting common stock of New NovaGold to be capped at

19.99%), as applicable, which will be determined based on a 10% discount to the equity value of Paulson’s 40% ownership interest

in Donlin Gold LLC (“Donlin”) implied by the equity value of NovaGold based on the 10-day volume-weighted average price of

the NovaGold Shares as of July 21, 2026, as set forth in the Contribution Agreement (such transactions, the “Contribution”).

The Paulson Interests constitute, directly and/or indirectly, all of the issued and outstanding equity interests of Donlin Holdings and

Donlin Holdings II. Donlin Holdings holds a forty percent (40%) membership interest in Donlin, the entity that holds the Donlin Gold project

in Alaska.

Contingent upon the consummation of the transactions

contemplated by the Contribution Agreement and the other Transaction Agreements, at and effective as of the Contribution Closing, and

subject to the occurrence of the Effective Time, Paulson will cause Donlin Holdings and Donlin Holdings II and the Paulson Members and

New NovaGold will cause NovaGold Resources Alaska, Inc. (the “NovaGold Member”) to execute and deliver a waiver agreement,

pursuant to which the NovaGold Member will waive its right to exercise its right of first refusal with respect to the Paulson Members

in connection with the transactions contemplated by the Contribution Agreement and the Donlin Contribution Agreements (as defined in the

Contribution Agreement).

The closing of the Contribution will occur immediately

prior to the Effective Time following the satisfaction or waiver of applicable conditions, including the effectiveness of the Master Implementation

Agreement, the execution and delivery of the Waiver Agreement, the substantially concurrent consummation of the Arrangement, the substantially

concurrent effectiveness of the Investor Rights Agreement and the receipt of all requisite stock exchange approvals. The obligations of

Paulson to consummate the Contribution are further conditioned on the confirmation by NovaGold and New NovaGold of the satisfaction of

the applicable closing conditions to complete the Arrangement set forth in the Arrangement Agreement. The obligations of New NovaGold

to consummate the Contribution are further conditioned on, among other things, the delivery by each of the Paulson Members to New NovaGold

of duly executed Donlin Contribution Agreements, the consummation of the transactions contemplated by the Donlin Contribution Agreements

prior to or substantially concurrently with the Contribution Closing and the confirmation by Paulson of the satisfaction of the applicable

closing conditions to complete the Arrangement set forth in the Arrangement Agreement. The Paulson Members may not transfer any of the

Paulson Interests (other than to New NovaGold) from the date of the Contribution Agreement until the earlier of the closing of the Contribution

or the termination of the Transaction Agreements.

The Contribution Agreement contains customary

representations, warranties and covenants, and may be terminated by mutual agreement or by either party if such party is entitled to terminate

the Arrangement Agreement in accordance with the terms thereof. Certain specified representations and warranties of the parties survive

until the one-year anniversary of the Contribution Closing Date.

The foregoing description of the Contribution

Agreement does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, which is filed

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Investor Rights Agreement

Concurrently with the execution of the Arrangement

Agreement, the Master Implementation Agreement and the Contribution Agreement, New NovaGold and Paulson entered into an Investor Rights

Agreement (the “Investor Rights Agreement”), which, among other things, sets forth Paulson’s rights and obligations

with respect to New NovaGold following the consummation of the Arrangement. The Investor Rights Agreement becomes effective at the Effective

Time and terminates when Paulson, together with its affiliates, ceases to beneficially own at least ten percent (10%) of the issued and

outstanding New NovaGold Shares.

Board Composition

On the Effective Date, the New NovaGold Board

will consist of eleven (11) directors. John Paulson and Thomas Kaplan will be appointed as initial co-chairs of the New NovaGold Board.

Paulson is entitled to designate two (2) board nominees (“Board Designee”) for so long as Paulson, together with its

affiliates, beneficially owns more than fifteen percent (15%) of the issued and outstanding New NovaGold Shares, one (1) board nominee

if it beneficially owns between ten percent (10%) and fifteen percent (15%) of the issued and outstanding New NovaGold Shares, and no

board nominees if it ceases to own at least ten percent (10%). The initial Board Designees on the Effective Date are John Paulson and

Marcelo Kim. So long as Paulson beneficially owns greater than twenty percent (20%) of the issued and outstanding New NovaGold Shares,

New NovaGold may not partake in the following without the approval of a majority of the directors, which majority must include John Paulson

(or, if he is not then serving, a Board Designee), among other things, (1) acquisitions or dispositions exceeding ten percent (10%)

of New NovaGold’s market cap, (2) amendments to New NovaGold’s charter and bylaws that materially and adversely affect

Paulson’s rights, (3) amendments to New NovaGold’s committee charters that materially and adversely affect Paulson’s

rights (subject to applicable law), (4) bankruptcy filings (subject to applicable law), (5) filing material tax returns or forms,

(6) related party transactions exceeding US$120,000, (7) activities outside the ordinary course of business, (8) incurring

indebtedness, issuing debt securities or equity securities (other than Excluded Securities (as defined in the Investor Rights Agreement))

or issuing options or warrants, in each case, exceeding US$100,000,000 individually or in aggregate.

Participation Right

So long as Paulson, together with its affiliates,

beneficially owns at least ten percent (10%) of the issued and outstanding New NovaGold Shares, Paulson has a right to subscribe for its

pro rata share of any equity securities that New NovaGold may sell and issue after the Effective Date, subject to certain exceptions for

employee compensation plans, acquisition consideration, exercise of convertible securities, and stock dividends or splits.

Registration Rights

The Investor Rights Agreement provides Paulson

with customary shelf registration rights, demand registration rights (subject to a minimum offering threshold of $25 million) and piggyback

registration rights with respect to its registrable securities. New NovaGold is required to file a registration statement within sixty

(60) days following the Effective Date covering the resale of Paulson’s registrable securities.

Standstill

So long as Paulson, together with its affiliates,

beneficially owns at least ten percent (10%) of the issued and outstanding New NovaGold Shares, Paulson has agreed to customary standstill

restrictions, including agreements not to acquire additional equity securities, seek control of the board, solicit proxies, or otherwise

seek to influence management, in each case without the prior written consent of at least two-thirds of the independent directors that

are not Board Designees. The standstill restrictions are subject to exceptions permitting confidential friendly offers or proposals to

New NovaGold relating to a potential transaction, Paulson tendering its Equity Securities following the date of a public recommendation

by the New NovaGold Board in favor of a bona fide tender offer or exchange offer made by a third party, Paulson exercising the Participation

Right and Paulson exercising the NovaGold Warrants held by it as of immediately prior to the Effective Date.

Voting Restrictions.

Until the earlier of (i) the six (6)-year

anniversary of the Effective Date and (ii) the one (1)-year anniversary of the date on which the Donlin Gold project first achieves

sustained nameplate production capacity, Paulson has agreed to vote its New NovaGold Shares with respect to the election of directors

in accordance with the recommendation of the Board. This obligation permanently falls away upon a Fallaway Event (as further described

below). Paulson has also agreed to abstain from voting on related party transactions between New NovaGold and Paulson or its affiliates.

Transfer Restrictions

Until the earliest to occur of (i) the completion

of the project financing for the Donlin Gold project, (ii) Paulson and its affiliates beneficially owning less than ten percent (10%)

of the issued and outstanding equity securities of New NovaGold, or (iii) the three (3)-year anniversary of the Effective Date, Paulson

has agreed not to transfer equity securities acquired on or following the Effective Date in connection with the Contribution, subject

to certain exceptions for transfers to controlled affiliates, transfers following a board-recommended tender offer and Paulson’s

New NovaGold Shares, issued upon conversion under the Arrangement Agreement of the NovaGold equity securities (including NovaGold Warrants)

that Paulson held immediately prior to the Effective Date. Paulson has also agreed not to knowingly transfer equity securities to any

activist investor, competitor or hostile party without the prior written consent of New NovaGold; provided, that Paulson may transfer

up to 9.99% of equity securities of New NovaGold to a competitor with the prior written consent of a majority of the disinterested directors

of New NovaGold. Upon a Fallaway Event (as further described below), Paulson will permanently be entitled to transfer up to five percent

(5%) of New NovaGold equity securities per calendar quarter (on a cumulative basis), including to competitors.

Fallaway Events

The Investor Rights Agreement provides that a

“Fallaway Event” occurs upon the earlier of: (i) a Board Designee or Replacement Designee (as defined in the Investor

Rights Agreement) ceasing to serve on the Board (other than by voluntary resignation) and the New NovaGold Nominating and Governance Committee

failing to approve a proposed Replacement Designee within forty-five (45) days, or (ii) John Paulson ceasing to serve on the New

NovaGold Nominating and Governance Committee (other than by voluntary resignation) and either (x) to the extent a Board Designee

who satisfies the applicable independence requirements then sits on the Board, the Board failing to appoint a qualifying Board Designee

to the New NovaGold Nominating and Governance Committee, or (y) if no such qualifying Board Designee then sits on the Board, the

New NovaGold Nominating and Governance Committee failing to approve a proposed Replacement Designee, in each case within forty-five (45)

days. Upon the occurrence of a Fallaway Event, (a) the voting restrictions described above will be terminated, and Paulson may vote

its New NovaGold Shares with respect to the election of directors in its sole discretion, and (b) certain of the transfer restrictions

described above will be relaxed to permit Paulson to transfer up to five percent (5%) of New NovaGold equity securities per calendar quarter

(on a cumulative basis), including to competitors. No action or failure to act will constitute a Fallaway Event to the extent John Paulson

(or, if he is no longer serving on the Board, any then-serving Board Designee) voted in favor of or abstained from voting against such

action.

The foregoing description of the Investor Rights

Agreement does not purport to be complete and is qualified in its entirety by reference to the Investor Rights Agreement, which is filed

as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Voting Agreements

In connection with the execution of the Arrangement

Agreement, New NovaGold entered into (i) Voting Agreements with each of the directors and certain senior officers of the Company

(the “D&O Voting Agreements”) and (ii) Voting Agreements with each of Paulson and Electrum Strategic Resources L.P.

(“Electrum”), each a shareholder of the Company (the “Investor Voting Agreements” and, together with the D&O

Voting Agreements, the “NovaGold Voting Agreements”).

Pursuant to the D&O Voting Agreements, the

directors and senior officers of the Company party thereto have agreed, among other things, to vote their respective NovaGold Shares (i) in

favor of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution and (ii) against

any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and

each of the transactions contemplated by the Transaction Agreements. The D&O Voting Agreements may be terminated by any party thereto

upon (i) the NovaGold shareholder approval having been obtained, (ii) either party failing to comply with their respective representations,

warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written

agreement or (v) the Effective Time not occurring prior to the Outside Date.

Pursuant to the Investor Voting Agreements, each

of Paulson and Electrum has agreed, among other things, to vote its respective NovaGold Shares (i) in favor of the approval of the

transactions contemplated by the Transaction Agreements, including the Arrangement Resolution and (ii) against any action, agreement,

transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions

contemplated by the Transaction Agreements, without the foregoing in any way limiting Paulson or Electrum’s right to vote its NovaGold

Shares on any unrelated matters. The Investor Voting Agreements may be terminated by any party thereto upon (i) the NovaGold shareholder

approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants,

(iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the Effective Time not occurring prior

to the Outside Date.

The foregoing description of each NovaGold Voting Agreement does not

purport to be complete and is qualified in its entirety by reference to the D&O Voting Agreements and Investor Voting Agreements,

the forms of which are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated

herein by reference.

Fairness Opinion

The NovaGold Board received a fairness opinion

from Citigroup Global Markets Inc. (“Citi”), 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

Shares to be received by holders of NovaGold Shares pursuant to the Arrangement, after taking into account the transactions contemplated

by the Transaction Agreements, are fair, from a financial point of view, to the holders of NovaGold Shares (other than Paulson). Additional

information regarding the fairness opinion rendered by Citi, including the assumptions made, procedures followed, matters considered and

limitations and qualifications set forth in connection with such opinion, will be disclosed in more detail in the proxy statement to be

filed in connection with the NovaGold Shareholder Approval.

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, NovaGold Corporation 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 NovaGold Corporation 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, NovaGold Corporation 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; 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; 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 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

In connection with the proposed Transactions,

NOVAGOLD expects to file a proxy statement on Schedule 14A with the SEC and applicable Canadian Securities Regulators that will be mailed

or otherwise disseminated to security holders of NOVAGOLD seeking their approval of the transactions-related proposals. NOVAGOLD also

may file other documents with the SEC and applicable Canadian Securities Regulators regarding the proposed Transactions. None of the

securities to be issued pursuant to the proposed Transactions are anticipated to be registered under the U.S. Securities Act of 1933,

as amended (the U.S. Securities Act”) or any U.S. state securities laws, and any securities issued in the transaction are anticipated

to be issued in reliance upon an exemption from such registration requirements under the U.S. Securities Act and applicable exemptions

under U.S. state securities laws. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS

THAT ARE FILED OR WILL BE FILED WITH THE SEC AND APPLICABLE CANADIAN SECURITIES REGULATORS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS

TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION

ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES TO THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

This communication is not a substitute for the proxy statement or any other document that NOVAGOLD may file in connection with the proposed

Transactions. Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be 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/.

Participants in the Solicitation

NOVAGOLD and certain of its directors and executive officers and

certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed

Transactions. Information regarding NOVAGOLD’s directors and executive officers and other persons who may be deemed to be participants

in the solicitation of shareholders of NOVAGOLD in connection with the proposed Transactions and a description of their direct and indirect

interests, by security holdings or otherwise, will be included in the proxy statement, which will be filed with the SEC and applicable

Canadian Securities Regulators. Information regarding NOVAGOLD’s directors and executive officers is contained in NOVAGOLD’s

proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on March 25, 2026. To the extent the holdings

of the NOVAGOLD securities by the NOVAGOLD directors and executive officers have changed since the amounts set forth in the proxy statement

for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership

on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of

potential participants in the proxy solicitation and a description of their direct or indirect interests, by securities, holdings or otherwise,

will be set forth in the proxy statement and other materials when they are filed with the SEC in connection with the proposed Transactions.

You may obtain free copies of these documents (when they become available) using the sources indicated above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

2.1

Arrangement Agreement, dated as of July 21, 2026, by and among NovaGold Corporation, NovaGold Resources Inc. and Paulson Advisers LLC†*

2.2

Master Implementation Agreement, dated as of July 21, 2026, by and among NovaGold Corporation, NovaGold Resources Inc., NovaGold Resources Alaska, Inc., Paulson Advisers LLC and Donlin Gold Holdings LLC†*

10.1

Contribution Agreement, dated as of July 21, 2026, by and between NovaGold Corporation and Paulson Advisers LLC†*

10.2

Investor Rights Agreement, dated as of July 21, 2026, by and between NovaGold Corporation and Paulson Advisers LLC*

99.1

Form of D&O Voting Agreement

99.2

Form of Investor Voting Agreement

99.3

Press Release, dated July 22, 2026 (incorporated by reference to Exhibit 99.1 to the Form 8-K dated July 22, 2026)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

†Certain exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits upon request by the SEC.

* Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 22, 2026

NOVAGOLD RESOURCES INC.

By:

/s/ Peter Adamek

Peter Adamek

Vice President and Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2619701d2_ex2-1.htm · Sequence: 2

Exhibit 2.1

NOVAGOLD CORPORATION

NOVAGOLD RESOURCES

INC.

AND

PAULSON ADVISERS

LLC

ARRANGEMENT

AGREEMENT

DATED July 21,

2026

TABLE OF CONTENTS

Page

Article 1

INTERPRETATION

1.1

Definitions

1.2

Interpretation Not Affected by Headings

1.3

Number and Gender

1.4

Date for Any Action

1.5

Statutory References

1.6

Currency

1.7

Accounting Matters

1.8

Knowledge

1.9

Schedules and Exhibits

Article 2

THE ARRANGEMENT

2.1

Arrangement

2.2

Interim Order

2.3

NovaGold Meeting

2.4

NovaGold Circular

2.5

Final Order

2.6

Effect of the Arrangement and Effective Date

2.7

Treatment of NovaGold Options, NovaGold PSUs and NovaGold

DSUs

2.8

Treatment of NovaGold Warrants

2.9

Payment of Consideration

2.10

Withholding Taxes

Article 3

REPRESENTATIONS AND WARRANTIES OF novagold

3.1

Representations and Warranties

3.2

Survival of Representations and Warranties

Article 4

REPRESENTATIONS AND WARRANTIES OF new novagold

4.1

Representations and Warranties

4.2

Survival of Representations and Warranties

Article 5

REPRESENTATIONS AND WARRANTIES OF Paulson

5.1

Representations and Warranties

5.2

Survival of Representations and Warranties

Article 6

COVENANTS

6.1

Interim Operations; Conduct of Business of NovaGold

6.2

NovaGold and New NovaGold Covenants

6.3

Paulson Covenants

6.4

Certain Tax Matters

6.5

NovaGold Insurance and Indemnification

-i-

TABLE OF CONTENTS

(continued)

Page

Article 7

CONDITIONS

7.1

Mutual Conditions Precedent

7.2

NovaGold Conditions Precedent

7.3

New NovaGold Conditions Precedent

7.4

Paulson Conditions Precedent

7.5

Limitation on Reliance on Condition Failures

7.6

Satisfaction of Conditions

Article 8

TERM, TERMINATION, AMENDMENT AND WAIVER

8.1

Term

8.2

Termination

8.3

Amendment

8.4

Waiver

Article 9

GENERAL PROVISIONS

9.1

Notices

9.2

Governing Law; Waiver of Jury Trial

9.3

Time of Essence

9.4

Entire Agreement, Binding Effect and Assignment

9.5

No Liability

9.6

Severability

9.7

Further Assurances

9.8

No Third Party Beneficiaries

9.9

Mutual Interest

9.10

Counterparts, Execution

Schedule A

– Representations and Warranties of NovaGold

Schedule B

– Representations and Warranties of New NovaGold

Schedule C

– Representations and Warranties of Paulson

Schedule D

– Plan of Arrangement

Schedule E

– Arrangement Resolution

Schedule F

– Treatment of Outstanding Equity Awards

Exhibit A

– Form of Officer’s Certificate of NovaGold and New NovaGold

Exhibit B

– Form of Officer’s and Owners’ Certificate of Paulson

-ii-

ARRANGEMENT AGREEMENT

THIS

ARRANGEMENT AGREEMENT is made as of July 21, 2026, by and among NovaGold Corporation, a Delaware corporation (“New

NovaGold”), NOVAGOLD RESOURCES INC., a corporation existing under the Laws of the Province of British Columbia (“NovaGold”),

and Paulson Advisers LLC, a Delaware limited liability company, for itself and any affiliate funds managed by it which now or hereafter

come to hold New NovaGold Shares (“Paulson”). Capitalized terms used but not otherwise defined herein shall have the

meaning ascribed to them in the Master Implementation Agreement.

RECITALS:

A. New

NovaGold proposes to acquire all of the issued and outstanding NovaGold Shares in consideration

for the issuance to the NovaGold Shareholders of New NovaGold Shares, in accordance with

the Arrangement;

B. Concurrently

with the execution of this Agreement, Paulson and New NovaGold have entered into the Contribution

Agreement, pursuant to which, substantially concurrently with (but immediately prior to)

the consummation of the Arrangement, Paulson shall cause its Affiliates set forth in Annex A

to the Contribution Agreement (collectively, the “Paulson Members”) to

contribute all of their interests in either Donlin Gold Holdings LLC, a Delaware limited

liability company (“Donlin Holdings”) or Donlin Gold Holdings II LLC,

a Delaware limited liability company (“Donlin Holdings II”, together with

Donlin Holdings and such interests, the “Paulson Interests”), as applicable,

to New NovaGold in exchange for New NovaGold Voting Shares and New NovaGold Non-Voting Shares

as set forth opposite such Paulson Member’s name on Annex A of the Contribution

Agreement, as applicable (the “Paulson Issued New NovaGold Shares”), the

number of which Paulson Issued New NovaGold Shares will be determined based on a ten percent

(10%) discount to the equity value of Paulson’s forty percent (40%) ownership interest

in Donlin Gold LLC, a Delaware limited liability company (“Donlin”) implied

by the equity value of NovaGold based on the ten (10)-day volume-weighted average price of

the NovaGold Shares as of July 21, 2026;

C. NovaGold

and New NovaGold intend to carry out the transactions contemplated in this Agreement by way

of a plan of arrangement under the provisions of the BCBCA;

D. The

NovaGold Board has received the Citi Fairness Opinion and, after receiving financial and

legal advice, has determined that (i) the Consideration Shares to be received in the

Arrangement by the NovaGold Shareholders under this Agreement, taking into account the transactions

contemplated by the Transaction Agreements, are fair, from a financial point of view, to

the NovaGold Shareholders, other than Paulson, and (ii) the Arrangement is in the best

interests of NovaGold, and, accordingly, the NovaGold Board has resolved to recommend that

the NovaGold Shareholders vote in favour of the Arrangement, all subject to the terms and

the conditions contained in this Agreement;

E. For

U.S. federal income Tax purposes, it is intended that the Arrangement and the Contribution

Transaction, taken together, shall qualify as an exchange within the meaning of Section 351

of the Code;

F. New

NovaGold has entered into the NovaGold Voting Agreements with the NovaGold Locked-up Shareholders,

pursuant to which, among other things, such NovaGold Locked-up Shareholders have agreed,

subject to the terms and conditions thereof, to vote the NovaGold Shares held by them in

favour of the transactions contemplated by the Transaction Agreements, including the Arrangement

Resolution; and

G. Concurrently

with the execution of this Agreement, NovaGold, New NovaGold, the NovaGold Member, Paulson,

and Donlin Holdings have entered into the Master Implementation Agreement, setting forth

the rights and obligations of all parties thereto under the various Transaction Agreements.

THIS

AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration

(the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

Article 1

INTERPRETATION

1.1 Definitions

In this Agreement,

unless the context otherwise requires:

“Affiliate”

means, with respect to any specified Person, any other Person which, directly or indirectly, through one or more Persons Controls, or

is Controlled by, or is under common Control with, such specified Person;

“Agreement”

means this Arrangement Agreement, including all schedules annexed hereto, as the same may be amended, supplemented or otherwise modified

from time to time in accordance with the terms hereof;

“Arrangement”

means the arrangement of NovaGold pursuant to Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions

set out in the Plan of Arrangement, subject to any amendments or variations thereto or the Plan of Arrangement or made at the direction

of the Court in the Final Order (provided that any such amendment or variation is acceptable to NovaGold and New NovaGold, each acting

reasonably);

“Arrangement

Resolution” means the special resolution of the NovaGold Shareholders approving the Plan of Arrangement which is to be considered

at the NovaGold Meeting and shall be in the form and content of Schedule E hereto (subject to Closing Administrative Changes);

“Authorization”

means any authorization, order, permit, approval, certification, grant, registration, license, consent, waiver, right, notification,

condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or

regulation, whether or not having the force of Law, and includes any Environmental Permit;

“Barrick Note” means

the Second Amended and Restated Secured Promissory Note, dated as of June 3, 2025, by and between NovaGold and BARRICK GOLD U.S.

INC. (formerly Placer Dome U.S. Inc.), a California corporation;

“BCBCA”

means the Business Corporations Act (British Columbia);

“business

day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or New York,

New York;

“Citi”

means Citigroup Global Markets Inc.;

“Citi

Fairness Opinion” means the opinion of Citi, 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

Shares to be received in the Arrangement by the NovaGold Shareholders under this Agreement, taking into account the transactions contemplated

by the Transaction Agreements, are fair, from a financial point of view, to the NovaGold Shareholders, other than Paulson;

“Closing

Administrative Changes” means administrative revisions required or reasonably necessary to update dates, names, numbers, amounts

and similar items needed for finalization;

“Code”

means the U.S. Internal Revenue Code of 1986, as amended;

“Consideration

Shares” means the consideration to be received by the NovaGold Shareholders pursuant to the Plan of Arrangement as consideration

for their NovaGold Shares, consisting of one (1) New NovaGold Voting Share for each NovaGold Share;

“Contract”

means any contract, agreement, license, franchise, lease, sublease, easement, right of way, arrangement, commitment, understanding, undertaking,

joint venture, partnership or other right or obligation (written or oral) to which New NovaGold, NovaGold, Paulson or any of their respective

Subsidiaries is a party (or is the named beneficiary thereof) or by which it or any of its Subsidiaries is bound or affected or to which

any of their respective properties or assets is subject;

“Contribution

Agreement” means that certain Contribution Agreement, effective as of the Contribution Closing Date by and between Paulson

and New NovaGold;

“Contribution

Closing Date” has the meaning ascribed to such term in the Contribution Agreement;

“Contribution

Closing” has the meaning ascribed to such term in the Contribution Agreement;

“Contribution

Transaction” means the transactions contemplated by the Contribution Agreement;

“Control”

“Controlled by” and “under common Control with” as used with respect to any Person, means the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the

ownership of voting securities, by agreement or otherwise, and, with respect to Paulson, includes any investment vehicle, the manager,

investment advisor or general partner of which is Paulson or an entity Controlled by Paulson;

“Court”

means the Supreme Court of British Columbia;

“Depositary”

means Computershare Investor Services Inc., in its capacity as depositary for the Arrangement;

“Dissent

Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“Donlin” has the

meaning ascribed to such term in the recitals;

“Donlin

Contribution Agreements” means the contribution agreements, in substantially the form attached to the Contribution Agreement

as Annex B, by and between each Paulson Member, on the one hand, and New NovaGold, on the other hand, pursuant to which each

Paulson Member shall contribute to New NovaGold its respective interests in Donlin Holdings or Donlin Holdings II, as applicable, effective

as of the Contribution Closing and to be entered into in accordance with Section 7.2 of the Contribution Agreement;

“Donlin

Holdings” has the meaning ascribed to such term in the recitals;

“Donlin

Holdings II” has the meaning ascribed to such term in the recitals;

“Donlin

JV LLCA” means that certain Limited Liability Company Agreement of Donlin Gold LLC, effective as of June 3, 2025;

“Effective

Date” means the date upon which the Arrangement becomes effective, as provided in the Plan of Arrangement;

“Effective

Time” has the meaning ascribed thereto in the Plan of Arrangement;

“Electrum”

means Electrum Strategic Resources L.P. and any affiliate funds managed by it;

“Environmental

Permits” means all Permits or program participation requirements with or from any Governmental Entity under any environmental

Laws;

“Final

Order” means the final order of the Court pursuant to subsection 291(4) of the BCBCA, after a hearing upon the procedural

and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be affirmed, amended,

modified, supplemented or varied by the Court at any time prior to the Effective Date (provided that any such amendment is acceptable

to both NovaGold and New NovaGold, each acting reasonably) or, if appealed, then, as affirmed or as amended on appeal (provided that

any such amendment is acceptable to both NovaGold and New NovaGold, each acting reasonably), unless such appeal is withdrawn, abandoned

or denied;

“Fraud”

means, with respect to a Party, an intentional and knowing misrepresentation in respect of the making of any representation or warranty,

with respect to NovaGold, those set forth in Schedule A, with respect to New NovaGold, those set forth in Schedule B

and with respect to Paulson, those set forth in Schedule C, with intent to deceive another Party or to induce that Party

to enter into this Agreement and requires (a) a false representation, (b) knowledge that such representation is false, (c) an

intention to induce the Party to whom such representation is made to act or refrain from acting in reliance upon it, and (d) such

Party suffering losses because of such reliance; provided that, for purposes of this definition, “Fraud” shall not

include any claim based on negligence, recklessness, constructive or equitable fraud;

“GAAP”

means U.S. generally accepted accounting principles;

“Governmental

Entity” means: (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal,

local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau,

agency or entity, domestic or foreign; (b) any stock exchange, including the TSX, the NYSE or the NYSE American, or other applicable

stock exchange; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental

or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation

or taxing authority under or for the account of any of the foregoing;

“including”

means including, without limitation, and “include” and “includes” have a corresponding meaning;

“Interim

Order” means the interim order of the Court contemplated by Section 2.2 of this Agreement and made pursuant to

subsection 291(2) of the BCBCA with respect to the Arrangement, providing for, among other things, the calling and holding

of the NovaGold Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court;

“Investor

Rights Agreement” means that certain Investor Rights Agreement, effective as of the Effective Date by and between Paulson and

New NovaGold;

“Law”

or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, directives, principles of

law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether

domestic or foreign, and the terms and conditions of any Permit of or from any Governmental Entity or self-regulatory authority (including

the TSX, the NYSE and the NYSE American or another applicable stock exchange), and the term “applicable” with respect

to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or its Subsidiaries or their

business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party and/or its Subsidiaries or

its or their business, undertaking, property or securities;

“Legal

Proceeding” means any claim, action, suit, litigation, arbitration, proceeding or governmental or administrative investigation,

inquiry or action by or before any Governmental Entity;

“Liens”

means any and all hypothecs (or hypothecations), mortgages, deeds of trust, statutory or deemed trusts, pledges, leases, subleases, licenses,

assignments, liens (statutory or otherwise), restrictions (including restrictions on transferability), charges, security interests, encumbrances

and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement,

option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Master

Implementation Agreement” means that certain Master Implementation Agreement, effective as of the date hereof by and among

New NovaGold, NovaGold, NovaGold Member, Paulson and Donlin Holdings;

“material

fact” and “material change” have the meanings ascribed thereto in the Securities Act;

“MI 61-101”

means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“misrepresentation”

has the meaning ascribed thereto in the Securities Act;

“New NovaGold”

has the meaning ascribed to such term in the preamble;

“New NovaGold

Audit Committee Charter” means the Charter of the NovaGold Corporation Audit Committee to be effective as of the Effective

Time;

“New NovaGold

Bylaws” means the Amended and Restated Bylaws of NovaGold Corporation to be effective as of immediately prior to the Contribution

Closing;

“New NovaGold

Charter” means the Amended and Restated Certificate of Incorporation of NovaGold Corporation to be effective as of immediately

prior to the Contribution Closing;

“New NovaGold

Compensation Committee Charter” means the Charter of the NovaGold Corporation Compensation Committee to be effective as of

the Effective Time;

“New NovaGold

Material Adverse Effect” means any one or more changes, effects, events, circumstances, occurrences or states of fact, either

individually or in the aggregate, that has been, or would reasonably be expected to be, material and adverse to the assets, liabilities

(including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations,

results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of

New NovaGold and its Subsidiaries taken as a whole, other than changes, effects, events, circumstances, occurrences or states of fact

resulting from: (a) any changes after the date hereof affecting the global gold mining industry generally; (b) any change after

the date hereof in the market price of gold; (c) general economic, financial, credit, debt, securities, derivatives, currency exchange,

securities or commodity market conditions in Canada or the United States; (d) any failure by New NovaGold to meet any internal or

external forecasts, projections or earnings guidance or expectations announced by New NovaGold (it being agreed that the facts and circumstances

giving rise to such failure that are not otherwise excluded from the definition of New NovaGold Material Adverse Effect may be taken

into account in determining whether a New NovaGold Material Adverse Effect has occurred); (e) any change or development, after the

date hereof, in political, geopolitical, social or regulatory conditions (including any anti-dumping actions, international tariffs,

sanctions, trade policies or disputes or any “trade war” or similar action); (f) any hurricane, flood, volcanic activity,

tornado, earthquake, wildfire, mudslide or other natural disaster, weather conditions, nuclear incidents, power outages or electrical

blackouts, man-made disaster or any worsening thereof; (g) any epidemic, pandemic, public health event, quarantine or disease outbreak

or any worsening thereof (including any Law or sanction, mandate, directive, pronouncement, guideline or recommendation issued by a Governmental

Entity in response to the foregoing); (h) the commencement or continuation of war (whether or not declared), armed hostilities,

including the escalation or worsening thereof, or acts of crime or terrorism, civil unrest, protests, strikes, lockouts, public demonstration,

insurrection, cyberterrorism, ransomware or malware, military activity, sabotage or cybercrime, national or international calamity or

any other similar event; (i) any changes after the date hereof in GAAP or in the interpretation of GAAP; (j) any change in

Law after the date hereof; (k) the execution, announcement, pendency or performance of this Agreement (provided that this clause

shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences

resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby); or (l) any

action taken (or omitted to be taken) pursuant to the express terms of this Agreement or that is consented to by Paulson in writing;

provided, however, that with respect to clauses (a), (b), (c), (e), (f), (g), (h), (i) and (j), such changes

do not relate primarily to New NovaGold and its Subsidiaries, taken as a whole, or do not have a disproportionate effect on New NovaGold

and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the gold mining industry; and references

in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes

of determining whether a “New NovaGold Material Adverse Effect” has occurred;

“New NovaGold

Nominating and Governance Committee Charter” means the Charter of the NovaGold Corporation Nominating and Governance Committee

to be effective as of the Effective Time;

“New NovaGold

Non-Voting Shares” means the shares of non-voting common stock, $0.001 par value of New NovaGold;

“New NovaGold

Preferred Shares” means the shares of preferred stock, $0.001 par value of New NovaGold;

“New NovaGold

Shares” means the shares of (i) New NovaGold Voting Shares and (ii) New NovaGold Non-Voting Shares;

“New NovaGold

Voting Shares” means the shares of voting common stock, $0.001 par value of New NovaGold;

“NovaGold”

has the meaning ascribed to such term in the preamble;

“NovaGold

Board” means the board of directors of NovaGold as the same is constituted from time to time;

“NovaGold

Circular” means the notice of the NovaGold Meeting and accompanying management information circular and proxy statement on

Schedule 14A, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to the NovaGold Shareholders

in connection with the NovaGold Meeting, as amended, supplemented or otherwise modified from time to time;

“NovaGold

CN ESPP” means the NovaGold Employee Share Purchase Plan;

“NovaGold

Disclosure Schedule” has the meaning set forth in Section 3.1;

“NovaGold

DSU Plan” means the deferred share unit plan of NovaGold dated effective December 1, 2009, as amended;

“NovaGold

DSUs” means the outstanding deferred share units issued pursuant to the NovaGold DSU Plan;

“NovaGold

Locked-up Shareholders” means collectively, (i) the directors and senior officers of NovaGold; (ii) Electrum; and

(iii) Paulson;

“NovaGold

Material Adverse Effect” means any one or more changes, effects, events, circumstances, occurrences or states of fact, either

individually or in the aggregate, that has been, or would reasonably be expected to be, material and adverse to the assets, liabilities

(including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations,

results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of

NovaGold and the NovaGold Subsidiaries taken as a whole, other than changes, effects, events, circumstances, occurrences or states of

fact resulting from: (a) a change in the market price of the NovaGold Shares following and reasonably attributable to the public

announcement of the execution of this Agreement and the transactions contemplated hereby; (b) any changes after the date hereof

affecting the global gold mining industry generally; (c) any change after the date hereof in the market price of gold; (d) general

economic, financial, credit, debt, securities, derivatives, currency exchange, securities or commodity market conditions in Canada or

the United States; (e) any failure by NovaGold to meet any internal or external forecasts, projections or earnings guidance or expectations

announced by NovaGold (it being agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from

the definition of NovaGold Material Adverse Effect may be taken into account in determining whether a NovaGold Material Adverse Effect

has occurred); (f) any change or development, after the date hereof, in political, geopolitical, social or regulatory conditions

(including any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar

action); (g) any hurricane, flood, volcanic activity, tornado, earthquake, wildfire, mudslide or other natural disaster, weather

conditions, nuclear incidents, power outages or electrical blackouts, man-made disaster or any worsening thereof; (h) any epidemic,

pandemic, public health event, quarantine or disease outbreak or any worsening thereof (including any Law or sanction, mandate, directive,

pronouncement, guideline or recommendation issued by a Governmental Entity in response to the foregoing); (i) the commencement or

continuation of war (whether or not declared), armed hostilities, including the escalation or worsening thereof, or acts of crime or

terrorism, civil unrest, protests, strikes, lockouts, public demonstration, insurrection, cyberterrorism, ransomware or malware, military

activity, sabotage or cybercrime, national or international calamity or any other similar event; (j) any changes after the date

hereof in GAAP or in the interpretation of GAAP; (k) any change in Law after the date hereof; (l) the execution, announcement,

pendency or performance of this Agreement (provided that this clause shall not apply to any representation or warranty to the extent

the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement

or the consummation of the transactions contemplated hereby); or (m) any action taken (or omitted to be taken) pursuant to the express

terms of this Agreement or that is consented to by Paulson in writing; provided, however, that with respect to clauses (b),

(c), (d), (f), (g), (h), (i), (j) and (k), such changes do not relate primarily to NovaGold and the NovaGold Subsidiaries, taken

as a whole, or do not have a disproportionate effect on NovaGold and the NovaGold Subsidiaries, taken as a whole, compared to other companies

of similar size operating in the gold mining industry; and references in this Agreement to dollar amounts are not intended to be and

shall not be deemed to be illustrative or interpretative for purposes of determining whether a “NovaGold Material Adverse Effect”

has occurred;

“NovaGold

Meeting” means the special meeting of NovaGold Shareholders, including any adjournment or postponement thereof, to be called

and held in accordance with the Interim Order to consider and, if thought advisable, approving the Arrangement Resolution and related

matters;

“NovaGold

Member” means NOVAGOLD RESOURCES ALASKA, INC., an Alaska corporation;

“NovaGold

Option Plan” means the stock option plan of NovaGold dated effective May 11, 2004, as amended;

“NovaGold

Options” means the outstanding options to purchase NovaGold Shares granted under the NovaGold Option Plan;

“NovaGold

PSU Plan” means the performance share unit plan of NovaGold dated effective May 26, 2009, as amended;

“NovaGold

PSUs” means the outstanding performance share units issued pursuant to the NovaGold PSU Plan;

“NovaGold

Shareholder Approval” has the meaning ascribed thereto in Section 2.2(c);

“NovaGold

Shareholders” means the holders of NovaGold Shares;

“NovaGold

Shares” means the common shares in the authorized share capital of NovaGold;

“NovaGold

Subsidiaries” means, collectively, NOVAGOLD US Holdings Inc., NOVAGOLD Resources Alaska Inc., the NOVAGOLD USA, Inc.,

and AGC Resources Inc., or any one of them;

“NovaGold

Voting Agreements” means the voting agreements (including all amendments thereto) between New NovaGold and the NovaGold Locked-up

Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their NovaGold Shares in

favour of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution;

“NovaGold

Warrants” means the outstanding warrants to purchase NovaGold Shares;

“NYSE”

means the New York Stock Exchange LLC;

“NYSE

American” means the NYSE American LLC;

“Outside

Date” means March 31, 2027, or such later date as may be agreed to in writing by the Parties;

“Parties”

means NovaGold, New NovaGold and Paulson, and “Party” means any of them;

“Paulson”

has the meaning ascribed to such term in the preamble;

“Paulson

Interests” has the meaning ascribed to such term in the recitals;

“Paulson

Issued New NovaGold Shares” has the meaning ascribed to such term in the recitals;

“Paulson

Material Adverse Effect” means any one or more changes, effects, events, circumstances, occurrences or states of fact, either

individually or in the aggregate, that has been, or would reasonably be expected to be, material and adverse to the assets, liabilities

(including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations,

results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of

Paulson and its Affiliates, taken as a whole, or any Paulson Member, Donlin Holdings or Donlin Holdings II, as applicable, other than

changes, effects, events, circumstances, occurrences or states of fact resulting from: (a) any changes after the date hereof affecting

the global gold mining industry generally; (b) any change after the date hereof in the market price of gold; (c) general economic,

financial, credit, debt, securities, derivatives, currency exchange, securities or commodity market conditions in Canada or the United

States; (d) any change or development, after the date hereof, in political, geopolitical, social or regulatory conditions (including

any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar action);

(e) any hurricane, flood, volcanic activity, tornado, earthquake, wildfire, mudslide or other natural disaster, weather conditions,

nuclear incidents, power outages or electrical blackouts, man-made disaster or any worsening thereof; (f) any epidemic, pandemic,

public health event, quarantine or disease outbreak or any worsening thereof (including any Law or sanction, mandate, directive, pronouncement,

guideline or recommendation issued by a Governmental Entity in response to the foregoing); (g) the commencement or continuation

of war (whether or not declared), armed hostilities, including the escalation or worsening thereof, or acts of crime or terrorism, civil

unrest, protests, strikes, lockouts, public demonstration, insurrection, cyberterrorism, ransomware or malware, military activity, sabotage

or cybercrime, national or international calamity or any other similar event; (h) any changes after the date hereof in GAAP or in

the interpretation of GAAP; (i) any change in Law after the date hereof; (j) the execution, announcement, pendency or performance

of this Agreement (provided that this clause shall not apply to any representation or warranty to the extent the purpose of such representation

or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions

contemplated hereby); or (k) any action taken (or omitted to be taken) pursuant to the express terms of this Agreement or that is

consented to by NovaGold in writing; provided, however, that with respect to clauses (a)-(i), such changes do not

relate primarily to Paulson and its Affiliates, taken as a whole, or any Paulson Member, Donlin Holdings or Donlin Holdings II, as applicable,

or do not have a disproportionate effect on Paulson and its Affiliates, taken as a whole, or any Paulson Member, Donlin Holdings or Donlin

Holdings II, as applicable, compared to other entities of similar size operating and investing in similar industries; and references

in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes

of determining whether a “Paulson Material Adverse Effect” has occurred;

“Paulson

Members” has the meaning ascribed to such term in the recitals;

“Permit”

means any license, permit, certificate, consent, waiver, order, grant, approval, agreement, classification, restriction, registration

or other Authorization of, from or required by any Governmental Entity or Indigenous Group;

“Person”

includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government

(including any Governmental Entity) or any other entity, whether or not having legal status;

“Plan

of Arrangement” means the plan of arrangement of NovaGold, substantially in the form of Schedule D hereto, and

any amendments or variations thereto made in accordance with the Plan of Arrangement or upon the direction of the Court in the Final

Order;

“Securities

Act” means the Securities Act (British Columbia) and the rules, regulations, forms and published instruments, policies,

bulletins and notices made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities

Laws” means the Securities Act, the U.S. Exchange Act and the U.S. Securities Act, together with all other applicable state,

federal and provincial securities Laws, rules and regulations and published policies thereunder, as now in effect and as they may

be promulgated or amended from time to time;

“Subsidiary”

has the meaning ascribed thereto in the National Instrument 45-106 – Prospectus and Registration Exemptions;

“Tax Opinion”

means a written opinion of Kleinberg, Kaplan, Wolff, and Cohen P.C., in form and substance reasonably acceptable to Paulson, dated as

of the Contribution Closing Date, to the effect that, on the basis of the facts, representations, and assumptions set forth or referred

to in such opinion, the Contribution Transaction and the Arrangement, taken together, should qualify as an exchange within the meaning

of Section 351 of the Code;

“Tax Returns”

includes all returns, reports, declarations, designations, elections, notices, filings, forms, statements and other documents (whether

in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto,

made, prepared, filed or required by a Governmental Entity to be made, prepared or filed by Law in respect of Taxes;

“Taxes”

means (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however

denominated and instalments or advance payments in respect thereof, including any interest, penalties, fines or other additions that

have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income,

gains or profits taxes (including Canadian federal, provincial and territorial income taxes and U.S. federal, state and local income

taxes), payroll and employee withholding taxes, employment or payroll taxes, employer health taxes, employment insurance, disability

taxes, social insurance taxes, social security contributions, sales and use taxes, consumption taxes, customs taxes, ad valorem taxes,

excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license

taxes, alternative minimum taxes, estimated taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes,

transfer taxes, severance taxes, workers’ compensation, tariffs, countervail and anti-dumping duties, Canada and other government

pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any

of the foregoing, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and

any interest in respect of such interest, penalties and additions, whether disputed or not; and (b) any liability for the payment

of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined

or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result

of being liable for another person’s taxes by Contract or otherwise and “Tax” has a corresponding meaning;

“Transaction

Agreements” means, collectively, this Agreement, the Master Implementation Agreement, the Waiver Agreement, the Contribution

Agreement, the Donlin Contribution Agreements, the NovaGold Voting Agreements and the Investor Rights Agreement;

“TSX”

means the Toronto Stock Exchange;

“U.S.

Exchange Act” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated

thereunder;

“U.S.

GAAP” means United States Generally Accepted Accounting Principles issued by the Financial Accounting Standards Board, namely,

the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard

or interpretation), that are applicable to the circumstances as of the date of determination, consistently applied;

“U.S.

Securities Act” means the United States Securities Act of 1933, as amended, together with the rules, regulations, schedules

and forms thereunder;

“United

States” means the United States of America, its territories and possessions, any State of the United States and the District

of Columbia; and

“Waiver

Agreement” means that certain waiver agreement by and among the NovaGold Member, Donlin Holdings, Donlin Holdings II and the

Paulson Members effective as of the Contribution Closing and to be entered into in accordance with Section 7.1 of the Contribution

Agreement.

1.2 Interpretation

Not Affected by Headings

The division of

this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only

and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in

this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection,

paragraph or Schedule, respectively, bearing that designation in this Agreement.

1.3 Number

and Gender

In this Agreement,

unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include

all genders.

1.4 Date

for Any Action

If the date on

which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be taken on the

next succeeding day which is a business day.

1.5 Statutory

References

Any reference in

this Agreement to a statute includes all rules and regulations made thereunder, all amendments to such statute or regulation in

force from time to time and any statute, rule or regulation that supplements or supersedes such statute, rule or regulation.

1.6 Currency

Unless otherwise

stated, all references in this Agreement to sums of money are expressed in lawful money of the United States and “US$” refers

to US dollars and “C$” refers to Canadian dollars.

1.7 Accounting

Matters

Unless otherwise

stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under U.S. GAAP and all determinations

of an accounting nature required to be made shall be made in a manner consistent with U.S. GAAP consistently applied.

1.8 Knowledge

(a) In

this Agreement, references to “the knowledge of NovaGold” means the actual knowledge

of Gregory A. Lang, Richard Williams and Peter Adamek after making due enquiries regarding

the relevant matter.

(b) In

this Agreement, references to “the knowledge of New NovaGold” means the actual

knowledge of Gregory A. Lang, after making due enquiries regarding the relevant matter.

1.9 Schedules

and Exhibits

The following Schedules

and Exhibits are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

Schedule A

– Representations and Warranties of NovaGold

Schedule B

– Representations and Warranties of New NovaGold

Schedule C

– Representations and Warranties of Paulson

Schedule D

– Plan of Arrangement

Schedule E

– Arrangement Resolution

Schedule F

– Treatment of Outstanding Equity Awards

Exhibit A

– Form of Officer’s Certificate of NovaGold and New NovaGold

Exhibit B

– Form of Officer’s and Owners’ Certificate of Paulson

Article 2

THE ARRANGEMENT

2.1 Arrangement

NovaGold and New

NovaGold agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this

Agreement and the Plan of Arrangement and applicable Securities Laws.

NovaGold and New

NovaGold agree that the Arrangement will be carried out with the intention that all Consideration Shares to be issued to the NovaGold

Shareholders in exchange for their NovaGold Shares pursuant to the Plan of Arrangement will be issued in reliance on the Section 3(a)(10) Exemption.

In order to ensure the availability of the Section 3(a)(10) Exemption, NovaGold and New NovaGold agree that the Arrangement

will be carried out in accordance with the SEC’s Staff Legal Bulletin (SLB) No. 3A (June 18, 2008), including, but not

limited to, on the following basis:

(a) the

fairness of the Arrangement will be subject to the approval of the Court;

(b) the

Court will be advised as to the intention of NovaGold and New NovaGold to rely on the Section 3(a)(10) Exemption

prior to the hearing required to approve the fairness of the terms and conditions of the

Arrangement;

Court will be required to satisfy itself as to the fairness of the Arrangement to the NovaGold

Shareholders;

(d) NovaGold

and New NovaGold will ensure that each NovaGold Shareholder will be given notice in accordance

with the Interim Order advising them of their right to attend the hearing of the Court to

approve the fairness of the Arrangement and providing them with the information contemplated

in the Interim Order for them to exercise that right;

(e) the

NovaGold Circular will advise the NovaGold Shareholders that the Consideration Shares issued

pursuant to the Arrangement have not been registered under the U.S. Securities Act and will

be issued by New NovaGold in reliance on the Section 3(a)(10) Exemption;

(f) the

Interim Order will specify that each NovaGold Shareholder will have the right to appear before

the Court at the hearing of the Court to give approval of the Arrangement so long as they

enter an appearance in accordance with the procedures set out in the Interim Order;

(g) the

Court will hold a hearing before approving the fairness of the Arrangement; and

(h) the

Final Order will expressly state that the Court was advised that New NovaGold intends to

rely upon the Final Order as a basis of a claim to a Section 3(a)(10) Exemption

with respect to the Consideration Shares to be issued pursuant to the terms of the Plan of

Arrangement and that the Arrangement is approved by the Court.

2.2 Interim

Order

As soon as reasonably

practicable following the execution of this Agreement, and in any event in sufficient time to hold the NovaGold Meeting in accordance

with Section 2.3, NovaGold shall apply to the Court, prepare, file and diligently pursue an application for the Interim Order,

which application will seek, among other things:

(a) for

the class of Persons to whom notice is to be provided in respect of the Arrangement and the

NovaGold Meeting and for the manner in which such notice is to be provided;

(b) for

confirmation of the record date for the NovaGold Meeting referred to in Section 2.3;

the requisite approval for the Arrangement Resolution shall be the affirmative vote of at

least: (i) 662/3% of the votes cast on the Arrangement Resolution

by the NovaGold Shareholders present in Person or represented by proxy at the NovaGold Meeting

and voting as a single class; and (ii) if applicable, a simple majority of the votes

cast on the Arrangement Resolution by the NovaGold Shareholders, excluding for the purposes

of (ii) the votes for the NovaGold Shares held or controlled by persons described in

items (a) through (d) of Section 8.1(2) of MI 61-101 (the “NovaGold

Shareholder Approval”);

(d) that,

in all other respects, the terms, conditions and restrictions of the NovaGold constating

documents, including quorum requirements and all other matters, shall apply in respect of

the NovaGold Meeting;

(e) for

the grant of Dissent Rights to the NovaGold Shareholders who are registered holders of the

NovaGold Shares as of the record date of the NovaGold Meeting;

(f) for

the notice requirements with respect to the presentation of the application to the Court

for the Final Order;

(g) that

the NovaGold Meeting may be adjourned or postponed from time to time by the NovaGold Board

subject to the terms of this Agreement without the need for additional approval of the Court

and without the necessity of first convening the NovaGold Meeting or first obtaining any

vote of the NovaGold Shareholders respecting the adjournment or postponement, and notice

of any such adjournment(s) or postponement(s) shall be given by such method as

the NovaGold Board may determine is appropriate in the circumstance;

(h) that

the deadline for the submission of proxies by the NovaGold Shareholders for the NovaGold

Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver,

British Columbia) prior to the NovaGold Meeting, subject to waiver by NovaGold in accordance

with the terms of this Agreement;

(i) that

the record date for NovaGold Shareholders entitled to notice of and to vote at the NovaGold

Meeting will not change in respect of any adjournment(s) of the NovaGold Meeting, unless

required by Law; and

(j) that

it is New NovaGold’s intention to rely upon the exemption from registration provided

by Section 3(a)(10) of the U.S. Securities Act and exemptions from applicable U.S.

state securities laws with respect to the issuance of the Consideration Shares to be issued

pursuant to the Arrangement, based on the Court’s approval of the Arrangement.

2.3 NovaGold

Meeting

Subject to the

receipt of the Interim Order and the terms of this Agreement, NovaGold agrees to convene and conduct the NovaGold Meeting in accordance

with the Interim Order, NovaGold’s notice of articles, articles of incorporation and applicable Law as soon as reasonably practicable.

NovaGold agrees that it shall fix and publish a record date for the purposes of determining the NovaGold Shareholders entitled to receive

notice of and vote at the NovaGold Meeting in accordance with the Interim Order.

2.4 NovaGold

Circular

(a) As

promptly as reasonably practicable following execution of this Agreement, NovaGold shall

(i) prepare the NovaGold Circular together with any other documents required by applicable

Laws; (ii) after obtaining the Interim Order file or furnish, as applicable, the NovaGold

Circular in all jurisdictions where the same is required to be filed or furnished; and (iii) mail

the NovaGold Circular as required in accordance with all applicable Laws and by the Interim

Order.

(b) On

the date of mailing thereof, the NovaGold Circular shall comply in all material respects

with all applicable Laws and the Interim Order and shall contain sufficient detail to permit

the NovaGold Shareholders to form a reasoned judgement concerning the matters to be placed

before them at the NovaGold Meeting.

2.5 Final

Order

If (a) the

Interim Order is obtained; and (b) the Arrangement Resolution is passed at the NovaGold Meeting by the NovaGold Shareholders as

provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, NovaGold shall diligently

pursue and take all steps necessary or desirable to have the hearing before the Court of the application for the Final Order held as

soon as reasonably practicable.

2.6 Effect

of the Arrangement and Effective Date

The Arrangement

shall become effective at the Effective Time on the Effective Date. The Parties shall use their reasonable best efforts to cause the

Effective Date to occur as soon as reasonably practicable, but in any event no later than three (3) business days following the

date on which all conditions set forth in Article 7 have been satisfied or waived (excluding conditions that, by their terms,

cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, the waiver by the applicable

Party or Parties in whose favour the condition is, of those conditions as of the Effective Time) unless another time or date is agreed

to in writing by the Parties, and, in any event not later than the Outside Date. From and after the Effective Time, the Plan of Arrangement

will have all of the effects provided by applicable Law, including the BCBCA.

2.7 Treatment

of NovaGold Options, NovaGold PSUs and NovaGold DSUs

NovaGold and New

NovaGold acknowledge and agree that NovaGold Options, NovaGold PSUs and NovaGold DSUs shall be treated in accordance with the NovaGold

Option Plan, the NovaGold PSU Plan and the NovaGold DSU Plan, respectively, as supplemented by Schedule F hereto.

2.8 Treatment

of NovaGold Warrants

NovaGold and New

NovaGold acknowledge and agree that the NovaGold Warrants shall be subject to the contractual adjustment provisions contained therein.

2.9 Payment

of Consideration

New NovaGold will,

following receipt by NovaGold of the Final Order and no later than one (1) business day prior to the Effective Time, deposit (or

cause to be deposited) in escrow with the Depositary a sufficient number of New NovaGold Voting Shares to satisfy the Consideration

Shares payable to the NovaGold Shareholders under the Plan of Arrangement.

2.10 Withholding

Taxes

NovaGold, New NovaGold

and the Depositary and any other applicable withholding agent shall be entitled to deduct or withhold, or direct any other Person to

deduct or withhold on their behalf, from any consideration or amount otherwise payable to any Person under this Agreement or the Plan

of Arrangement (including, without limitation, any payments to any NovaGold Shareholder on their exercise of Dissent Rights), such amounts

as the applicable withholding agent may reasonably determine is required to be deducted or withheld with respect to such amount otherwise

payable or deliverable under any provision of Laws in respect of Taxes. To the extent that amounts are so deducted or withheld and timely

remitted to the appropriate Governmental Entity in accordance with applicable Law, such deducted or withheld amounts shall be treated

for all purposes as having been paid to the Person in respect of which such deduction or withholding was made. The applicable withholding

agent is hereby authorized to sell or otherwise dispose of such portion of any Consideration Shares or other security deliverable to

such Person under this Agreement, on such Person’s behalf, as is necessary to provide sufficient funds to such withholding agent

to enable it to comply with such deduction or withholding requirement. Any sale will be made at prevailing market prices and none of

NovaGold, New NovaGold, the Depositary, or any other applicable withholding agent shall be under any obligation to obtain or indemnify,

or have any liability to, any Person in respect of a particular price for the Consideration Shares or other security deliverable to such

Person under this Agreement, so sold.

Article 3

REPRESENTATIONS AND WARRANTIES OF novagold

3.1 Representations

and Warranties

Except as disclosed

in (a) the NovaGold SEC Documents filed after December 1, 2023, and publicly available prior to the date that is two (2) business

days before the date hereof where the relevance of the information to a particular representation is reasonably apparent on its face

(excluding any disclosures contained under the captions “Risk Factors” or “Forward Looking Statements” or any

similarly titled captions and any other disclosures contained therein that are cautionary or forward looking in nature); (b) the

documents filed after December 1, 2023, and publicly available prior to the date that is two (2) business days before the date

hereof by or on behalf of NovaGold with the relevant securities commissions or similar securities regulatory authorities in each of the

provinces and territories of Canada in which NovaGold is a reporting issuer pursuant to the requirements of Securities Laws, including

all documents publicly available on NovaGold’s SEDAR+ profile (excluding any disclosures contained under the captions “Risk

Factors” or “Forward Looking Statements” or any similarly titled captions and any other disclosures contained therein

that are cautionary or forward looking in nature); or (c) the disclosure schedule delivered by NovaGold to New NovaGold and Paulson

immediately prior to the execution of this Agreement (the “NovaGold Disclosure Schedule”) NovaGold represents and

warrants to New NovaGold and to Paulson as follows and acknowledges that New NovaGold and Paulson are relying upon such representations

and warranties in Schedule A in connection with the entering into of this Agreement.

3.2 Survival

of Representations and Warranties

The representations

and warranties of NovaGold contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated

on the earlier of the Effective Time and termination of this Agreement in accordance with its terms.

Article 4

REPRESENTATIONS AND WARRANTIES OF new novagold

4.1 Representations

and Warranties

New NovaGold hereby

represents and warrants to NovaGold and to Paulson as follows, and acknowledges that NovaGold and Paulson are relying upon such representations

and warranties in Schedule B in connection with the entering into of this Agreement.

4.2 Survival

of Representations and Warranties

The representations

and warranties of New NovaGold contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be

terminated on the earlier of the Effective Time and termination of this Agreement in accordance with its terms.

Article 5

REPRESENTATIONS AND WARRANTIES OF Paulson

5.1 Representations

and Warranties

Paulson hereby

represents and warrants to NovaGold and to New NovaGold as follows, and acknowledges that NovaGold and New NovaGold are relying upon

such representations and warranties in Schedule C in connection with the entering into of this Agreement.

5.2 Survival

of Representations and Warranties

The representations and warranties of

Paulson contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier

of the Effective Time and termination of this Agreement in accordance with its terms.

Article 6

COVENANTS

6.1 Interim

Operations; Conduct of Business of NovaGold

(a) From

the date of this Agreement until the earlier of the Effective Time and the termination of

this Agreement in accordance with its terms, (i) unless prior written consent of Paulson

has been obtained (which consent shall not be unreasonably withheld, conditioned or delayed)

or (ii) except as (x) required or permitted by this Agreement, the Donlin JV LLCA

(or any actions or omissions taken thereunder by or at the request of Paulson and NovaGold,

as partners thereto) or any other Transaction Agreement, (y) required by Law or to comply

with any order, writ, injunction or decree, or request from a Governmental Entity or Applicable

Securities Exchange or (z) set forth in Section 6.1 of the NovaGold Disclosure

Schedule, NovaGold shall, and shall cause the NovaGold Subsidiaries to, conduct their respective

businesses only in the ordinary course of business consistent with past practice and use

reasonable best efforts to preserve intact in all material respects their present business

organizations, maintain in effect material permits and insurance, preserve in all material

respects present relationships with employees, Governmental Entities, lessors, suppliers,

customers and other key business counterparties, maintain books and records in the ordinary

course of business in accordance with past practice and applicable Law, and, to the extent

applicable, operate in all material respects in accordance with the most recent annual operating

and capital expenditure budgets approved by the NovaGold Board and provided to New NovaGold

prior to the date of this Agreement (other than (i) operations required to address an

emergency or an immediate threat to health, safety, the environment or to prevent material

damage or loss or (ii) debt repayments related to the Barrick Note).

(b) Without

limiting the foregoing, during the period from the date of this Agreement until the earlier

of the Effective Time and the termination of this Agreement in accordance with its terms,

NovaGold shall not, and shall cause the NovaGold Subsidiaries not to, without the prior written

consent of Paulson (such consent not to be unreasonably withheld, conditioned or delayed)

or except as (i) required or permitted by this Agreement, the Donlin JV LLCA (or any

actions or omissions taken thereunder by or at the request of Paulson and NovaGold, as partners

thereto) or any other Transaction Agreement, (ii) required by Law or to comply with

any order, writ, injunction or decree, or request from a Governmental Entity or Applicable

Securities Exchange or (iii) set forth in Section 6.1 of the NovaGold Disclosure

Schedule, do any of the following:

(i) authorize,

declare or pay any dividends or other distributions (other than to (A) NovaGold by a

wholly owned Subsidiary of NovaGold or (B) a wholly owned Subsidiary of NovaGold by

another wholly owned Subsidiary of NovaGold), or redeem, purchase or otherwise acquire any

securities;

(ii) issue,

sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any NovaGold equity

securities or securities convertible into or exercisable or exchangeable for NovaGold Shares,

or adjust, split, combine or reclassify any NovaGold Shares, except for (A) the issuance

of NovaGold Shares issuable upon the exercise of any NovaGold Option or NovaGold Warrant

or the vesting of any NovaGold PSU, (B) the issuance of any shares in the capital of

any Subsidiary of NovaGold to NovaGold or a wholly owned Subsidiary of NovaGold, (C) the

grant of NovaGold Options or NovaGold PSUs in the ordinary course of business consistent

with past practice, (D) the grant of NovaGold DSUs to non-employee directors of the

NovaGold Board in the ordinary course of business consistent with past practice, or (E) the

issuance of NovaGold Shares in accordance with purchases made pursuant to the NovaGold CN

ESPP in the ordinary course of business consistent with past practice;

(iii) incur,

assume, guarantee, amend or refinance any indebtedness for borrowed money or issue any debt

securities, or make loans or advances, in any such case in excess of US$15,000,000 in the

aggregate, other than (A) under existing credit facilities disclosed to New NovaGold,

(B) intercompany between NovaGold and its wholly owned Subsidiaries in the ordinary

course consistent with past practice, (C) in respect of letters of credit or surety

bonds issued in the ordinary course consistent with past practice or (D) in respect

of the Barrick Note;

(iv) create,

incur or assume any liens on material assets of NovaGold or the NovaGold Subsidiaries in

excess of US$15,000,000 in the aggregate, other than permitted liens arising in the ordinary

course consistent with past practice;

(v) acquire

(by merger, amalgamation, consolidation or otherwise), or sell, lease, transfer or otherwise

dispose of, any business, corporation, partnership, joint venture, equity interest or material

assets, in any such case with a value in excess of US$10,000,000 individually or US$25,000,000

in the aggregate, other than sales or dispositions of obsolete, surplus or worn-out assets

in the ordinary course consistent with past practice;

(vi) enter

into, terminate, or amend in any material respect, or waive any material rights under, any

material contract, including any contract that would have been a material contract if in

effect on the date hereof, other than (A) renewals, extensions or replacements in the

ordinary course on terms not materially less favorable to NovaGold and its wholly owned Subsidiaries,

taken as a whole or (B) any lease, sublease or other Contract under which NovaGold or

any of its wholly owned Subsidiaries uses or occupies or has the right to use or occupy any

real property;

(vii) except

as set forth on Section 6.1(b)(vii) of the NovaGold Disclosure Schedule,

settle, compromise or waive any litigation, arbitration or other proceeding or claim, or

any audit or investigation, for an amount in excess of US$5,000,000 or that imposes any material

equitable relief or restrictions on the operation of the business of NovaGold or the NovaGold

Subsidiaries;

(viii) except

as required by GAAP, make, change or revoke any material tax election, adopt or change any

material tax accounting method or period, file any material amended tax return, enter into

any closing agreement with any taxing authority, or settle any material tax claim, in each

case outside the ordinary course consistent with past practice;

(ix) make

capital expenditures in excess of the amounts set forth for the applicable period in the

capital expenditure budget referred to above by more than US$10,000,000 in the aggregate,

other than expenditures required to address an emergency or an immediate threat to health,

safety, the environment or to prevent material damage or loss;

(x) adopt,

amend or repeal any organizational documents of NovaGold or any NovaGold Subsidiaries in

a manner that would reasonably be expected to prevent, materially delay or materially impair

the consummation of the transactions contemplated by the Transaction Agreements;

(xi) change

any material financial accounting policies or practices, except as required by applicable

Law or GAAP;

(xii) enter

into or amend any related party transaction with any Affiliate of NovaGold (other than transactions

solely among NovaGold and its wholly owned Subsidiaries) outside the ordinary course consistent

with past practice and in excess of US$10,000,000; or

(xiii) agree,

resolve or commit to take any of the foregoing.

the avoidance of doubt, Paulson agrees and acknowledges that (i) no action or omission

that is required or reasonably necessary to be taken by NovaGold in connection with any action

or omission taken by, or that will be taken or omitted to be taken by, Donlin (in accordance

with the Donlin JV LLCA) and (ii) no action or omission taken by Donlin, will require

prior written consent by Paulson pursuant to the terms of this Agreement or any other Transaction

Agreement.

6.2 NovaGold

and New NovaGold Covenants

Each of NovaGold

and New NovaGold covenants and agrees that, subject to the terms of this Agreement, during the period from the date of this Agreement,

until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a) it

shall use reasonable best efforts to satisfy all conditions precedent in this Agreement and

take all steps set forth in the Interim Order and Final Order applicable to it and comply

promptly with all requirements imposed by Law on it with respect to this Agreement or the

Arrangement;

(b) it

shall defend all lawsuits or other legal, regulatory or other proceedings against each of

NovaGold and New NovaGold, as applicable, challenging or affecting this Agreement or the

consummation of the transactions contemplated hereby;

shall use all reasonable best efforts to effect all necessary registrations, filings and

submissions of information required by Governmental Entities from them relating to the Arrangement

in a timely manner;

(d) it

shall apply for and use reasonable best efforts to obtain conditional approval of the listing

and posting for trading on the NYSE of the Consideration Shares subject only to satisfaction

by New NovaGold of customary listing conditions of the NYSE;

(e) it

shall not take any action, refrain from taking any reasonable best action, or permit any

action to be taken or not taken, which is inconsistent with this Agreement or which would

reasonably be expected to materially prevent, delay or otherwise impede the consummation

of the Plan of Arrangement or the transactions contemplated by this Agreement;

(f) it

shall take all reasonable best actions within its control to ensure that the representations

and warranties in Section 1 of Schedule A in the case of NovaGold, and

Section 1 of Schedule B in the case of New NovaGold:

(i) that

are qualified by reference to a NovaGold Material Adverse Effect or New NovaGold Material

Adverse Effect, as applicable, or materiality, remain true and correct in all respects; or

(ii) that

are not qualified by reference to a NovaGold Material Adverse Effect or New NovaGold Material

Adverse Effect, as applicable, or materiality, remain true and correct in all material respects;

(g) each

of NovaGold and New NovaGold shall promptly notify each other of:

(i) any

communication from any person alleging that the consent of such person (or another person)

is or may be required in connection with the Arrangement (and the response thereto from either

of NovaGold, New NovaGold, its Subsidiaries or its representatives);

(ii) any

material communication from any Governmental Entity in connection with the Arrangement (and

the response thereto from either of NovaGold, New NovaGold, its Subsidiaries or its representatives);

and

(iii) any

litigation threatened or commenced against or otherwise affecting either of NovaGold, New

NovaGold or any of its Subsidiaries that is related to the Arrangement.

6.3 Paulson

Covenants

Paulson covenants

and agrees that, subject to the terms of this Agreement, during the period from the date of this Agreement, until the earlier of the

Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a) it

shall use reasonable best efforts to satisfy all conditions precedent in this Agreement;

(b) it

shall defend all lawsuits or other legal, regulatory or other proceedings against it challenging

or affecting this Agreement or the consummation of the transactions contemplated hereby;

shall not take any action, refrain from taking any reasonable best action, or permit any

action to be taken or not taken, which is inconsistent with this Agreement or which would

reasonably be expected to materially prevent, delay or otherwise impede the consummation

of the Plan of Arrangement or the transactions contemplated by this Agreement; and

(d) it

shall take all reasonable best actions within its control to ensure that the representations

and warranties in Section 1 of Schedule C:

(i) that

are qualified by reference to a Paulson Material Adverse Effect or materiality, remain true

and correct in all respects; or

(ii) that

are not qualified by reference to a Paulson Material Adverse Effect or materiality, remain

true and correct in all material respects.

6.4 Certain

Tax Matters

(a) The

Parties shall (and shall cause their respective Subsidiaries to) (i) use their respective

reasonable best efforts to cause the Arrangement and the Contribution Transaction, taken

together, to qualify as an exchange within the meaning of Section 351 of the Code (the

“Intended Tax Treatment”) and (ii) not take any action or fail to

take any action if such action or such failure is intended or would reasonably be expected

to prevent or impede the Arrangement and the Contribution Transaction, taken together, from

qualifying for the Intended Tax Treatment, including, for the avoidance of doubt, an action

or inaction that would cause a Party to be unable to deliver the applicable certificates

described in Section 6.4(b). The Parties shall, and shall cause its respective

Subsidiaries to, file all Tax Returns and otherwise report consistently with the Intended

Tax Treatment, unless otherwise required pursuant to a “determination” within

the meaning of Section 1313(a) of the Code.

(b) As

of the date hereof, each of NovaGold and New NovaGold, on one hand, and Paulson, on the other,

represent that it would, if requested, be able to deliver the representations set forth in

the form of officer’s certificate Exhibit A, in the case of NovaGold and

New NovaGold, and Exhibit B, in the case of Paulson.

of the Parties shall use reasonable best efforts and reasonably cooperate with one another

in connection with the issuance of an opinion of external counsel relating to the Intended

Tax Treatment (including any opinion regarding the Intended Tax Treatment that the United

States Securities and Exchange Commission requires to be prepared and submitted in connection

with the declaration of effectiveness of a registration statement). In connection with the

foregoing, each of the Parties shall use reasonable best efforts to deliver to the relevant

counsel, upon reasonable request, the certificates (dated as of the necessary date and signed

by an officer of the applicable Party) described in Section 6.4(b); provided,

however, that if Paulson receives the Tax Opinion as contemplated by Section 7.4(k),

then it shall be under no obligation to deliver the officer’s certificate contemplated

by Section 6.4(c).

(d) Each

Party shall promptly notify the other Parties if, at any time before the Effective Time,

such Party becomes aware of the existence of any fact or circumstance that would reasonably

be expected to prevent or impede the Arrangement and the Contribution Transaction, taken

together, from qualifying for the Intended Tax Treatment.

6.5 NovaGold

Insurance and Indemnification

(a) New

NovaGold agrees that all rights to exculpation, indemnification and advancement of expenses

for acts, omissions and other matters existing or occurring at or prior to the Effective

Time, whether asserted or claimed prior to, at or after the Effective Time, now existing

in favor of the current and former directors and officers of NovaGold or any of the NovaGold

Subsidiaries or any Person serving at the request of NovaGold or any of the NovaGold Subsidiaries

as a director, officer or fiduciary of another Person (each, an “Indemnified Person”)

as provided in the articles or by-laws or equivalent organizational documents of NovaGold

or the applicable NovaGold Subsidiary in effect as of immediately prior to the Effective

Time, shall survive the transactions contemplated hereby and shall, to the fullest extent

permitted by applicable Law, continue in full force and effect in accordance with their terms

for a period of six (6) years from and after the Effective Time. New NovaGold shall,

and shall cause NovaGold and the NovaGold Subsidiaries to, perform and honor in all respects

such obligations of NovaGold and the NovaGold Subsidiaries, as applicable, for a period of

six (6) years from and after the Effective Time.

(b) Prior

to the Effective Date, NovaGold shall purchase “tail” policies of directors’

and officers’ liability insurance for NovaGold with a claims reporting period of six

(6) years from the Effective Date, providing protection no less favourable to the insureds

thereunder than the protection provided by the directors’ and officers’ liability

insurance policies maintained by NovaGold that are in effect immediately prior to the Effective

Date and providing protection in respect of claims arising from acts, omissions, facts or

events which occurred at or prior to the Effective Date, and New NovaGold will, or will cause

NovaGold to, maintain such “tail” policies in effect without any reduction in

scope or coverage for six (6) years from the Effective Date (except as a result of the

payment or resolution of any claims thereunder).

New NovaGold, NovaGold or any of the NovaGold Subsidiaries (i) consolidates with or

merges into any other Person and shall not be the continuing company or entity of such consolidation

or merger or (ii) transfers or conveys all or substantially all its properties and assets

to any Person, then, and in each such case, proper provisions shall be made so that the successors

and assigns of New NovaGold, NovaGold or the applicable NovaGold Subsidiary, as the case

may be, shall assume their respective obligations set forth in this Section 6.5.

(d) The

provisions of this Section 6.5 (i) are intended to be for the benefit of,

and shall be enforceable by, each Indemnified Person, its, his or her heirs and its, his

or her legal representatives; (ii) are in addition to, and not in substitution for,

any other rights to indemnification or contribution that any such individual may have under

the articles or by-laws or equivalent organizational documents of NovaGold (or the articles

or by-laws or equivalent organizational documents of the applicable NovaGold Subsidiary),

by Contract or otherwise; and (iii) shall survive the consummation of the transactions

contemplated by this Agreement.

Article 7

CONDITIONS

7.1 Mutual

Conditions Precedent

The obligations

of NovaGold and New NovaGold to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent

on or before the Effective Time, each of which may only be waived with the mutual agreement of NovaGold, New NovaGold and Paulson (to

the extent not prohibited by applicable Law):

(a) the

Arrangement Resolution shall have been approved and adopted by the NovaGold Shareholders

at the NovaGold Meeting in accordance with the Interim Order;

(b) the

Interim Order and the Final Order shall each have been obtained on terms consistent with

this Agreement, and shall not have been set aside or modified in a manner unacceptable to

NovaGold and New NovaGold, acting reasonably, on appeal or otherwise;

Legal Proceeding, shall have been taken under any applicable Law or by any Governmental Entity,

and no Law, policy, decision or directive (having the force of Law) shall have been enacted,

promulgated, amended or applied, in each case that (i) makes consummation of the Arrangement

illegal; (ii) enjoins or prohibits the Plan of Arrangement or the transactions contemplated

by this Agreement; or (iii) renders this Agreement unenforceable or frustrates the purpose

and intent hereof;

(d) the

Consideration Shares to be issued pursuant to the Arrangement shall either be (i) exempt

from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof;

or (ii) be registered pursuant to an effective registration statement under the U.S.

Securities Act; provided, however, that NovaGold shall not be entitled to the

benefit of the condition in this Section 7.1(d), and shall be deemed to have

waived such condition, in the event that NovaGold fails to advise the Court prior to the

hearing in respect of the Final Order that New NovaGold intends to rely on the exemption

from registration afforded by Section 3(a)(10) of the U.S. Securities Act based

on the Court’s approval of the Arrangement;

(e) NovaGold

shall have delivered evidence satisfactory to each of NovaGold and New NovaGold of the approval

of the NYSE, pursuant to the policies of the NYSE, of the listing and posting for trading

of the Consideration Shares on the NYSE upon completion of the Arrangement;

(f) all

requisite TSX, NYSE and NYSE American approvals (to the extent required) shall have been

obtained for the transactions contemplated by the Transaction Agreements, including, if applicable,

any shareholder approvals required by the TSX, NYSE or NYSE American with respect to the

transactions contemplated by the Transaction Agreements;

(g) the

transactions contemplated by the Contribution Agreement shall have been consummated, or the

parties to the Contribution Agreement shall have confirmed in writing that all conditions

to closing the transactions contemplated by the Contribution Agreement shall have been satisfied

or waived and that the transactions contemplated thereby will be consummated substantially

simultaneously with the Effective Time, without any further action by any party to the Contribution

Agreement;

(h) the

Master Implementation Agreement shall be effective in accordance with the terms thereof,

and shall not have been withdrawn or rescinded, or modified in any material respect;

(i) the

Investor Rights Agreement shall be substantially concurrently effective in accordance with

the terms thereof, and shall not have been withdrawn or rescinded, or modified in any material

respect;

(j) holders

of no more than ten percent (10%) of the NovaGold Shares shall have exercised Dissent Rights;

and

(k) there

shall not be pending or threatened in writing any Legal Proceeding by any Governmental Entity

or any other Person that is reasonably likely to result in a:

(i) prohibition

or restriction on the acquisition by New NovaGold of any NovaGold Shares, restriction or

prohibition of the consummation of the Arrangement or a Person obtaining from NovaGold any

material damages directly or indirectly in connection with the Arrangement;

(ii) prohibition

or material limit on the ownership by New NovaGold of NovaGold or any material portion of

their businesses; or

(iii) imposition

of limitations on the ability of New NovaGold to acquire or hold, or exercise full rights

of ownership of, any NovaGold Shares, including the right to vote the NovaGold Shares to

be acquired by it on all matters properly presented to NovaGold Shareholders.

7.2 NovaGold

Conditions Precedent

The obligations

of NovaGold to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the

Effective Time, each of which may only be waived by NovaGold (to the extent not prohibited by applicable Law):

(a) The

representations and warranties of New NovaGold set forth (i) in Sections 1(a),

1(c) and 1(h) on Schedule B shall be true and correct

in all material respects as of the Effective Date as though made at and as of the Effective

Date (except to the extent such representations and warranties are expressly made as of a

specific date, in which case, such representations and warranties shall be so true and correct

in all material respects as of such specific date only) and (ii) on Schedule B

(other than those representations and warranties set forth in Sections 1(a),

1(c) and 1(h) on Schedule B), without giving effect to

any materiality, “New NovaGold Material Adverse Effect” and similar qualifiers

contained in such representations and warranties, shall be true and correct as of the Effective

Date as though made at and as of the Effective Date (except to the extent such representations

and warranties are expressly made as of a specific date, in which case, such representations

and warranties shall be so true and correct as of such specific date only), except for such

failures to be so true and correct that would not, individually or in the aggregate, have

a New NovaGold Material Adverse Effect;

(b) New

NovaGold shall have performed or complied with, in all material respects, all obligations

and covenants required to be performed or complied by New NovaGold pursuant to this Agreement

prior to the Effective Date;

the date of this Agreement, there shall not have occurred a New NovaGold Material Adverse

Effect that has not been cured;

(d) The

representations and warranties of Paulson set forth (i) in Sections 1(a) and

1(b) on Schedule C shall be true and correct in all material respects as

of the Effective Date as though made at and as of the Effective Date (except to the extent

such representations and warranties are expressly made as of a specific date, in which case,

such representations and warranties shall be so true and correct in all material respects

as of such specific date only) and (ii) on Schedule C (other than those

representations and warranties set forth in Sections 1(a) and 1(b) on Schedule C),

without giving effect to any materiality, “Paulson Material Adverse Effect” and

similar qualifiers contained in such representations and warranties, shall be true and correct

as of the Effective Date as though made at and as of the Effective Date (except to the extent

such representations and warranties are expressly made as of a specific date, in which case,

such representations and warranties shall be so true and correct as of such specific date

only), except for such failures to be so true and correct that would not, individually or

in the aggregate, have a Paulson Material Adverse Effect;

(e) Paulson

shall have performed or complied with, in all material respects, all obligations and covenants

required to be performed or complied by Paulson pursuant to this Agreement prior to the Effective

Date;

(f) Since

the date of this Agreement, there shall not have occurred a Paulson Material Adverse Effect

that has not been cured;

(g) New

NovaGold shall have delivered to NovaGold a certificate, dated as of the Effective Date,

signed by a duly authorized officer of New NovaGold, certifying that the conditions set forth

in Sections 7.2(a), 7.2(b) and 7.2(c) have been satisfied;

and

(h) Paulson

shall have delivered to NovaGold a certificate, dated as of the Effective Date, signed by

a duly authorized officer of Paulson, certifying that the conditions set forth in Sections 7.2(d),

7.2(e) and 7.2(f) have been satisfied.

7.3 New

NovaGold Conditions Precedent

The obligations

of New NovaGold to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before

the Effective Time, each of which may only be waived by New NovaGold (to the extent not prohibited by applicable Law):

(a) The

representations and warranties of NovaGold set forth (i) in Sections 1(a),

1(b) and 1(g) on Schedule A shall be true and correct

in all material respects as of the Effective Date as though made at and as of the Effective

Date (except to the extent such representations and warranties are expressly made as of a

specific date, in which case, such representations and warranties shall be so true and correct

in all material respects as of such specific date only) and (ii) on Schedule A

(other than those representations and warranties set forth in Sections 1(a),

1(b) and 1(g) on Schedule A), without giving effect to

any materiality, “NovaGold Material Adverse Effect” and similar qualifiers contained

in such representations and warranties, shall be true and correct as of the Effective Date

as though made at and as of the Effective Date (except to the extent such representations

and warranties are expressly made as of a specific date, in which case, such representations

and warranties shall be so true and correct as of such specific date only), except for such

failures to be so true and correct that would not, individually or in the aggregate, have

a NovaGold Material Adverse Effect;

(b) NovaGold

shall have performed or complied with, in all material respects, all obligations and covenants

required to be performed or complied by NovaGold pursuant to this Agreement prior to the

Effective Date;

the date of this Agreement, there shall not have occurred a NovaGold Material Adverse Effect