NG: Material agreement · Other company developments

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,