NG: Other company developments

Item 8.01 Other Events. NOVAGOLD Resources Inc. (“NovaGold” or the “Company”) operates in the gold mining industry, primarily focused on advancing the Donlin Gold project, a development-stage gold project in Alaska, USA. The Donlin Gold project is held by Donlin Gold LLC (“Donlin Gold”), a limited liability company which is owned 60% by NovaGold through NOVAGOLD Resources Alaska, Inc., a wholly owned subsidiary of the Company (“NGRA”), and 40% by Paulson Advisers LLC and certain of its affiliates (collectively, “Paulson”) through Donlin Gold Holdings LLC (“DGH”). On July 22, 2026, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) announcing that it has entered into a series of definitive transaction agreements in connection with a proposed transaction pursuant to which NovaGold Corporation, a newly formed Delaware corporation (“New NovaGold”) will acquire all of the issued and outstanding common shares of the Company (the “NovaGold Shares”) by way of an arrangement under the Business Corporations Act (British Columbia) in accordance with a plan of arrangement (the “Arrangement”). Specifically, the Company announced the execution of (i) an Arrangement Agreement (the “Arrangement Agreement”), among the Company, New NovaGold and Paulson, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, each NovaGold Share will be exchanged for one share of voting common stock of New NovaGold, (ii) a Master Implementation Agreement (the “Master Implementation Agreement”), among the Company, New NovaGold, Paulson, NGRA and DGH, which, among other things, sets forth the rights and obligations of the parties thereto and the sequencing of the transactions contemplated by the various transaction