FAQS

Frequently Asked Questions (FAQs) About NOVAGOLD’s $1 Billion Acquisition of a 50% Stake in the Donlin Gold Project from Barrick, in Partnership with Paulson Advisers

Tell me about the transaction.

NOVAGOLD RESOURCES INC. (“NOVAGOLD”) (NYSE American, TSX: NG) and Paulson Advisers LLC (“Paulson”) entered into a definitive agreement with Barrick Gold Corporation (“Barrick”) to acquire Barrick’s 50% interest in Donlin Gold LLC for $1.0 billion in cash — creating a new partnership between NOVAGOLD and Paulson to develop Alaska’s Donlin Gold project.

Pursuant to the agreement, NOVAGOLD will increase its ownership interest in Donlin Gold LLC from 50% to 60%, with Paulson owning a 40% interest in Donlin Gold LLC and sharing responsibility as a full and equal partner in project management of Donlin Gold.

Who is NOVAGOLD’s new partner?

A private investment firm headquartered in Palm Beach, Florida, Paulson is NOVAGOLD’s second largest shareholder after Electrum and one of its longest-tenured investors — having initially become a NOVAGOLD shareholder in 2008. Paulson enjoys a distinguished track record as an experienced investor and its Chairman, Mr. John Paulson, has been recognized for having a legendary talent for focusing on “the big trade” — and picking amongst some of the best vehicles positioned to leverage that conviction for his partners.

How will NOVAGOLD finance its portion of the transaction?

To finance NOVAGOLD’s portion of the acquisition, funding commitments were obtained from The Electrum Group (“Electrum”), Paulson, and Kopernik Global Investors, LLC (“Kopernik”) to subscribe for up to $170 million of common shares at $3.00 per share, with the balance of $30 million to be funded from NOVAGOLD’s treasury. As part of the funding agreement, Paulson, Kopernik, and Electrum will receive five-year warrants to purchase an aggregate of 25.5 million common shares at $3.00 per share. NOVAGOLD will evaluate a range of financing options to replace all or part of the funding commitments. Any amount raised by NOVAGOLD would first be used to reduce its $30 million cash commitment.

How will NOVAGOLD finance its outstanding debt owed to Barrick?

NOVAGOLD was granted an option to purchase the outstanding debt owed to Barrick in connection with the Donlin Gold project for $90 million if purchased prior to closing, or for $100 million if purchased within 18 months from closing, when the option expires. If that option is not exercised, the debt will remain outstanding, substantially in accordance with its existing terms.

When is the transaction expected to close?

The transaction is subject to customary approvals and closing conditions and is expected to close in the late Q2/early Q3 2025.

What does this mean for Donlin Gold?

Following the closing of the transaction, under the direction of the new co-owners, Donlin Gold expects to:

Immediately commence the various workstreams to update the Feasibility Study^[1], including assembling a specially dedicated team to advance these efforts;
Shift the 2025 drill program’s focus to the conversion and expansion of Donlin Gold’s reserves and resources, with both partners committed to exploring for new resources along strike and to depth in future campaign seasons;
Advance technical work and engineering designs;
Continue to support state permitting efforts, and maintain existing federal and states permits in good standing, including government affairs engagement with federal and state representatives; and
Enhance social license and community outreach initiatives with partners and landowners, Calista Corporation (“Calista”) and The Kuskokwim Corporation (TKC).

^[1] The updated Feasibility Study/Technical Report will be compliant with NI 43-101 and S-K 1300 standards.