NOVAGOLD Announces Proposed Public Offering of Common Shares

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VANCOUVER, British Columbia, May 06, 2025 (GLOBE NEWSWIRE) — NOVAGOLD RESOURCES INC. (“NOVAGOLD” or “the Company”) (NYSE American, TSX: NG) today announced that it intends to offer and sell up to 43,500,000 common shares in a public offering. In addition, NOVAGOLD expects to grant the underwriters a 30-day option to purchase up to an additional 6,525,000 common shares at the public offering price, less underwriting discounts, and commissions. The proposed offering is subject to market conditions and other closing conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the terms of the offering.

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Concurrently with the proposed public offering, the Company intends to complete a private placement of common shares to certain of its major shareholders at the public offering price. NOVAGOLD intends to use the net proceeds from the offering and the concurrent private placement described above to fund the purchase price for NOVAGOLD’s previously announced acquisition¹ of an additional 10% ownership interest in Donlin Gold LLC and to use the remaining net proceeds, if any, for general corporate purposes including updating the feasibility study.

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Citigroup, RBC Capital Markets, and BMO Capital Markets are acting as joint book-running managers for the public offering.

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A shelf registration statement on Form S-3 relating to the offered common shares was filed with the Securities and Exchange Commission (SEC) on April 23, 2025 and automatically became effective upon filing. Before investing in the offering, potential investors should read the prospectus relating to the offering in its entirety as well as the other documents that NOVAGOLD has filed with the SEC that are incorporated by reference in the prospectus. A preliminary prospectus supplement relating to and describing the terms of the public offering will be filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the joint book-running managers: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146; and RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8^th Floor, New York, NY 10281, by telephone at (877) 822-4089, or by email to [email protected]; and BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036 by email to [email protected]. You may also obtain these documents free of charge by visiting the SEC’s website at www.sec.gov.

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The shares to be issued in the concurrent private placement have not and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and will be issued pursuant to an exemption from the Securities Act to investors that qualify as “accredited Investors” under the Securities Act. The shares to be issued in the concurrent private placement are being issued to non-residents of Canada pursuant to exemptions from certain Canadian securities laws and will be subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws.

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This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in Canada or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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About NOVAGOLD

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NOVAGOLD is a precious metals company focused on the development of the Donlin Gold project. Located in Alaska, one of the safest mining jurisdictions in the world, the Donlin Gold project is regarded to be one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world.