Novagold Prices $179 Million Underwritten Upsized Public Offering of Common Shares
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NEWS RELEASE
NOVAGOLD PRICES $179 MILLION UNDERWRITTEN UPSIZED
PUBLIC OFFERING OF COMMON SHARES
All amounts are in U.S. dollars unless otherwise stated
May 7, 202 5 – Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or “the
Company”) (NYSE American, TSX: NG) today announced pricing of its previously announced public upsized
offering of 47,850,000 common shares of NOVAGOLD at a price to the public of $3.75 per share. All of the
shares are being offered by NOVAGOLD. In addition, NOVAGOLD has granted the underwriters a 30 -day
option to purchase up to 7,177,500 additional common shares at the public offering price, less underwriting
discounts and commissions. Gross proceeds from the upsized offering are expected to be approximately
$179.4 million, assuming no exercise of the underwriters’ option to purchase additional shares.
Concurrently with the proposed upsized public offering, the Company intends to complete a private
placement of 17,173,853 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.
Citigroup, RBC Capital Markets, BMO Capital Markets and Canaccord Genuity are acting as joint book-running
managers for the public offering. National Bank of Canada Financial Markets, Scotiabank and Morgan Stanley
are also acting as joint book-running managers for the public offering.
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. A
preliminary prospectus supplement relating to and describing the terms of the offering has also been filed
with the SEC. The final prospectus supplement relating to and describing the terms of the offering will be filed
with the SEC and will also be available on the SEC’s website when available, copie s of the final 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, 8th Floor, New York, NY 10281, by telephone at (877) 822 -4089, or by email to
[email protected]; and BMO Capital Markets Corp., Attn: Equity Synd icate 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.
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.
1 On April 22, 2025, NOVAGOLD and Paulson Advisers LLC announced that they had entered into an agreement with Barrick Gold
Corporation to acquire their 50% interest in Donlin Gold LLC for $1 billion in cash.
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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.
About NOVAGOLD
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 as one of
the largest, highest-grade, and most prospective known open-pit gold deposits in the world.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Frank Gagnon
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
www.novagold.com
Cautionary Note Regarding Forward-Looking Statements
This media release 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 Litigati on Reform Act
of 1995. Forward-looking statements include future-oriented financial information or financial outlook within the meaning of securities
laws, including information regarding the benefits of the announced transaction with Paulson, NOVAGOLD’s an ticipated expenditures
and anticipated plans for the new partnership and Donlin following the completion of the transaction; information regarding t he
anticipated consummation and timing of the proposed public offering and concurrent private placement; sta tements regarding the
permitting, potential development, exploration, construction and operation of Donlin Gold; and statements regarding NOVAGOLD’s future
operating and financial performance and production estimates. Such information is intended to assist readers in understanding
NOVAGOLD’s current expectations and plans relating to the future. Such information may not be appropriate for other purposes. Forward-
looking statements are frequently, but not always, identified by words such as “expects”, “conti nue”, “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. Forward -looking statem ents 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. All statements, other than
statements of historical fact, included herein ar e forward -looking statements. These forward -looking statements include statements
regarding the consummation and timing of the transaction; the expected timing of closing of the transaction; the anticipated
consummation and timing of the proposed public offering and concurrent private placement; the size or terms thereof; the satisfaction of
closing conditions; the anticipated timing of certain judicial and/or administrative decisions; the 2025 outlook; the timing and potential
for commencing a new feasibility study on the Donlin Gold project; the results of future feasibility studies; our goals and expenditures for
2025; ongoing support provided to key stakeholders including Native Corporation partners; Donlin Gold’s continued support for the state
and federal permitting process; sufficiency of working capital; the potential development and construction of the Donlin Gold project; the
timing and ability for the Donlin Gold project to hit critical milestones; the ability for the Tier One gold development proj ect to hit the
anticipated projections; the sufficiency of funds to continue to advance development of Donlin Gold, including to a construction decision;
perceived merit of properties; mineral reserve and mineral resource estimates; Donlin Gold’s ability t o secure the permits needed to
construct and operate the Donlin Gold project in a timely manner, if at all; legal challenges to Donlin Gold’s existing permi ts and the
timing of decisions in those challenges; whether the Donlin Gold LLC board will continue to advance the Donlin Gold project safely,
socially responsibly and to sustainably generate value for our stakeholders; continued cooperation between the owners of Donl in Gold
LLC to advance the project; NOVAGOLD’s ability to deliver on its strategy with the Donlin Gold project; the success of the strategic mine
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NEWS RELEASE
plan for the Donlin Gold project; the success of the Donlin Gold community relations plan; the outcome of exploration drillin g at the
Donlin Gold project and the timing thereof; the completion of test work and modeling and the timing thereof. In addition, any statements
that refer to expectations, intentions, projections or other characterizations of future events or circumstances are forward -looking
statements. Forward-looking statements are not historical facts but instead represent the expectations of NO VAGOLD management’s
estimates and projections regarding future events or circumstances on the date the statements are made. Important factors tha t could
cause actual results to differ materially from expectations include failure to satisfy or waive the clo sing conditions relating to the
transaction or the proposed public offering; 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 a dditional financing to complete an updated
feasibility study and to explore and develop properties and availability of financing in the debt and capital markets; diseas e pandemics;
uncertainties involved in the interpretation of drill results and geologica l 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 cooperation of government agencies and Na tive
groups in the development and operation of properties; risks of construction and mining projects such as accidents, equipment
breakdowns, bad weather, disease pandemics, 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 decisi on 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.