NOVAGOLD Announces US$200 Million Bought Deal Financing

Executive Summary

• NOVAGOLD RESOURCES INC. has entered into a bought deal private placement agreement with BMO Capital Markets, RBC Capital Markets, and Scotiabank to raise approximately US$200 million in gross proceeds.
• The offering consists of 20,000,000 common shares priced at US$10.00 per share, including a US$140 million cornerstone investment from a leading European institution.
• Net proceeds are designated for Donlin Gold project expenditures, settlement of a prepayment option on a promissory note with Barrick Mining Corporation, and general corporate purposes.

Key Details

• Transaction Structure: Bought deal private placement via underwriters BMO Capital Markets, RBC Capital Markets, and Scotiabank.
• Share Quantity: 20,000,000 common shares.
• Price: US$10.00 per common share.
• Gross Proceeds: Approximately US$200 million (before deducting underwriter fees and expenses).
• Cornerstone Investment: US$140 million from a leading European institution.
• Over-Allotment Option: Granted to underwriters to purchase up to an additional 15% of the shares (up to 3,000,000 shares) within 48 hours prior to closing, potentially increasing gross proceeds by up to US$30 million for a total aggregate of up to US$230 million.
• Use of Proceeds:
  • Expenditures associated with Donlin Gold activities.
  • Settlement of the Company’s prepayment option on the promissory note with Barrick Mining Corporation.
  • General corporate purposes.
• Closing Date: Expected on or about February 5, 2026.
• Regulatory Conditions: Subject to receipt of necessary regulatory approvals, including Toronto Stock Exchange approval and NYSE American authorization.
• Hold Period: Common shares are subject to a minimum 6-month hold period from closing under applicable securities laws.
• Promissory Note Context: As of November 30, 2025, the promissory note with Barrick (including accrued interest) amounted to approximately $166.3 million. The company has an option to prepay this note in full for $100 million on or before December 3, 2026.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.