Exhibit 2.1

NOVAGOLD CORPORATION

NOVAGOLD RESOURCES INC.

AND

PAULSON ADVISERS LLC

ARRANGEMENT AGREEMENT

DATED July 21, 2026

TABLE OF CONTENTS

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TABLE OF CONTENTS
(continued)

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Schedule A – Representations and Warranties of NovaGold 

Schedule B – Representations and Warranties of New NovaGold 

Schedule C – Representations and Warranties of Paulson 

Schedule D – Plan of Arrangement 

Schedule E – Arrangement Resolution 

Schedule F – Treatment of Outstanding Equity Awards

Exhibit A – Form of Officer’s Certificate of NovaGold and New NovaGold 

Exhibit B – Form of Officer’s and Owners’ Certificate of Paulson

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of July 21, 2026, by and among NovaGold Corporation, a Delaware corporation (“New NovaGold”), NOVAGOLD RESOURCES INC., a corporation existing under the Laws of the Province of British Columbia (“NovaGold”), and Paulson Advisers LLC, a Delaware limited liability company, for itself and any affiliate funds managed by it which now or hereafter come to hold New NovaGold Shares (“Paulson”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Master Implementation Agreement.

RECITALS:

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

Article 1
INTERPRETATION

In this Agreement, unless the context otherwise requires:

“Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, through one or more Persons Controls, or is Controlled by, or is under common Control with, such specified Person;

“Agreement” means this Arrangement Agreement, including all schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Arrangement” means the arrangement of NovaGold pursuant to Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any such amendment or variation is acceptable to NovaGold and New NovaGold, each acting reasonably);

“Arrangement Resolution” means the special resolution of the NovaGold Shareholders approving the Plan of Arrangement which is to be considered at the NovaGold Meeting and shall be in the form and content of Schedule E hereto (subject to Closing Administrative Changes);

“Authorization” means any authorization, order, permit, approval, certification, grant, registration, license, consent, waiver, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or regulation, whether or not having the force of Law, and includes any Environmental Permit;

“Barrick Note” means the Second Amended and Restated Secured Promissory Note, dated as of June 3, 2025, by and between NovaGold and BARRICK GOLD U.S. INC. (formerly Placer Dome U.S. Inc.), a California corporation;

“BCBCA” means the Business Corporations Act (British Columbia);

“business day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or New York, New York;

“Citi” means Citigroup Global Markets Inc.;

“Citi Fairness Opinion” means the opinion of Citi, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the Consideration Shares to be received in the Arrangement by the NovaGold Shareholders under this Agreement, taking into account the transactions contemplated by the Transaction Agreements, are fair, from a financial point of view, to the NovaGold Shareholders, other than Paulson;

“Closing Administrative Changes” means administrative revisions required or reasonably necessary to update dates, names, numbers, amounts and similar items needed for finalization;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Consideration Shares” means the consideration to be received by the NovaGold Shareholders pursuant to the Plan of Arrangement as consideration for their NovaGold Shares, consisting of one (1) New NovaGold Voting Share for each NovaGold Share;

“Contract” means any contract, agreement, license, franchise, lease, sublease, easement, right of way, arrangement, commitment, understanding, undertaking, joint venture, partnership or other right or obligation (written or oral) to which New NovaGold, NovaGold, Paulson or any of their respective Subsidiaries is a party (or is the named beneficiary thereof) or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

“Contribution Agreement” means that certain Contribution Agreement, effective as of the Contribution Closing Date by and between Paulson and New NovaGold;

“Contribution Closing Date” has the meaning ascribed to such term in the Contribution Agreement;

“Contribution Closing” has the meaning ascribed to such term in the Contribution Agreement;

“Contribution Transaction” means the transactions contemplated by the Contribution Agreement;

“Control” “Controlled by” and “under common Control with” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise, and, with respect to Paulson, includes any investment vehicle, the manager, investment advisor or general partner of which is Paulson or an entity Controlled by Paulson;

“Court” means the Supreme Court of British Columbia;

“Depositary” means Computershare Investor Services Inc., in its capacity as depositary for the Arrangement;

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“Donlin” has the meaning ascribed to such term in the recitals;

“Donlin Contribution Agreements” means the contribution agreements, in substantially the form attached to the Contribution Agreement as Annex B, by and between each Paulson Member, on the one hand, and New NovaGold, on the other hand, pursuant to which each Paulson Member shall contribute to New NovaGold its respective interests in Donlin Holdings or Donlin Holdings II, as applicable, effective as of the Contribution Closing and to be entered into in accordance with Section 7.2 of the Contribution Agreement;

“Donlin Holdings” has the meaning ascribed to such term in the recitals;

“Donlin Holdings II” has the meaning ascribed to such term in the recitals;

“Donlin JV LLCA” means that certain Limited Liability Company Agreement of Donlin Gold LLC, effective as of June 3, 2025;

“Effective Date” means the date upon which the Arrangement becomes effective, as provided in the Plan of Arrangement;

“Effective Time” has the meaning ascribed thereto in the Plan of Arrangement;

“Electrum” means Electrum Strategic Resources L.P. and any affiliate funds managed by it;

“Environmental Permits” means all Permits or program participation requirements with or from any Governmental Entity under any environmental Laws;

“Final Order” means the final order of the Court pursuant to subsection 291(4) of the BCBCA, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court at any time prior to the Effective Date (provided that any such amendment is acceptable to both NovaGold and New NovaGold, each acting reasonably) or, if appealed, then, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both NovaGold and New NovaGold, each acting reasonably), unless such appeal is withdrawn, abandoned or denied;

“Fraud” means, with respect to a Party, an intentional and knowing misrepresentation in respect of the making of any representation or warranty, with respect to NovaGold, those set forth in Schedule A, with respect to New NovaGold, those set forth in Schedule B and with respect to Paulson, those set forth in Schedule C, with intent to deceive another Party or to induce that Party to enter into this Agreement and requires (a) a false representation, (b) knowledge that such representation is false, (c) an intention to induce the Party to whom such representation is made to act or refrain from acting in reliance upon it, and (d) such Party suffering losses because of such reliance; provided that, for purposes of this definition, “Fraud” shall not include any claim based on negligence, recklessness, constructive or equitable fraud;

“GAAP” means U.S. generally accepted accounting principles;

“Governmental Entity” means: (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or entity, domestic or foreign; (b) any stock exchange, including the TSX, the NYSE or the NYSE American, or other applicable stock exchange; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“including” means including, without limitation, and “include” and “includes” have a corresponding meaning;

“Interim Order” means the interim order of the Court contemplated by Section 2.2 of this Agreement and made pursuant to subsection 291(2) of the BCBCA with respect to the Arrangement, providing for, among other things, the calling and holding of the NovaGold Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court;

“Investor Rights Agreement” means that certain Investor Rights Agreement, effective as of the Effective Date by and between Paulson and New NovaGold;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, directives, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any Permit of or from any Governmental Entity or self-regulatory authority (including the TSX, the NYSE and the NYSE American or another applicable stock exchange), and the term “applicable” with respect to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or its Subsidiaries or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party and/or its Subsidiaries or its or their business, undertaking, property or securities;

“Legal Proceeding” means any claim, action, suit, litigation, arbitration, proceeding or governmental or administrative investigation, inquiry or action by or before any Governmental Entity;

“Liens” means any and all hypothecs (or hypothecations), mortgages, deeds of trust, statutory or deemed trusts, pledges, leases, subleases, licenses, assignments, liens (statutory or otherwise), restrictions (including restrictions on transferability), charges, security interests, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Master Implementation Agreement” means that certain Master Implementation Agreement, effective as of the date hereof by and among New NovaGold, NovaGold, NovaGold Member, Paulson and Donlin Holdings;

“material fact” and “material change” have the meanings ascribed thereto in the Securities Act;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“misrepresentation” has the meaning ascribed thereto in the Securities Act;

“New NovaGold” has the meaning ascribed to such term in the preamble;

“New NovaGold Audit Committee Charter” means the Charter of the NovaGold Corporation Audit Committee to be effective as of the Effective Time;

“New NovaGold Bylaws” means the Amended and Restated Bylaws of NovaGold Corporation to be effective as of immediately prior to the Contribution Closing;

“New NovaGold Charter” means the Amended and Restated Certificate of Incorporation of NovaGold Corporation to be effective as of immediately prior to the Contribution Closing;

“New NovaGold Compensation Committee Charter” means the Charter of the NovaGold Corporation Compensation Committee to be effective as of the Effective Time;

“New NovaGold Material Adverse Effect” means any one or more changes, effects, events, circumstances, occurrences or states of fact, either individually or in the aggregate, that has been, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of New NovaGold and its Subsidiaries taken as a whole, other than changes, effects, events, circumstances, occurrences or states of fact resulting from: (a) any changes after the date hereof affecting the global gold mining industry generally; (b) any change after the date hereof in the market price of gold; (c) general economic, financial, credit, debt, securities, derivatives, currency exchange, securities or commodity market conditions in Canada or the United States; (d) any failure by New NovaGold to meet any internal or external forecasts, projections or earnings guidance or expectations announced by New NovaGold (it being agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of New NovaGold Material Adverse Effect may be taken into account in determining whether a New NovaGold Material Adverse Effect has occurred); (e) any change or development, after the date hereof, in political, geopolitical, social or regulatory conditions (including any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar action); (f) any hurricane, flood, volcanic activity, tornado, earthquake, wildfire, mudslide or other natural disaster, weather conditions, nuclear incidents, power outages or electrical blackouts, man-made disaster or any worsening thereof; (g) any epidemic, pandemic, public health event, quarantine or disease outbreak or any worsening thereof (including any Law or sanction, mandate, directive, pronouncement, guideline or recommendation issued by a Governmental Entity in response to the foregoing); (h) the commencement or continuation of war (whether or not declared), armed hostilities, including the escalation or worsening thereof, or acts of crime or terrorism, civil unrest, protests, strikes, lockouts, public demonstration, insurrection, cyberterrorism, ransomware or malware, military activity, sabotage or cybercrime, national or international calamity or any other similar event; (i) any changes after the date hereof in GAAP or in the interpretation of GAAP; (j) any change in Law after the date hereof; (k) the execution, announcement, pendency or performance of this Agreement (provided that this clause shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby); or (l) any action taken (or omitted to be taken) pursuant to the express terms of this Agreement or that is consented to by Paulson in writing; provided, however, that with respect to clauses (a), (b), (c), (e), (f), (g), (h), (i) and (j), such changes do not relate primarily to New NovaGold and its Subsidiaries, taken as a whole, or do not have a disproportionate effect on New NovaGold and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the gold mining industry; and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a “New NovaGold Material Adverse Effect” has occurred;

“New NovaGold Nominating and Governance Committee Charter” means the Charter of the NovaGold Corporation Nominating and Governance Committee to be effective as of the Effective Time;

“New NovaGold Non-Voting Shares” means the shares of non-voting common stock, $0.001 par value of New NovaGold;

“New NovaGold Preferred Shares” means the shares of preferred stock, $0.001 par value of New NovaGold;

“New NovaGold Shares” means the shares of (i) New NovaGold Voting Shares and (ii) New NovaGold Non-Voting Shares;

“New NovaGold Voting Shares” means the shares of voting common stock, $0.001 par value of New NovaGold;

“NovaGold” has the meaning ascribed to such term in the preamble;

“NovaGold Board” means the board of directors of NovaGold as the same is constituted from time to time;

“NovaGold Circular” means the notice of the NovaGold Meeting and accompanying management information circular and proxy statement on Schedule 14A, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to the NovaGold Shareholders in connection with the NovaGold Meeting, as amended, supplemented or otherwise modified from time to time;

“NovaGold CN ESPP” means the NovaGold Employee Share Purchase Plan;

“NovaGold Disclosure Schedule” has the meaning set forth in Section 3.1;

“NovaGold DSU Plan” means the deferred share unit plan of NovaGold dated effective December 1, 2009, as amended;

“NovaGold DSUs” means the outstanding deferred share units issued pursuant to the NovaGold DSU Plan;

“NovaGold Locked-up Shareholders” means collectively, (i) the directors and senior officers of NovaGold; (ii) Electrum; and (iii) Paulson;

“NovaGold Material Adverse Effect” means any one or more changes, effects, events, circumstances, occurrences or states of fact, either individually or in the aggregate, that has been, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of NovaGold and the NovaGold Subsidiaries taken as a whole, other than changes, effects, events, circumstances, occurrences or states of fact resulting from: (a) a change in the market price of the NovaGold Shares following and reasonably attributable to the public announcement of the execution of this Agreement and the transactions contemplated hereby; (b) any changes after the date hereof affecting the global gold mining industry generally; (c) any change after the date hereof in the market price of gold; (d) general economic, financial, credit, debt, securities, derivatives, currency exchange, securities or commodity market conditions in Canada or the United States; (e) any failure by NovaGold to meet any internal or external forecasts, projections or earnings guidance or expectations announced by NovaGold (it being agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of NovaGold Material Adverse Effect may be taken into account in determining whether a NovaGold Material Adverse Effect has occurred); (f) any change or development, after the date hereof, in political, geopolitical, social or regulatory conditions (including any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar action); (g) any hurricane, flood, volcanic activity, tornado, earthquake, wildfire, mudslide or other natural disaster, weather conditions, nuclear incidents, power outages or electrical blackouts, man-made disaster or any worsening thereof; (h) any epidemic, pandemic, public health event, quarantine or disease outbreak or any worsening thereof (including any Law or sanction, mandate, directive, pronouncement, guideline or recommendation issued by a Governmental Entity in response to the foregoing); (i) the commencement or continuation of war (whether or not declared), armed hostilities, including the escalation or worsening thereof, or acts of crime or terrorism, civil unrest, protests, strikes, lockouts, public demonstration, insurrection, cyberterrorism, ransomware or malware, military activity, sabotage or cybercrime, national or international calamity or any other similar event; (j) any changes after the date hereof in GAAP or in the interpretation of GAAP; (k) any change in Law after the date hereof; (l) the execution, announcement, pendency or performance of this Agreement (provided that this clause shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby); or (m) any action taken (or omitted to be taken) pursuant to the express terms of this Agreement or that is consented to by Paulson in writing; provided, however, that with respect to clauses (b), (c), (d), (f), (g), (h), (i), (j) and (k), such changes do not relate primarily to NovaGold and the NovaGold Subsidiaries, taken as a whole, or do not have a disproportionate effect on NovaGold and the NovaGold Subsidiaries, taken as a whole, compared to other companies of similar size operating in the gold mining industry; and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a “NovaGold Material Adverse Effect” has occurred;

“NovaGold Meeting” means the special meeting of NovaGold Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider and, if thought advisable, approving the Arrangement Resolution and related matters;

“NovaGold Member” means NOVAGOLD RESOURCES ALASKA, INC., an Alaska corporation;

“NovaGold Option Plan” means the stock option plan of NovaGold dated effective May 11, 2004, as amended;

“NovaGold Options” means the outstanding options to purchase NovaGold Shares granted under the NovaGold Option Plan;

“NovaGold PSU Plan” means the performance share unit plan of NovaGold dated effective May 26, 2009, as amended;

“NovaGold PSUs” means the outstanding performance share units issued pursuant to the NovaGold PSU Plan;

“NovaGold Shareholder Approval” has the meaning ascribed thereto in Section 2.2(c);

“NovaGold Shareholders” means the holders of NovaGold Shares;

“NovaGold Shares” means the common shares in the authorized share capital of NovaGold;

“NovaGold Subsidiaries” means, collectively, NOVAGOLD US Holdings Inc., NOVAGOLD Resources Alaska Inc., the NOVAGOLD USA, Inc., and AGC Resources Inc., or any one of them;

“NovaGold Voting Agreements” means the voting agreements (including all amendments thereto) between New NovaGold and the NovaGold Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their NovaGold Shares in favour of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution;

“NovaGold Warrants” means the outstanding warrants to purchase NovaGold Shares;

“NYSE” means the New York Stock Exchange LLC;

“NYSE American” means the NYSE American LLC;

“Outside Date” means March 31, 2027, or such later date as may be agreed to in writing by the Parties;

“Parties” means NovaGold, New NovaGold and Paulson, and “Party” means any of them;

“Paulson” has the meaning ascribed to such term in the preamble;

“Paulson Interests” has the meaning ascribed to such term in the recitals;

“Paulson Issued New NovaGold Shares” has the meaning ascribed to such term in the recitals;

“Paulson Material Adverse Effect” means any one or more changes, effects, events, circumstances, occurrences or states of fact, either individually or in the aggregate, that has been, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Paulson and its Affiliates, taken as a whole, or any Paulson Member, Donlin Holdings or Donlin Holdings II, as applicable, other than changes, effects, events, circumstances, occurrences or states of fact resulting from: (a) any changes after the date hereof affecting the global gold mining industry generally; (b) any change after the date hereof in the market price of gold; (c) general economic, financial, credit, debt, securities, derivatives, currency exchange, securities or commodity market conditions in Canada or the United States; (d) any change or development, after the date hereof, in political, geopolitical, social or regulatory conditions (including any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar action); (e) any hurricane, flood, volcanic activity, tornado, earthquake, wildfire, mudslide or other natural disaster, weather conditions, nuclear incidents, power outages or electrical blackouts, man-made disaster or any worsening thereof; (f) any epidemic, pandemic, public health event, quarantine or disease outbreak or any worsening thereof (including any Law or sanction, mandate, directive, pronouncement, guideline or recommendation issued by a Governmental Entity in response to the foregoing); (g) the commencement or continuation of war (whether or not declared), armed hostilities, including the escalation or worsening thereof, or acts of crime or terrorism, civil unrest, protests, strikes, lockouts, public demonstration, insurrection, cyberterrorism, ransomware or malware, military activity, sabotage or cybercrime, national or international calamity or any other similar event; (h) any changes after the date hereof in GAAP or in the interpretation of GAAP; (i) any change in Law after the date hereof; (j) the execution, announcement, pendency or performance of this Agreement (provided that this clause shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby); or (k) any action taken (or omitted to be taken) pursuant to the express terms of this Agreement or that is consented to by NovaGold in writing; provided, however, that with respect to clauses (a)-(i), such changes do not relate primarily to Paulson and its Affiliates, taken as a whole, or any Paulson Member, Donlin Holdings or Donlin Holdings II, as applicable, or do not have a disproportionate effect on Paulson and its Affiliates, taken as a whole, or any Paulson Member, Donlin Holdings or Donlin Holdings II, as applicable, compared to other entities of similar size operating and investing in similar industries; and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a “Paulson Material Adverse Effect” has occurred;

“Paulson Members” has the meaning ascribed to such term in the recitals;

“Permit” means any license, permit, certificate, consent, waiver, order, grant, approval, agreement, classification, restriction, registration or other Authorization of, from or required by any Governmental Entity or Indigenous Group;

“Person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement of NovaGold, substantially in the form of Schedule D hereto, and any amendments or variations thereto made in accordance with the Plan of Arrangement or upon the direction of the Court in the Final Order;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations, forms and published instruments, policies, bulletins and notices made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Laws” means the Securities Act, the U.S. Exchange Act and the U.S. Securities Act, together with all other applicable state, federal and provincial securities Laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Subsidiary” has the meaning ascribed thereto in the National Instrument 45-106 – Prospectus and Registration Exemptions;

“Tax Opinion” means a written opinion of Kleinberg, Kaplan, Wolff, and Cohen P.C., in form and substance reasonably acceptable to Paulson, dated as of the Contribution Closing Date, to the effect that, on the basis of the facts, representations, and assumptions set forth or referred to in such opinion, the Contribution Transaction and the Arrangement, taken together, should qualify as an exchange within the meaning of Section 351 of the Code;

“Tax Returns” includes all returns, reports, declarations, designations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required by a Governmental Entity to be made, prepared or filed by Law in respect of Taxes;

“Taxes” means (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments or advance payments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income, gains or profits taxes (including Canadian federal, provincial and territorial income taxes and U.S. federal, state and local income taxes), payroll and employee withholding taxes, employment or payroll taxes, employer health taxes, employment insurance, disability taxes, social insurance taxes, social security contributions, sales and use taxes, consumption taxes, customs taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, alternative minimum taxes, estimated taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, tariffs, countervail and anti-dumping duties, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions, whether disputed or not; and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes by Contract or otherwise and “Tax” has a corresponding meaning;

“Transaction Agreements” means, collectively, this Agreement, the Master Implementation Agreement, the Waiver Agreement, the Contribution Agreement, the Donlin Contribution Agreements, the NovaGold Voting Agreements and the Investor Rights Agreement;

“TSX” means the Toronto Stock Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder;

“U.S. GAAP” means United States Generally Accepted Accounting Principles issued by the Financial Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), that are applicable to the circumstances as of the date of determination, consistently applied;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, together with the rules, regulations, schedules and forms thereunder;

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

“Waiver Agreement” means that certain waiver agreement by and among the NovaGold Member, Donlin Holdings, Donlin Holdings II and the Paulson Members effective as of the Contribution Closing and to be entered into in accordance with Section 7.1 of the Contribution Agreement.

The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

If the date on which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be taken on the next succeeding day which is a business day.

Any reference in this Agreement to a statute includes all rules and regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute, rule or regulation that supplements or supersedes such statute, rule or regulation.

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of the United States and “US$” refers to US dollars and “C$” refers to Canadian dollars.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under U.S. GAAP and all determinations of an accounting nature required to be made shall be made in a manner consistent with U.S. GAAP consistently applied.

The following Schedules and Exhibits are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

Schedule A – Representations and Warranties of NovaGold 

Schedule B – Representations and Warranties of New NovaGold 

Schedule C – Representations and Warranties of Paulson 

Schedule D – Plan of Arrangement 

Schedule E – Arrangement Resolution 

Schedule F – Treatment of Outstanding Equity Awards

Exhibit A – Form of Officer’s Certificate of NovaGold and New NovaGold 

Exhibit B – Form of Officer’s and Owners’ Certificate of Paulson

Article 2
THE ARRANGEMENT

NovaGold and New NovaGold agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement and applicable Securities Laws.

NovaGold and New NovaGold agree that the Arrangement will be carried out with the intention that all Consideration Shares to be issued to the NovaGold Shareholders in exchange for their NovaGold Shares pursuant to the Plan of Arrangement will be issued in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, NovaGold and New NovaGold agree that the Arrangement will be carried out in accordance with the SEC’s Staff Legal Bulletin (SLB) No. 3A (June 18, 2008), including, but not limited to, on the following basis:

As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the NovaGold Meeting in accordance with Section 2.3, NovaGold shall apply to the Court, prepare, file and diligently pursue an application for the Interim Order, which application will seek, among other things:

Subject to the receipt of the Interim Order and the terms of this Agreement, NovaGold agrees to convene and conduct the NovaGold Meeting in accordance with the Interim Order, NovaGold’s notice of articles, articles of incorporation and applicable Law as soon as reasonably practicable. NovaGold agrees that it shall fix and publish a record date for the purposes of determining the NovaGold Shareholders entitled to receive notice of and vote at the NovaGold Meeting in accordance with the Interim Order.

If (a) the Interim Order is obtained; and (b) the Arrangement Resolution is passed at the NovaGold Meeting by the NovaGold Shareholders as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, NovaGold shall diligently pursue and take all steps necessary or desirable to have the hearing before the Court of the application for the Final Order held as soon as reasonably practicable.

The Arrangement shall become effective at the Effective Time on the Effective Date. The Parties shall use their reasonable best efforts to cause the Effective Date to occur as soon as reasonably practicable, but in any event no later than three (3) business days following the date on which all conditions set forth in Article 7 have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Time) unless another time or date is agreed to in writing by the Parties, and, in any event not later than the Outside Date. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the BCBCA.

NovaGold and New NovaGold acknowledge and agree that NovaGold Options, NovaGold PSUs and NovaGold DSUs shall be treated in accordance with the NovaGold Option Plan, the NovaGold PSU Plan and the NovaGold DSU Plan, respectively, as supplemented by Schedule F hereto.

NovaGold and New NovaGold acknowledge and agree that the NovaGold Warrants shall be subject to the contractual adjustment provisions contained therein.

New NovaGold will, following receipt by NovaGold of the Final Order and no later than one (1) business day prior to the Effective Time, deposit (or cause to be deposited) in escrow with the Depositary a sufficient number of New NovaGold Voting Shares to satisfy the Consideration Shares payable to the NovaGold Shareholders under the Plan of Arrangement.

NovaGold, New NovaGold and the Depositary and any other applicable withholding agent shall be entitled to deduct or withhold, or direct any other Person to deduct or withhold on their behalf, from any consideration or amount otherwise payable to any Person under this Agreement or the Plan of Arrangement (including, without limitation, any payments to any NovaGold Shareholder on their exercise of Dissent Rights), such amounts as the applicable withholding agent may reasonably determine is required to be deducted or withheld with respect to such amount otherwise payable or deliverable under any provision of Laws in respect of Taxes. To the extent that amounts are so deducted or withheld and timely remitted to the appropriate Governmental Entity in accordance with applicable Law, such deducted or withheld amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction or withholding was made. The applicable withholding agent is hereby authorized to sell or otherwise dispose of such portion of any Consideration Shares or other security deliverable to such Person under this Agreement, on such Person’s behalf, as is necessary to provide sufficient funds to such withholding agent to enable it to comply with such deduction or withholding requirement. Any sale will be made at prevailing market prices and none of NovaGold, New NovaGold, the Depositary, or any other applicable withholding agent shall be under any obligation to obtain or indemnify, or have any liability to, any Person in respect of a particular price for the Consideration Shares or other security deliverable to such Person under this Agreement, so sold.

Article 3
REPRESENTATIONS AND WARRANTIES OF novagold

Except as disclosed in (a) the NovaGold SEC Documents filed after December 1, 2023, and publicly available prior to the date that is two (2) business days before the date hereof where the relevance of the information to a particular representation is reasonably apparent on its face (excluding any disclosures contained under the captions “Risk Factors” or “Forward Looking Statements” or any similarly titled captions and any other disclosures contained therein that are cautionary or forward looking in nature); (b) the documents filed after December 1, 2023, and publicly available prior to the date that is two (2) business days before the date hereof by or on behalf of NovaGold with the relevant securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada in which NovaGold is a reporting issuer pursuant to the requirements of Securities Laws, including all documents publicly available on NovaGold’s SEDAR+ profile (excluding any disclosures contained under the captions “Risk Factors” or “Forward Looking Statements” or any similarly titled captions and any other disclosures contained therein that are cautionary or forward looking in nature); or (c) the disclosure schedule delivered by NovaGold to New NovaGold and Paulson immediately prior to the execution of this Agreement (the “NovaGold Disclosure Schedule”) NovaGold represents and warrants to New NovaGold and to Paulson as follows and acknowledges that New NovaGold and Paulson are relying upon such representations and warranties in Schedule A in connection with the entering into of this Agreement.

The representations and warranties of NovaGold contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and termination of this Agreement in accordance with its terms.

Article 4
REPRESENTATIONS AND WARRANTIES OF new novagold

New NovaGold hereby represents and warrants to NovaGold and to Paulson as follows, and acknowledges that NovaGold and Paulson are relying upon such representations and warranties in Schedule B in connection with the entering into of this Agreement.

The representations and warranties of New NovaGold contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and termination of this Agreement in accordance with its terms.

Article 5
REPRESENTATIONS AND WARRANTIES OF Paulson

Paulson hereby represents and warrants to NovaGold and to New NovaGold as follows, and acknowledges that NovaGold and New NovaGold are relying upon such representations and warranties in Schedule C in connection with the entering into of this Agreement.

The representations and warranties of Paulson contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and termination of this Agreement in accordance with its terms.

Article 6
COVENANTS

Each of NovaGold and New NovaGold covenants and agrees that, subject to the terms of this Agreement, during the period from the date of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

Paulson covenants and agrees that, subject to the terms of this Agreement, during the period from the date of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

Article 7
CONDITIONS

The obligations of NovaGold and New NovaGold to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual agreement of NovaGold, New NovaGold and Paulson (to the extent not prohibited by applicable Law):

The obligations of NovaGold to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived by NovaGold (to the extent not prohibited by applicable Law):

The obligations of New NovaGold to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived by New NovaGold (to the extent not prohibited by applicable Law):

The obligations of Paulson to undertake and complete its obligations under the Transaction Agreements are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived by Paulson in writing (to the extent not prohibited by applicable Law):

No Party shall be entitled to rely on the failure of any condition precedent set forth in Section 7.1, Section 7.2, Section 7.3 or Section 7.4 to be satisfied as a basis for not consummating the transactions contemplated hereby or for terminating this Agreement pursuant to Section 8.2 if such failure was primarily due to the breach by such Party of any of its representations, warranties, covenants or other agreements contained in this Agreement; provided that the non-breaching Parties may waive (to the extent permitted by applicable Law) the fulfilment of any such condition precedent (to the extent such condition is in such non-breaching Party(ies)’s favor) in accordance with Sections 7.1, 7.2, 7.3, 7.4 and 8.4, as applicable.

The conditions precedent set out in Sections 7.1, 7.2, 7.3, and 7.4 shall be conclusively deemed to have been satisfied, waived or released upon delivery by the Parties of written confirmation of the Effective Date.

Article 8
TERM, TERMINATION, AMENDMENT AND WAIVER

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Subject to the Parties’ obligations under the Master Implementation Agreement, this Agreement may be terminated prior to the Effective Time by:

provided, however, that neither NovaGold nor New NovaGold shall terminate this Agreement pursuant to Section 8.2(a)(vi) without the advance written consent of Paulson (which consent shall not be unreasonably conditioned, withheld or delayed).

Subject to the Parties’ obligations under the Master Implementation Agreement, the provisions of the Interim Order, the Final Order and applicable Laws, this Agreement and the Plan of Arrangement, this Agreement may, at any time and from time to time before or after the holding of the NovaGold Meeting, but not later than the Effective Time, be amended by mutual written agreement of all of the Parties, without further notice to or Authorization on the part of the NovaGold Shareholders, as applicable, to, without limitation:

Except as otherwise provided in this Agreement, including, without limitation, Section 7.6 and Section 8.3, and to the extent permitted by applicable Law, any Party may (a) extend the time for the performance of any of the obligations or acts of the other Parties; (b) waive compliance, except as provided herein, with any of the other Parties’ agreements, covenants or obligations, or the fulfilment of any conditions to its own obligations contained herein; or (c) waive inaccuracies in any of the other Parties’ representations or warranties contained herein or in any document delivered by such other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party by or on behalf of the Party waiving or extending such matter and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition expressly waived in writing.

Article 9
GENERAL PROVISIONS

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail (provided that no “bounceback” or notice of non-delivery is received) or as of the following business day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

NovaGold Resources Inc. 

201 South Main Street, Suite 400

Salt Lake City, Utah 

USA 84111 

NovaGold Corporation

201 South Main Street, Suite 400

Salt Lake City, Utah 

USA 84111 

in each case with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP

Suite 3500 – 1133 Melville Street 

Vancouver, British Columbia V6E 4E5 

and to:

Skadden, Arps, Slate, Meagher & Flom LLP 

One Manhattan West 

395 9th Avenue

New York, New York, 10001, United States

Paulson Advisers LLC 

***

***

***

in each case with a copy (which shall not constitute notice) to:

Goodmans LLP

333 Bay Street 

Toronto, Ontario M5H 2S7

and to:

Kleinberg, Kaplan, Wolff & Cohen, P.C.

500 Fifth Avenue

New York, New York

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and the Laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and the Arrangement. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Time shall be of the essence in this Agreement.

This Agreement (including the exhibits and schedules hereto), together with the Transaction Agreements constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Parties.

No director or officer of NovaGold shall have any personal liability whatsoever to New NovaGold under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of NovaGold. No director or officer of New NovaGold shall have any personal liability whatsoever to NovaGold under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of New NovaGold.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Subject to the express terms of this Agreement, each Party shall use all reasonable best efforts to do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments as reasonably required by any other Party as necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the Effective Date. The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.

Except for the right of the Indemnified Persons to enforce the provisions of Section 6.5, this Agreement is not intended to confer any rights or remedies upon any person other than the Parties to this Agreement.

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties, the Parties confirm that they and their respective counsel have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rule or construction providing that ambiguities in any agreement or other document will be construed against the Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the person who contracted the obligation and against the person who stipulated it will be applied against any Party.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Arrangement Agreement]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Arrangement Agreement]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Arrangement Agreement]

Schedule A
Representations and Warranties of Novagold

Schedule B
Representations and Warranties of New Novagold

Schedule C
REPRESENTATIONS AND WARRANTIES OF Paulson

SCHEDULE D

PLAN OF ARRANGEMENT

UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
DEFINITIONS AND INTERPRETATION

In this Plan of Arrangement, unless the context otherwise requires, capitalized terms used but not defined shall have the meanings ascribed to them below:

“Arrangement” means the arrangement of NovaGold pursuant to Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.3 of the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any such amendment or variation is acceptable to both NovaGold and New NovaGold, each acting reasonably);

“Arrangement Agreement” means the arrangement agreement dated as of July 21, 2026 by and between New NovaGold, NovaGold and Paulson, as amended, amended and restated or supplemented prior to the Effective Date;

“Arrangement Resolution” means the special resolution of the NovaGold Shareholders approving the Plan of Arrangement which is to be considered at the NovaGold Meeting;

“BCBCA” means the Business Corporations Act (British Columbia) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or New York, New York;

“Consideration” means the consideration to be received by the NovaGold Shareholders pursuant to this Plan of Arrangement as consideration for each NovaGold Share, consisting of one (1) New NovaGold Voting Share for each NovaGold Share;

“Court” means the Supreme Court of British Columbia;

“Depositary” means Computershare Investor Services Inc., in its capacity as depositary for the Arrangement;

“Dissent Rights” shall have the meaning ascribed thereto in Subsection 4.1(a);

“Dissenting Shareholder” means a registered holder of NovaGold Shares as of the record date of the NovaGold Meeting who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who, as of the Effective Time, has not effectively withdrawn or lost such Dissent Rights;

“Effective Date” means the date designated by NovaGold, New NovaGold and Paulson by notice in writing as the effective date of the Arrangement, after all of the conditions to the completion of the Arrangement as set out in the Arrangement Agreement and the Final Order have been satisfied or waived;

“Effective Time” means 12:01 a.m. on the Effective Date;

“Final Order” means the final order of the Court pursuant to subsection 291(4) of the BCBCA, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court at any time prior to the Effective Date (provided that any such amendment is acceptable to both NovaGold and New NovaGold, each acting reasonably) or, if appealed, then, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both NovaGold and New NovaGold, each acting reasonably), unless such appeal is withdrawn, abandoned or denied;

“final proscription date” shall have the meaning ascribed thereto in Section 5.5;

“Former NovaGold Shareholders” means, at and following the Effective Time, the registered holders of NovaGold Shares immediately prior to the Effective Time;

“Interim Order” means the interim order of the Court contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to subsection 291(2) of the BCBCA with respect to the Arrangement, providing for, among other things, the calling and holding of the NovaGold Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court;

“Letter of Transmittal” means the letter of transmittal to be forwarded by NovaGold to the NovaGold Shareholders together with the NovaGold Circular or such other equivalent form of letter of transmittal acceptable to the Parties, acting reasonably;

“Liens” means any and all hypothecs (or hypothecations), mortgages, deeds of trust, statutory or deemed trusts, pledges, leases, subleases, licenses, assignments, liens (statutory or otherwise), restrictions (including restrictions on transferability), charges, security interests, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“New NovaGold” means NovaGold Corporation, a corporation existing under the Laws of Delaware;

“New NovaGold Non-Voting Shares” means the shares of non-voting common stock, $0.001 par value of New NovaGold;

“New NovaGold Voting Shares” means the shares of voting common stock, $0.001 par value of New NovaGold;

“New NovaGold Shares” means the shares of (i) New NovaGold Voting Shares and (ii) New NovaGold Non-Voting Shares;

“NovaGold” means NovaGold Resources Inc., a corporation existing under the BCBCA;

“NovaGold Meeting” means the special meeting of NovaGold Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider and, if thought advisable, the Arrangement Resolution and related matters;

“NovaGold Shareholders” means the holders of NovaGold Shares;

“NovaGold Shares” means the common shares in the authorized share capital of NovaGold;

“Parties” means NovaGold, New NovaGold and Paulson, and “Party” means any of them;

“Paulson” means Paulson Advisers LLC, a Delaware limited liability company, for itself and any affiliate funds managed by it which now or hereafter come to hold New NovaGold Shares; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, together with the rules, regulations, schedules and forms thereunder.

Any capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

In this Plan of Arrangement, unless the contrary intention appears, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Any reference in this Plan of Arrangement to a statute includes all rules and regulations made thereunder, all amendments to such statute, rule or regulation in force from time to time and any statute, rule or regulation that supplements or supersedes such statute or regulation.

Unless otherwise stated, all references herein to amounts of money are expressed in lawful currency of the United States and “US$” refers to US dollars and “C$” refers to Canadian dollars.

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are local time in Vancouver, British Columbia unless otherwise stipulated herein.

Article 2
ARRANGEMENT AGREEMENT

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

At the Effective Time, this Plan of Arrangement shall be binding on:

Article 3
ARRANGEMENT

At the Effective Time, except as otherwise noted herein, the following shall occur and shall be deemed to occur sequentially, in the following order, without any further act or formality required on the part of any person, in each case effective as at the Effective Time:

In any case where the aggregate number of New NovaGold Shares issuable to a particular NovaGold Shareholder under this Plan of Arrangement would, but for this provision, include a fraction of a New NovaGold Share, the aggregate number of New NovaGold Shares issuable to such NovaGold Shareholder shall be rounded up or down to the nearest whole number. All calculations of the number of New NovaGold Shares issuable in respect of a NovaGold Share under this Plan of Arrangement shall be rounded up or down to four decimal places.

Article 4
DISSENT RIGHTS

Article 5
DELIVERY OF NEW NOVAGOLD SHARES

If any certificate, that immediately prior to the Effective Time represented one or more outstanding NovaGold Shares that were exchanged for the Consideration in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate representing the Consideration that such holder is entitled to receive in accordance with Section 3.1(a) hereof. When authorizing such delivery of Consideration that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to New NovaGold and the Depositary in such amount as New NovaGold and the Depositary may direct, or otherwise indemnify New NovaGold and the Depositary in a manner satisfactory to New NovaGold and the Depositary, against any claim that may be made against New NovaGold or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles and by-laws of NovaGold.

No dividend or other distribution declared or made after the Effective Time with respect to New NovaGold Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding NovaGold Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable Law and to Section 5.4 hereof, at the time of such compliance, there shall, in addition to the delivery of Consideration to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New NovaGold Shares.

The Parties and the Depositary and any other applicable withholding agent shall be entitled to deduct or withhold, or direct any other Person to deduct or withhold on their behalf, from any consideration or amount otherwise payable to any Person under this Plan of Arrangement (including, without limitation, any payments to any NovaGold Shareholder on their exercise of Dissent Rights), such amounts as the applicable withholding agent may reasonably determine is required to be deducted or withheld with respect to such amount otherwise payable or deliverable under any provision of Laws in respect of Taxes. To the extent that amounts are so deducted or withheld and timely remitted to the appropriate Governmental Entity in accordance with applicable Law, such deducted or withheld amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction or withholding was made. The applicable withholding agent is hereby authorized to sell or otherwise dispose of such portion of any Consideration or other security deliverable to such Person under this Agreement, on such Person’s behalf, as is necessary to provide sufficient funds to such withholding agent to enable it to comply with such deduction or withholding requirement. Any sale will be made at prevailing market prices and none of the Parties, the Depositary, or any other applicable withholding agent shall be under any obligation to obtain or indemnify, or have any liability to, any Person in respect of a particular price for the Consideration, or other security deliverable to such Person under this Plan of Arrangement, so sold.

To the extent that a Former NovaGold Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date that is six (6) years after the Effective Date (the “final proscription date”), then the Consideration that such Former NovaGold Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the Consideration to which such Former NovaGold Shareholder was entitled, shall be delivered to New NovaGold by the Depositary and certificates representing New NovaGold Shares forming the Consideration shall be cancelled by New NovaGold, and the interest of the Former NovaGold Shareholder in such New NovaGold Shares to which it was entitled shall be terminated as of such final proscription date.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens, charges, security interests, encumbrances, mortgages, hypothecs, restrictions, adverse claims or other claims of third parties of any kind.

From and after the Effective Time: (i) this Plan of Arrangement shall take precedence and priority over any and all NovaGold Shares issued prior to the Effective Time, (ii) the rights and obligations of the registered holders of NovaGold Shares, NovaGold, New NovaGold, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (iii) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any NovaGold Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

Article 6
AMENDMENTS

Article 7
FURTHER ASSURANCES

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out therein.

Article 8

U.S. SECURITIES LAW MATTERS

Notwithstanding any provision herein to the contrary, this Plan of Arrangement will be carried out with the intention that all New NovaGold Shares to be issued to Former NovaGold Shareholders in exchange for their NovaGold Shares pursuant to this Plan of Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and exemptions from applicable U.S. state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

Schedule E
Arrangement Resolution

BE IT RESOLVED THAT:

SCHEDULE F 

TREATMENT OF OUTSTANDING EQUITY AWARDS

As of the Effective Time, each NovaGold Option that is outstanding immediately prior to the Effective Time will, without any further action on the part of the holder thereof, be assumed by New NovaGold and become, as of the Effective Time, an option (each, an “Assumed NovaGold Option”) to purchase, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applicable to each such NovaGold Option as of immediately prior to the Effective Time, New NovaGold Shares. The number of New NovaGold Shares subject to such Assumed NovaGold Option will equal the number of NovaGold Shares subject to such NovaGold Option immediately prior to the Effective Time and the per share exercise price for the New NovaGold Shares issuable upon exercise of such Assumed NovaGold Option will equal the exercise price per share of NovaGold Shares at which such NovaGold Option was exercisable immediately prior to the Effective Time; provided, however that if the exercise price of such Assumed NovaGold Option is denominated in Canadian Dollars, then the exercise price will equal to the product of (a) the exercise price per share of NovaGold Shares at which such NovaGold Option was exercisable immediately prior to the Effective Time and (b) the Canadian Dollar to U.S. Dollar exchange rate published by the Bank of Canada as of the latest date practicable prior to the Effective Time. Notwithstanding anything to the contrary contained in this Agreement, the assumption of the NovaGold Options and conversion into an option to purchase New NovaGold Shares will be effected in a manner that would not trigger a tax or penalty under Section 409A of the Code or result in a breach of the requirements of paragraph 7(1.4) of the Income Tax Act (Canada), as applicable.

As of the Effective Time, each NovaGold PSU that is outstanding immediately prior to the Effective Time will, without any further action on the part of the holder thereof, be converted into a performance stock unit with respect to New NovaGold Shares (each, an “Assumed NovaGold PSU”) with the same terms and conditions as were applicable to such NovaGold PSU immediately prior to the Effective Time. The number of New NovaGold Shares subject to such Assumed NovaGold PSU will equal the number of NovaGold Shares subject to such NovaGold PSU immediately prior to the Effective Time and such Assumed NovaGold PSUs will continue to be subject to the same performance-based vesting conditions as applied to such NovaGold PSU immediately prior to the Effective Time.

As of the Effective Time, each NovaGold DSU outstanding immediately prior to the Effective Time will, without any further action on the part of the holder thereof, be converted into a deferred stock unit with respect to New NovaGold Shares (each, an “Assumed NovaGold DSU”) with the same terms and conditions as were applicable to such NovaGold DSU immediately prior to the Effective Time (including with respect to termination-related provisions). The number of New NovaGold Shares subject to such Assumed NovaGold DSU will equal the number of NovaGold Shares subject to such NovaGold DSU immediately prior to the Effective Time.

As promptly as reasonably practicable following the date of this Agreement, and in any event prior to the date the NovaGold Circular is distributed to the NovaGold Shareholders, NovaGold will take all actions reasonably necessary to amend the NovaGold Employee Share Purchase Plan (the “NovaGold CN ESPP”), subject to and contingent upon the occurrence of the Effective Time, to provide for the purchase of New NovaGold Shares under the NovaGold ESPP and to make such other adjustments as reasonably necessary for the continued operation of the NovaGold CN ESPP by New NovaGold following the Effective Time (the “New NovaGold CN ESPP”) and NovaGold will submit the New NovaGold CN ESPP for approval by the NovaGold Shareholders at the NovaGold Meeting.

As promptly as reasonably practicable following the date of this Agreement, and in any event prior to the date the NovaGold Circular is distributed to the NovaGold Shareholders, NovaGold will adopt an equity incentive plan (the “New NovaGold Equity Incentive Plan”) and an employee stock purchase plan with a component intended to be qualified under Section 423 of the Code (the “New NovaGold U.S. ESPP”) and will submit the New NovaGold Equity Incentive Plan and the New NovaGold U.S. ESPP for approval by the NovaGold Shareholders at the NovaGold Meeting; provided that such shareholder proposals shall provide that the aggregate number of New NovaGold Shares reserved for issuance initially (i) pursuant to the New NovaGold Equity Incentive Plan shall equal 10% of the total number of outstanding New NovaGold Shares as of the Effective Time calculated on a fully diluted basis (including the number of New NovaGold Shares subject to the Assumed NovaGold Equity Awards (as determined in accordance with this Schedule F)) and (ii) pursuant to the New NovaGold U.S. ESPP shall equal 2% of the total number of outstanding New NovaGold Shares as of the Effective Time calculated on a fully diluted basis (including the number of New NovaGold Shares subject to the Assumed NovaGold Equity Awards (as determined in accordance with this Schedule F)); provided, further that each of the New NovaGold Equity Incentive Plan and the New NovaGold U.S. ESPP shall include an “evergreen” provision pursuant to which the number of New NovaGold Shares reserved for issuance under such plan shall be increased automatically each year by 3% (in the case of the New NovaGold Equity Incentive Plan) or 1% (in the case of the New NovaGold U.S. ESPP) of the aggregate number of New NovaGold Shares then-outstanding calculated on a fully diluted basis. The New NovaGold Equity Incentive Plan and New NovaGold U.S. ESPP will each be effective and assumed by New NovaGold as of the Effective Time, subject to their prior approval by the NovaGold Shareholders. For the avoidance of doubt, the New NovaGold U.S. ESPP will be in addition to the New NovaGold CN ESPP. As soon as reasonably practicable after the Effective Time, New NovaGold will file a registration statement on an appropriate form with respect to the New NovaGold Shares issuable under the New NovaGold Equity Incentive Plan and the New NovaGold U.S. ESPP and will use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and maintain the current status of the prospectus or prospectuses contained therein for so long as awards granted pursuant to the New NovaGold Equity Incentive Plan and New NovaGold U.S. ESPP remain outstanding.

Notwithstanding anything to the contrary contained in this Agreement or in any NovaGold plan or Contract providing compensation or benefits to employees or non-employee service providers of NovaGold, including the NovaGold Equity Plans, the Parties agree that for purposes of any such plans or Contracts containing a definition of “change in control,” “change of control” or any similar term, the Effective Time will be deemed to constitute a “change in control,” “change of control” or such other term.

Exhibit 2.2

NOVAGOLD CORPORATION,

NOVAGOLD RESOURCES INC.,

NOVAGOLD RESOURCES ALASKA, INC.,

PAULSON ADVISERS LLC,

AND

DONLIN GOLD HOLDINGS LLC

MASTER IMPLEMENTATION AGREEMENT

July 21, 2026

MASTER IMPLEMENTATION AGREEMENT

THIS MASTER IMPLEMENTATION AGREEMENT (this “Agreement”), is made as of July 21, 2026, by and among NovaGold Corporation, a Delaware corporation (“New NovaGold”), NOVAGOLD RESOURCES INC., a corporation existing under the laws of the Province of British Columbia (“NovaGold”), NOVAGOLD RESOURCES ALASKA, INC., an Alaska corporation (the “NovaGold Member”), Paulson Advisers LLC, a Delaware limited liability company (“Paulson”), and Donlin Gold Holdings LLC, a Delaware limited liability company (“Donlin Holdings”). The foregoing are collectively referred to herein as the “Parties” and, individually, as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Arrangement Agreement and, to the extent not defined therein, the Contribution Agreement.

WHEREAS, concurrently with the execution of this Agreement, New NovaGold, NovaGold and Paulson have entered into that certain Arrangement Agreement, pursuant to which New NovaGold proposes to acquire all of the issued and outstanding NovaGold Shares in consideration for the issuance to the NovaGold Shareholders of New NovaGold Shares, in accordance with the Arrangement;

WHEREAS, concurrently with the execution of this Agreement and the Arrangement Agreement, Paulson and New NovaGold have entered into the Contribution Agreement, pursuant to which, substantially concurrently with (but immediately prior to) the consummation of the Arrangement, Paulson shall cause its Affiliates set forth in Annex A to the Contribution Agreement to contribute the Paulson Interests to New NovaGold in exchange for New NovaGold Voting Shares and New NovaGold Non-Voting Shares set forth opposite such Paulson Member’s name on Annex A of the Contribution Agreement, as applicable (the “Paulson Issued New NovaGold Shares”);

WHEREAS, the number of Paulson Issued New NovaGold Shares will be determined based on a ten percent (10%) discount to the equity value of Paulson’s forty percent (40%) ownership interest in Donlin implied by the equity value of NovaGold based on the ten (10)-day volume-weighted average price of the NovaGold Shares as of July 21, 2026;

WHEREAS, New NovaGold and NovaGold intend to carry out the transactions contemplated in the Arrangement Agreement by way of a plan of arrangement under the provisions of the BCBCA;

WHEREAS, the NovaGold Board has received the Citi Fairness Opinion and, after receiving financial and legal advice, has determined that (i) the Consideration Shares to be received in the Arrangement by the NovaGold Shareholders under the Arrangement Agreement, taking into account the transactions contemplated by the Transaction Agreements, are fair, from a financial point of view, to the NovaGold Shareholders, other than Paulson, and (ii) the Arrangement is in the best interests of NovaGold, and, accordingly, the NovaGold Board has resolved to recommend that the NovaGold Shareholders vote in favour of the Arrangement, all subject to the terms and the conditions contained in the Arrangement Agreement;

WHEREAS, for U.S. federal income Tax purposes, it is intended that the Arrangement and the Contribution Transaction, taken together, shall qualify as an exchange within the meaning of Section 351 of the Code;

WHEREAS, New NovaGold has entered into the NovaGold Voting Agreements with the NovaGold Locked-up Shareholders, pursuant to which, among other things, such NovaGold Locked-up Shareholders have agreed, subject to the terms and conditions thereof, to vote the NovaGold Shares held by them in favour of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution;

WHEREAS, concurrently with the execution of this Agreement, the Arrangement Agreement and the Contribution Agreement, Paulson and New NovaGold have entered into the Investor Rights Agreement, which sets forth certain rights and obligations of Paulson in New NovaGold; and

WHEREAS, concurrently with the execution of the Arrangement Agreement, the Contribution Agreement, the NovaGold Voting Agreements and the Investor Rights Agreement, the Parties are entering into this Agreement setting forth their intentions and obligations relating thereto and the transactions contemplated thereby.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

Section 1.
General

1.1            Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

(a)            “Acquisition Proposal” has the meaning set forth in Section 5.8(d).

(b)            “Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, through one or more Persons Controls, or is Controlled by, or is under common Control with, such specified Person.

(c)            “Agreement” has the meaning set forth in the Preamble.

(d)            “Ancillary Agreements” means any certificate, instrument or other document required to be delivered pursuant to any Transaction Agreement.

(e)            “Applicable Securities Exchange” means the NYSE, NYSE American, TSX or any other securities exchange on which shares of New NovaGold are then listed.

(f)             “Arrangement Agreement” means that certain Arrangement Agreement, dated as of the date hereof, by and between, New NovaGold, NovaGold and Paulson.

(g)            “Chosen Courts” has the meaning set forth in Section 8.3(a).

(h)            “Closing Administrative Changes” means administrative revisions required or reasonably necessary to update dates, names, numbers, amounts and similar items needed for finalization.

(i)             “Code” has the meaning set forth in Section 5.5(a).

(j)             “Confidentiality Agreement” means the confidentiality agreement, dated as of October 8, 2025, by and between NovaGold and Paulson & Co. Inc.

(k)            “Donlin JV LLCA” means that certain Limited Liability Company Agreement of Donlin Gold LLC, effective as of June 3, 2025.

(l)             “Effective Date” means the date upon which the Arrangement becomes effective, as provided in the Plan of Arrangement.

(m)           “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules, regulations, schedules and forms thereunder.

(n)            “Independence Resolutions” means the resolutions of the New NovaGold Board, in the form and content of Exhibit G hereto (subject to Closing Administrative Changes), to be adopted by the New NovaGold Board as of the Effective Time, determining that each of the Board Designees (as defined in the Investor Rights Agreement) is an Independent Director (as defined in the Investor Rights Agreement).

(o)            “Intended Tax Treatment” has the meaning set forth in Section 5.5(a).

(p)            “New NovaGold Audit Committee Charter” means the Charter of the NovaGold Corporation Audit Committee, in the form attached hereto as Exhibit A (subject to Closing Administrative Changes), to be effective as of the Effective Time.

(q)            “New NovaGold Board” means the board of directors of New NovaGold as the same is constituted from time to time.

(r)            “New NovaGold Bylaws” means the Amended and Restated Bylaws of NovaGold Corporation, in the form attached hereto as Exhibit B (subject to Closing Administrative Changes), to be effective as of immediately prior to the Contribution Closing.

(s)            “New NovaGold Charter” means the Amended and Restated Certificate of Incorporation of NovaGold Corporation, in the form attached hereto as Exhibit C (subject to Closing Administrative Changes), to be effective as of immediately prior to the Contribution Closing.

(t)            “New NovaGold Compensation Committee Charter” means the Charter of the NovaGold Corporation Compensation Committee, in the form attached hereto as Exhibit D (subject to Closing Administrative Changes), to be effective as of the Effective Time.

(u)            “New NovaGold Nominating and Governance Committee Charter” means the Charter of the NovaGold Corporation Nominating and Governance Committee, in the form attached hereto as Exhibit E (subject to Closing Administrative Changes), to be effective as of the Effective Time.

(v)            “New NovaGold Organizational Documents” means the New NovaGold Charter, the New NovaGold Bylaws, the New NovaGold Audit Committee Charter, the New NovaGold Compensation Committee Charter and the New NovaGold Nominating and Governance Committee Charter.

(w)           “NGC Establishment Resolutions” means the resolutions of the New NovaGold Board, in the form and content of Exhibit F hereto (subject to Closing Administrative Changes), to be adopted by the New NovaGold Board as of the Effective Time, (i) establishing the New NovaGold Nominating and Governance Committee and (ii) adopting, approving and implementing the New NovaGold Nominating and Governance Committee Charter.

(x)            “NovaGold” has the meaning set forth in the Preamble hereto.

(y)            “NovaGold Parties” means NovaGold, New NovaGold and NovaGold Member.

(z)            “Parties” has the meaning set forth in the Preamble hereto.

(aa)          “Paulson” has the meaning set forth in the Preamble hereto.

(bb)         “Paulson Parties” means Paulson and the Paulson Members.

(cc)          “Paulson Relevant Information” has the meaning set forth in Section 5.1(d).

(dd)         “SEC” means the Securities and Exchange Commission.

(ee)          “Superior Proposal” has the meaning set forth in Section 5.8(d).

(ff)           “Transaction Agreements” means, collectively, this Agreement, the Arrangement Agreement, the Waiver Agreement, the Contribution Agreement, the Donlin Contribution Agreements, the NovaGold Voting Agreements and the Investor Rights Agreement.

(gg)         “U.S. Securities Act” means the United States Securities Act of 1933, as amended, together with the rules, regulations, schedules and forms thereunder.

(hh)         “Waiver Agreement” means that certain waiver agreement by and among the NovaGold Member, Donlin Holdings, Donlin Holdings II and the Paulson Members effective as of the Contribution Closing and to be entered into in accordance with Section 7.1 of the Contribution Agreement.

Section 2.
Cooperation And Implementation

2.1            Cooperation and Implementation. From the date hereof, and without prejudice to the generality of the obligations of the Parties under the other Transaction Agreements, each Party hereby agrees and undertakes to use reasonable best efforts:

(a)            to perform any and all of its obligations pursuant to any Transaction Agreement to which it is a party in accordance with the terms thereof;

(b)            to do, and to cause its Affiliates to do, all such acts and things (and cooperate with the other Parties and their respective Affiliates) as may be necessary or desirable for the purposes of consummating the transactions contemplated in the Transaction Agreements in accordance with the terms thereof, including, without limitation:

(c)            to execute and deliver the Waiver Agreement in accordance with the Contribution Agreement;

(d)            to the extent that any Ancillary Agreement has not been executed and delivered as of the date of this Agreement, to execute and deliver, or cause any of its Affiliates that is proposed to be party to such Ancillary Agreement to execute and deliver, such Ancillary Agreement on or prior to the Effective Date;

(e)            to implement the New NovaGold Charter and New NovaGold Bylaws to be effective as of the Contribution Closing;

(f)             to implement the New NovaGold Audit Committee Charter, the New NovaGold Compensation Committee Charter and the New NovaGold Nominating and Governance Committee Charter to be effective as of the Effective Time;

(g)            effective as of the Effective Time: (i) to elect the initial New NovaGold Board as set forth in Section 2.1(a) of the Investor Rights Agreement and (ii) to adopt, approve and implement (x) the NGC Establishment Resolutions and (y) the Independence Resolutions; and

(h)            to not take or cause to be taken any action, or refrain from taking, any action, which is inconsistent with this Agreement or the other Transaction Agreements.

Section 3.
Consummation of the Transactions

3.1            Conditions to the Consummation of the Transactions. The Parties agree that:

(a)            the obligations of the applicable Parties to consummate the Contribution Transaction in accordance with the Contribution Agreement are subject to the satisfaction (or to the extent permitted by applicable Law, waiver by the applicable Party) of the conditions set forth in Sections 4.2, 4.3 and 4.4 of the Contribution Agreement; and

(b)            the obligations of the applicable Parties to consummate the Arrangement in accordance with the Arrangement Agreement are subject to the satisfaction (or to the extent permitted by applicable Law, waiver by the applicable Party or Parties, as applicable) of the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 of the Arrangement Agreement, as applicable, subject in each case to Section 7.5 of the Arrangement Agreement.

Section 4.
Representations and Warranties

4.1            Representations and Warranties of Paulson. Paulson represents and warrants, with respect to itself and each Paulson Party, to each other Party (that is not a Paulson Party), as of the date of this Agreement and as of the Effective Date as follows:

(a)            Organization and Qualification. Each Paulson Party, Donlin Holdings and Donlin Holdings II is duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. Each Paulson Party, Donlin Holdings and Donlin Holdings II is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties and assets owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Paulson Material Adverse Effect, or which would not prevent or materially delay consummation of this Agreement or any transaction contemplated hereby.

(b)            Authority Relative to this Agreement and the Applicable Transaction Agreements. Each Paulson Party, Donlin Holdings and Donlin Holdings II has the requisite power and authority to enter into this Agreement and each Transaction Agreement to which it is or will be a party and to perform its obligations hereunder and thereunder, including the consummation of the transactions contemplated hereby and thereby. The execution and the delivery of this Agreement and each of the Transaction Agreements to which such Paulson Party, Donlin Holdings or Donlin Holdings II is or will be a party by such Paulson Party, Donlin Holdings or Donlin Holdings II, the performance by such Paulson Party, Donlin Holdings or Donlin Holdings II, of its obligations hereunder and thereunder and the consummation by such Paulson Party, Donlin Holdings or Donlin Holdings II of the transactions contemplated hereby and thereby have been or will be, prior to execution and delivery thereof, duly authorized and no other proceedings on the part of such Paulson Party, Donlin Holdings or Donlin Holdings II are or will be necessary to authorize this Agreement or any of the Transaction Agreements. This Agreement has been duly executed and delivered by the Paulson Parties, Donlin Holdings and Donlin Holdings II and constitutes, and each Transaction Agreement when duly executed and delivered by such Paulson Party, Donlin Holdings or Donlin Holdings II will constitute a legal, valid and binding obligation of such Paulson Party, Donlin Holdings or Donlin Holdings II enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(c)            No Conflicts. The execution, delivery and performance by such Paulson Party, Donlin Holdings and Donlin Holdings II of this Agreement and the Transaction Agreement to which it is a party, and the consummation by such Paulson Party, Donlin Holdings or Donlin Holdings II of the transactions contemplated hereby and thereby, will not violate, conflict with or result in a breach of any provision of their respective organizational documents. Further, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Paulson Material Adverse Effect, or as would not prevent or materially delay consummation of the transactions contemplated by this Agreement or any other Transaction Agreement to which any of the Paulson Parties, Donlin Holdings or Donlin Holdings II are a party, the execution, delivery and performance by each of the Paulson Parties, Donlin Holdings and Donlin Holdings II of this Agreement and the Transaction Agreements to which it is a party and the consummation by such Paulson Parties, Donlin Holdings or Donlin Holdings II of the transactions contemplated hereby and thereby will not: (x) violate, conflict with or result in a breach of any provision of any agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit by which any of the Paulson Parties, Donlin Holdings or Donlin Holdings II or any of their respective assets are bound (including, assuming the due execution and delivery of the Waiver Agreement by each party thereto, the Donlin JV LLCA), or any applicable Law to which they are subject or by which they are bound; (y) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit to which it, or any of its assets are bound; or (z) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any encumbrance, charge or lien upon any of their assets. No authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of any of the Paulson Parties, Donlin Holdings or Donlin Holdings II for the consummation of its obligations hereunder and thereunder, including the consummation of the transactions contemplated by this Agreement and the Transaction Agreements to which it is a party, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make has not had, and would not reasonably be expected to have, individually or in the aggregate, a Paulson Material Adverse Effect, or would not prevent or materially delay consummation of the transactions contemplated by this Agreement.

(d)           Litigation. There is no claim, action, proceeding or investigation pending or, to Paulson’s knowledge, threatened against or relating to it or any Paulson Party, Donlin Holdings or Donlin Holdings II, or affecting any of their respective properties, assets, before or by any Governmental Entity which, if adversely determined, has had, and would reasonably be expected to have, individually or in the aggregate, a Paulson Material Adverse Effect, or prevent or materially delay the consummation of this Agreement or any Transaction Agreement to which any of the Paulson Parties, Donlin Holdings or Donlin Holdings II is a party, nor to its knowledge are there any events or circumstances which would reasonably be expected to give rise to any such claim, action, proceeding or investigation. None of Paulson, any Paulson Party, Donlin Holdings or Donlin Holdings II is subject to any outstanding order, writ, injunction or decree which has had, and would reasonably be expected to have, individually or in the aggregate, a Paulson Material Adverse Effect or which would prevent or materially delay consummation of this Agreement or any Transaction Agreement to which a Paulson Party, Donlin Holdings or Donlin Holdings II is a party or any transaction contemplated hereby or thereby.

(e)            No Additional Representations or Warranties; Acknowledgment of Disclaimer.

4.2           Representations and Warranties of the NovaGold Parties. Each of NovaGold, New NovaGold and NovaGold Member represents and warrants, severally with respect to itself, to each other Party (that is not a NovaGold Party), as of the date of this Agreement and as of the Effective Date as follows:

(a)            Organization and Qualification. It is duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. It is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties and assets owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a New NovaGold Material Adverse Effect or NovaGold Material Adverse Effect, as applicable, or which would not prevent or materially delay consummation of this Agreement or any transaction contemplated hereby.

(b)            Authority Relative to this Agreement and the Applicable Transaction Agreements. It has the requisite corporate power and authority to enter into this Agreement and each Transaction Agreement to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Transaction Agreement to which it is a party by it and the consummation of the transactions contemplated by this Agreement and such Transaction Agreement have been duly authorized and no other corporate proceedings on the part of it are necessary to authorize this Agreement or such Transaction Agreement (other than the NovaGold Shareholder Approval with respect to NovaGold). This Agreement and each Transaction Agreement to which it is a party have been duly executed and delivered by it and constitutes, a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(c)            No Conflicts. The execution and delivery by it of this Agreement and each Transaction Agreement to which it is a party and the performance by it of its obligations hereunder and thereunder will not violate, conflict with or result in a breach of any provision of its organizational documents. Further, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a NovaGold Material Adverse Effect or a New NovaGold Material Adverse Effect, as applicable, or as would not prevent or materially delay consummation of the transactions contemplated by this Agreement or any other Transaction Agreement to which it is a party, the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder will not: (x) violate, conflict with or result in a breach of any provision of any agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit by which it or any of its assets are bound, or any applicable Law to which it is subject or by which it is bound; (y) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit to which it, or any of its assets are bound; or (z) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any encumbrance, charge or lien upon any of its assets. Other than the Interim Order and the Final Order, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of it for the consummation by it of its obligations in connection with the Arrangement under this Agreement, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make has not had, and would not reasonably be expected to have, individually or in the aggregate, a NovaGold Material Adverse Effect or a New NovaGold Material Adverse Effect, as applicable, or would not prevent or materially delay consummation of the transactions contemplated by this Agreement.

(d)            Litigation. There is no claim, action, proceeding or investigation pending or, to its knowledge, threatened against or relating to it or any of the NovaGold Subsidiaries, its business or the business of the NovaGold Subsidiaries or affecting any of their respective properties, assets, before or by any Governmental Entity which, if adversely determined, has had, and would reasonably be expected to have, individually or in the aggregate, a NovaGold Material Adverse Effect or a New NovaGold Material Adverse Effect, as applicable, or prevent or materially delay the consummation of this Agreement or any Transaction Agreement to which it is a party, nor to its knowledge are there any events or circumstances which would reasonably be expected to give rise to any such claim, action, proceeding or investigation. Neither it nor any of the NovaGold Subsidiaries is subject to any outstanding order, writ, injunction or decree which has had, and would reasonably be expected to have, individually or in the aggregate a NovaGold Material Adverse Effect or a New NovaGold Material Adverse Effect, as applicable, or which would prevent or materially delay consummation of this Agreement or any transaction contemplated hereby.

(e)            No Additional Representations or Warranties; Acknowledgment of Disclaimer.

4.3           Survival of Representations and Warranties.

The representations and warranties contained in Section 4.1 and Section 4.2 of this Agreement shall not survive the completion of the Arrangement.

Section 5.
Covenants

5.1           Circular, Prospectus and Compliance and Reporting Obligations.

(a)            The Parties shall co-operate and use their reasonable best efforts to take, or cause to be taken, all reasonable actions, including the preparation of any applications and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals required in connection with the Transaction Agreements and the Arrangement and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under the Transaction Agreements, the Arrangement and the Plan of Arrangement, and to complete any of transactions contemplated by the Transaction Agreements, including their obligations under applicable Laws. Without prejudice to the Arrangement Agreement and without prejudice to the generality of the obligations of the Parties pursuant to the Arrangement Agreement or any other Transaction Agreement, each of the Parties undertakes to each of the other Parties that if, at any time after the date hereof and before the Effective Time, it comes to its notice that:

(i)            any statement contained in the NovaGold Circular has become or been discovered to be untrue, incorrect or misleading in any material respect;

(ii)           it has been discovered that the NovaGold Circular does not contain a statement that it should contain in order to comply with any applicable Law or the rules of any Applicable Securities Exchange and that omission is or may be material;

(iii)          there has been a significant change affecting any matter contained in the NovaGold Circular which would have been required to be disclosed in any such document had it occurred before the Effective Date; or

(iv)           a significant new matter has arisen, the inclusion of information in respect of which would have been required in the NovaGold Circular had it arisen before the Effective Date,

then that Party shall immediately notify each of the other Parties of the same in writing.

(b)            Each of the Parties undertakes:

(i)            to ensure that, prior to the Effective Date, except as required by Law or the rules of any Applicable Securities Exchange, and without prejudice to any rights of termination pursuant to any of the Transaction Agreements, no action will be taken by it that is inconsistent with (A) the provisions of this Agreement or each Transaction Agreement to which it is a party or (B) consummation of the transactions contemplated by the Transaction Agreements;

(ii)           that it shall comply with applicable legal and regulatory requirements in relation to the Arrangement, the Contribution Transaction, the NovaGold Circular and the matters and transactions contemplated thereby and by the Transaction Agreements; and

(iii)          to notify and consult with the other Parties before taking any action as a consequence of any matter referred to in Section 5.1(a), except to the extent that such undertaking to notify and consult with the other Parties inhibits any Party from complying with any of its fiduciary obligations or applicable Law.

(c)            The Parties agree and undertake to provide all information, updates, notices and similar as required pursuant to and in accordance with the terms of the Arrangement Agreement.

(d)            Notwithstanding anything to the contrary in this Section 5.1, Paulson and its advisors shall have the right to review and comment on, in a timely manner, all applications and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals required in connection with the NovaGold Meeting, the Transaction Agreements and the Arrangement and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under the Transaction Agreements, the Arrangement and the Plan of Arrangement, and to complete the transactions contemplated by the Transaction Agreements, including their obligations under applicable Laws, and NovaGold shall consider in good faith any comments of Paulson and its advisors with respect thereto; provided that, with respect to any information that relates primarily to any Paulson Party (the “Paulson Relevant Information”), NovaGold shall not file, mail or disseminate such information without the prior written approval of Paulson (not to be unreasonably withheld, conditioned or delayed). In connection with Paulson’s and its advisors’ rights under this Section 5.1(d), upon the reasonable request of Paulson and its advisors, to the extent permitted by applicable Law, each of NovaGold and New NovaGold shall, and shall cause the NovaGold Subsidiaries and instruct its and their advisors and other representatives to, during normal business hours and upon reasonable notice, (i) reasonably promptly provide Paulson and its advisors and other representatives with such reasonable information (including current vote tabulation reports and other proxy solicitation data) as they may reasonably request in connection with Paulson’s rights under this Section 5.1(d) and (ii) reasonably promptly provide Paulson and its advisors and other representatives with reasonable access to and participation in any material meetings or calls with (A) NovaGold’s proxy solicitation firm and tabulation agent, (B) any Applicable Securities Exchange, (C) the U.S. Securities and Exchange Commission or (D) any other Governmental Entity, in each case to the extent such meetings, calls or discussions primarily relate to Paulson Relevant Information or otherwise relate to revisions substantially involving Paulson Relevant Information and only for such portions of such meetings, calls and discussions during which Paulson Relevant Information is discussed. For the avoidance of doubt, NovaGold, New NovaGold and their advisors shall be under no obligation to inform Paulson, its advisors or representatives, of any meetings, calls or discussions with any of the aforementioned entities to the extent they do not primarily relate to any Paulson Relevant Information or otherwise relate to revisions substantially involving Paulson Relevant Information.

5.2           Additional Covenants of Paulson.

(a)            Paulson covenants and agrees that, from and after the date of this Agreement, upon reasonable request by NovaGold, it shall, and shall cause its Affiliates (including the Paulson Parties) to, promptly provide to NovaGold all necessary information regarding Paulson and each Paulson Party and their respective Affiliates that is reasonably requested by NovaGold for inclusion in any public filings (including the NovaGold Circular), including, but not limited to, filings with any Applicable Securities Exchange or Governmental Entity, in connection with the transactions contemplated by the Transaction Agreements. Notwithstanding the foregoing, Paulson and its advisors shall have the right to review and comment on, in a timely manner, all public filings (including the NovaGold Circular), including, but not limited to, filings with any Applicable Securities Exchange or Governmental Entity, in connection with the transactions contemplated by the Transaction Agreements and NovaGold shall consider in good faith any comments of Paulson and its advisors; provided that, with respect to any portion of any such application, order, registration, consent, filing, ruling, exemption, no-action letter, circular or approval that contains Paulson Relevant Information, NovaGold shall not file, mail or disseminate such Paulson Relevant Information without the prior written approval of Paulson (not to be unreasonably withheld, conditioned or delayed). For avoidance of doubt, nothing in this Agreement or any other Transaction Agreement shall limit or reduce the information rights of Paulson and its Affiliates pursuant to the Donlin JV LLCA.

(b)            Paulson shall cause the Paulson Parties and its and their officers and directors, and shall use reasonable best efforts to cause its representatives and advisors, to cooperate with, and make themselves reasonably available to meet or confer with, NovaGold and its counsel and advisors in connection with the preparation of any such public filings (including the NovaGold Circular).

5.3           Further Assurances. Subject to the express terms of the Transaction Agreements, each Party agrees to, and to cause its Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under this Agreement, the other Transaction Agreements (subject to the terms and conditions thereof) or applicable Law as may be required to carry out the provisions of this Agreement and the other Transaction Agreements and to consummate and make effective the transactions contemplated hereby and by the Transaction Agreements.

5.4           Notice of Certain Matters. Subject to applicable Law, each Party shall give prompt notice to the other Parties of (a) the occurrence or non-occurrence of any event that has resulted or would reasonably be expected to result in any closing condition set forth in any Transaction Agreement not being satisfied and (b) any notice or other communication received from any Governmental Entity in connection with this Agreement or any other Transaction Agreement or the transactions contemplated hereby or thereby, or any litigation involving the transactions contemplated by the Transaction Agreements or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and the other Transaction Agreements. Notwithstanding anything in this Agreement to the contrary, no such notification shall, in and of itself, affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties hereunder.

5.5           Tax Matters.

(a)            The Parties shall (and shall cause their respective subsidiaries to) (i) use their respective reasonable best efforts to cause the Arrangement and the Contribution Transaction, taken together, to qualify as an exchange within the meaning of Section 351 of the Internal Revenue Code of 1986, as amended (the “Code” and such treatment, the “Intended Tax Treatment”) and (ii) not take any action or fail to take any action if such action or such failure is intended or would reasonably be expected to prevent or impede the Arrangement and the Contribution Transaction, taken together, from qualifying for the Intended Tax Treatment, including, for the avoidance of doubt, an action or inaction that would cause a Party to be unable to deliver the applicable certificates described in Section 6.4(b) of the Arrangement Agreement. Each of the Parties shall, and shall cause its respective subsidiaries to, file all Tax Returns and otherwise report consistently with the Intended Tax Treatment, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

(b)            Each of the Parties shall use reasonable best efforts and reasonably cooperate with one another in connection with the issuance of an opinion of external counsel relating to the Intended Tax Treatment (including any opinion regarding the Intended Tax Treatment that the United States Securities and Exchange Commission requires to be prepared and submitted in connection with the declaration of effectiveness of a registration statement). In connection with the foregoing, each of the Parties shall use reasonable best efforts to deliver to the relevant counsel, upon reasonable request, the certificates (dated as of the necessary date and signed by an officer of the applicable Party) described in Section 6.4(b) of the Arrangement Agreement.

(c)            Each Party shall promptly notify the other Parties if, at any time before the Effective Time, such Party becomes aware of the existence of any fact or circumstance that would reasonably be expected to prevent or materially delay or impede the Arrangement and the Contribution Transaction, taken together, from qualifying for the Intended Tax Treatment.

5.6            Access to Information. In addition to (and without limiting) the rights set forth in Section 5.1(d), from and after the issuance of the Interim Order until the earlier of the Effective Time and the termination of the Transaction Agreements in accordance with their terms, each of NovaGold and New NovaGold shall, and shall cause its Subsidiaries and instruct its and their advisors and other representatives to, during normal business hours and upon reasonable notice, (a) provide Paulson and its advisors and other representatives with such reasonable information and reasonable access (at Paulson’s sole expense) (including access to properties, books, personnel and records of NovaGold, New NovaGold and the NovaGold Subsidiaries) as they may reasonably request solely for the purpose of consummating the Arrangement and the transactions contemplated by the Transaction Agreements, including current vote tabulation reports and other proxy solicitation data, (b) provide Paulson and its advisors and other representatives with copies of material written communications with NovaGold Securityholders relating to the NovaGold Meeting (other than purely administrative transmittals) and reasonably prompt copies of any filings, correspondence, comments, requests or other material written communications to or from the U.S. Securities and Exchange Commission, any Applicable Securities Exchange or any other Governmental Entity concerning the Arrangement, the NovaGold Circular or any other Transaction Agreement or the transactions contemplated thereby and (c) instruct its and their outside counsel and other advisors to cooperate with, make themselves reasonably available to, during normal business hours and, upon reasonable request, meet or confer with Paulson and its counsel and advisors regarding the matters described in this Section 5.6; provided that, any such access or investigation pursuant to this Section 5.6 shall be conducted in such a manner as not to interfere unreasonably with the business and operation of New NovaGold, NovaGold or any of the NovaGold Subsidiaries.

Information provided pursuant to this Section 5.6 shall be subject to the confidentiality obligations applicable to the receiving Party under the Transaction Agreements, the Donlin JV LLCA and the Confidentiality Agreement; provided that, nothing herein shall require disclosure of information to Paulson if NovaGold determines, on the advice of counsel, (i) such disclosure would violate applicable Law or a binding order or the provisions of any Contract in effect on the date hereof to which NovaGold or New NovaGold is a party, (ii) such information is, or would reasonably be expected to be, subject to attorney-client privilege, work-product or similar privilege; provided that if any information is withheld on such basis, the disclosing Party shall use its reasonable best efforts to provide such information in a manner that does not result in such violation or waiver, including by providing redacted materials or summaries or, at the request of New NovaGold or Paulson, entering into customary common interest, joint defense, confidentiality or other similar arrangements to permit broader sharing or (iii) such documents or information are pertinent to any actual or threatened legal proceeding between NovaGold or New NovaGold (or any of their Affiliates) on the one hand and Paulson (or any of its Affiliates) on the other hand. Notwithstanding anything in this Section 5.6 or this Agreement to the contrary, nothing herein shall limit, restrict or otherwise modify Paulson’s (or any of its Affiliates’) or NovaGold’s rights under the Donlin JV LLCA, including any information, access or reporting rights thereunder.

5.7           Public Communications; SEC Filings.

(a)            The initial press release or public statement regarding the Arrangement or the other transactions contemplated by the Transaction Agreements shall be a joint press release. From the date hereof until the earlier of the Effective Time and the termination of the Transaction Agreements in accordance with their terms, no Party shall issue any press release or make any other public statement regarding this Agreement, the Arrangement or the other transactions contemplated by the Transaction Agreements without the prior written consent of NovaGold (if the requesting party is a Paulson Party) or Paulson (if the requesting party is a NovaGold Party); provided that any Party may (i) make public disclosure or file any document to the extent required by applicable Law or the rules of any Applicable Securities Exchange or any Governmental Entity, in which case such Party shall, to the extent legally permitted, provide NovaGold, if such Party is a Paulson Party, or Paulson, if such Party is a NovaGold Party, a reasonable opportunity to review and comment on the proposed disclosure in advance, and shall consider in good faith any comments of such other Party and its advisors and other representatives, (ii) make any public statements in response to questions by the press, analysts, investors or analyst investor calls, so long as such statements are consistent in all material respects with previous statements made jointly by NovaGold and Paulson or (iii) make any communication to employees so long as such statements are consistent in all material respects with previous statements made jointly by NovaGold and Paulson. For the avoidance of doubt, this Section 5.7(a) shall not apply to any disclosure of information concerning any Transaction Agreement in connection with any dispute between the Parties regarding the Transaction Agreements or the transactions contemplated thereby.

(b)            During the period from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement, each of NovaGold and New NovaGold shall use their reasonable best efforts to (i) timely file or furnish all forms, reports and documents required to be filed or furnished by it with the SEC, and (ii) ensure that such filings, at the time filed (and, if amended, at the time of such amendment), comply in all material respects with applicable requirements of the U.S. Securities Act and the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)            Without limiting the foregoing, NovaGold shall not file, and shall cause New NovaGold not to file, any Transaction Agreement (including this Agreement) or any exhibit, schedule or summary thereof with any Governmental Entity (as defined in the Arrangement Agreement) or any Applicable Securities Exchange without first providing Paulson a draft of such filing reasonably in advance and a reasonable opportunity to review and comment thereon, and NovaGold shall consider in good faith any comments of Paulson and its advisors and other representatives. To the extent permitted by applicable Law and the rules of any Applicable Securities Exchange or Governmental Entity, NovaGold shall request confidential treatment and implement redactions, to the extent in NovaGold’s reasonable judgment, such information is competitively or commercially sensitive information, or includes personal data, trade secrets and other information that, in NovaGold’s reasonable judgment, are sensitive, which shall include the identities of the Paulson Members (as defined in the Contribution Agreement) and shall use reasonable best efforts to obtain acceptance of such confidential treatment or redactions. If any Governmental Entity or Applicable Securities Exchange requires disclosure of any such information, NovaGold shall, to the extent legally permitted, reasonably promptly notify Paulson and consult in good faith to minimize the scope and timing of any such disclosure.

5.8           Non-Solicitation.

(a)            From the date hereof until the earlier of the Effective Time and the termination of the Transaction Agreements in accordance with their terms, NovaGold shall not, and shall cause the NovaGold Subsidiaries and use its reasonable best efforts to cause its and their directors, officers, employees, investment bankers, attorneys, accountants and other advisors and representatives not to, (i) directly or indirectly, solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, enter into, continue or otherwise participate in any discussions or negotiations regarding any Acquisition Proposal, or (ii) furnish any non-public information to any person with the intent of inducing the making of any Acquisition Proposal (other than upon receipt of a bona fide, unsolicited, written Acquisition Proposal from any person that did not result from a material breach of this Section 5.8, solely to the extent necessary to ascertain facts or clarify terms with respect to an Acquisition Proposal for the NovaGold Board to be able to have sufficient information to make the determination whether such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal); provided that, if NovaGold receives after the date hereof an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 5.8, NovaGold and its advisors and other representatives may, prior to the time NovaGold Shareholder Approval is obtained and subject to the NovaGold Board having determined in good faith (after consultation with its outside legal and financial advisors) that (x) such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and (y) the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, furnish non-public information to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement with such person that contains terms no less favorable in the aggregate to NovaGold than those contained in any confidentiality agreement between NovaGold and New NovaGold, and engage in discussions or negotiations with such person regarding such Acquisition Proposal.

(b)            NovaGold shall, and shall cause the NovaGold Subsidiaries, and its and their advisors and other representatives to, immediately cease and terminate, and cause to be terminated, any solicitations, discussions or negotiations commenced prior to the date of this Agreement with any person (other than New NovaGold and its advisors and other representatives) with respect to any Acquisition Proposal and shall promptly request the return or destruction of any non-public information previously furnished to any such person. NovaGold shall promptly, and in any event within forty-eight (48) hours, notify New NovaGold and Paulson of the receipt of any Acquisition Proposal or any request for non-public information or for discussions or negotiations that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include the identity of the person making such Acquisition Proposal or request and the material terms and conditions thereof (including copies of any written proposals and material correspondence), and NovaGold shall keep New NovaGold and Paulson reasonably informed, on a current basis, of any material developments, discussions or negotiations regarding the foregoing (including any change to the material terms thereof including any term on price or value).

(c)            NovaGold shall not accept, approve, or enter into any agreement (other than a confidentiality agreement as permitted herein) to facilitate any Acquisition Proposal unless: (i) the NovaGold Board determines in good faith, after consultation with its financial and legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal; (ii) the NovaGold Shareholder Approval has not been obtained; (iii) NovaGold has complied with its non-solicitation obligations in this Section 5.8 in all material respects; (iv) NovaGold has provided New NovaGold and Paulson with written notice of the Superior Proposal, including all material documentation and a copy of any proposed agreement, at least five (5) business days prior to acceptance; and (v) five (5) business days have elapsed since such notice, during which Paulson may submit an Acquisition Proposal. NovaGold shall not withdraw, modify, or qualify its recommendation of the current transaction, or accept or recommend any Acquisition Proposal, unless the conditions set forth in this Section 5.8(c) have been satisfied.

(d)            For purposes of this Section 5.8, “Acquisition Proposal” means any proposal or offer, whether written or oral, relating to, in a single transaction or series of related transactions, (i) any direct or indirect acquisition of beneficial ownership of twenty percent (20%) or more of the NovaGold Shares, (ii) any merger, arrangement, amalgamation, consolidation, share exchange, business combination, recapitalization or similar transaction involving NovaGold or (iii) any direct or indirect acquisition, lease, transfer or disposition of assets of NovaGold and its subsidiaries representing twenty percent (20%) or more of the consolidated assets or net revenues of NovaGold and its subsidiaries, taken as a whole; and “Superior Proposal” means a bona fide written Acquisition Proposal (with the percentages in clauses (i) and (iii) increased to more than fifty percent (50%)) that the NovaGold Board determines in good faith (after consultation with its outside legal and financial advisors), taking into account all legal, financial, regulatory and other aspects of such proposal (including the identity of the person making the proposal, the form and amount of consideration, financing, conditionality, regulatory approvals, expected timing and certainty of completion), is more favorable, from a financial point of view, to the NovaGold Shareholders (other than the Investor, to the extent required by applicable Law) than the transactions contemplated by the Transaction Agreements and is reasonably capable of being completed in accordance with its terms.

5.9           No Modification of Existing Rights or Obligation. Prior to the Effective Date and notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall amend, modify, limit, impair or otherwise affect any rights, privileges, powers, remedies, duties or obligations of (a) Paulson and its Affiliates and (b) NovaGold and its Subsidiaries, in each case as provided under the Donlin JV LLCA.

Section 6.
GOVERNANCE MATTERS

6.1           Governance Matters. Without limiting the generality of the applicable Parties’ rights and obligations under the Investor Rights Agreement (when effective), the Parties shall take all steps (including passing all resolutions) necessary to implement the governance arrangements set forth herein and in Section 2.1 of the Investor Rights Agreement with effect as of the Effective Time. In connection with the implementation of such governance matters, with effect at the Effective Time, New NovaGold, subject to the procedures set forth in Section 2.1(e) of the Investor Rights Agreement, mutatis mutandis, shall cause each of the individuals listed in Schedule A to be appointed to the New NovaGold Board.

Section 7.
Termination

7.1           Termination. This Agreement may be terminated at any time prior to the Effective Date (a) by mutual written agreement of each of the Parties or (b) by any Party if either NovaGold or New NovaGold is entitled to terminate the Arrangement Agreement in accordance with Section 8.2 of the Arrangement Agreement and in all cases subject to the provisos in Section 8.2(a)(vi), Section 8.2(b), Section 8.2(c) and Section 8.2(e) of the Arrangement Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1 shall not be available to any Party whose fraud or willful or material breach of any Transaction Agreement has primarily resulted in, or primarily contributed to, the occurrence of the event giving rise to such termination right under the Arrangement Agreement. Subject to Section 7.2, this Agreement shall automatically terminate and be of no further effect upon termination of any of the Transaction Agreements in accordance with their terms. For the avoidance of doubt, in the event that the Arrangement is not consummated pursuant to the Arrangement Agreement, this Agreement shall be null and void ab initio.

7.2           Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any Party; provided, however, that no such termination shall relieve any Party for (a) any liability or obligation such Party has under any Transaction Agreement and (b) any liability of such Party for fraud or any willful or material breach under this Agreement.

Section 8.
MISCELLANEOUS

8.1           Counterparts; Effectiveness. This Agreement may be executed in two (2) or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy, electronic delivery or otherwise) to the other Parties. Signatures to this Agreement transmitted by electronic mail in “portable document format” form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

8.2           Governing Law. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

8.3           Jurisdiction; Specific Enforcement.

(a)            Each of the Parties (i) consents to submit itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (the “Chosen Courts”), with respect to any dispute arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any transaction contemplated by this Agreement in any court other than any such Chosen Court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such Chosen Court that any such Legal Proceeding brought in any such Chosen Court has been brought in an inconvenient forum.

(b)            The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed, or were threatened to be not performed, in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Chosen Courts without proof of actual damages, and all such rights and remedies at Law or in equity shall be cumulative. Nothing contained in this Section 8.3 shall be deemed to be an election of remedies. The Parties further agree that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.3; and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each Party hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by any other Party and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the terms, provisions, covenants and obligations of this Agreement.

8.4           WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

8.5           Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail (provided that no “bounce back” or notice of non-delivery is received) or as of the following business day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

if to the NovaGold Parties:

NovaGold Resources Inc. 

201 South Main Street, Suite 400 

Salt Lake City, Utah 

USA 84111

[email protected]

with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP

Suite 3500 – 1133 Melville Street 

Vancouver, British Columbia V6E 4E5 

Alex Moore

[email protected]

and to:

Skadden, Arps, Slate, Meagher & Flom LLP 

One Manhattan West 

395 9th Avenue 

New York, New York, 10001, United States

June Dipchand

[email protected]

if to Paulson:

Paulson Advisers LLC 

***

***

with a copy (which shall not constitute notice) to:

Goodmans LLP 

333 Bay Street 

Toronto, Ontario M5H 2S7

and to:

Kleinberg, Kaplan, Wolff & Cohen, P.C. 

500 Fifth Avenue 

New York, NY 10110

Kelly E. Zelezen 

Alexander E. Shiekman 

[email protected] 

[email protected]

8.6           Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the Parties without the prior written consent of the other Parties. Subject to the first sentence of this Section 8.6, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Any purported assignment not permitted under this Section 8.6 shall be null and void.

8.7           Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.8           Amendments; Waivers. This Agreement may only be amended by a written instrument signed by all Parties. No waiver of any provision or condition of this Agreement shall be valid unless the same shall be in writing and signed by or on behalf of the Party against which such waiver is to be enforced. Any waiver granted by a Party shall be effective only in the specific instance and for the specific purpose for which it is given and no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

8.9           Entire Agreement. This Agreement (together with the exhibits, annexes, schedules and the other agreements, documents and instruments incorporated or referenced hereby or delivered in connection herewith) and the other Transaction Agreements constitute the full and entire agreement and understanding, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and supersedes and cancels all previous agreements and understandings between or among the Parties with respect to such subject matter.

8.10         Headings. Headings of the Articles and Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretive effect whatsoever.

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