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Capitalized terms used below but not defined herein have the meanings assigned to such terms in the Arrangement Agreement, dated as of July 21, 2026, by and among NOVAGOLD Resources Inc. ("NOVAGOLD"), NovaGold Corporation and Paulson Advisers LLC.
(i) Title of each class of securities to which transaction applies:
Common shares of NOVAGOLD, without par value ("NOVAGOLD Shares").
(ii) Aggregate number of securities to which transaction applies:
As of the close of business on September 4, 2026, the maximum number of NOVAGOLD Shares to which this transaction applies is estimated to be 476,220,959, which consists of (a) 438,815,994 issued and outstanding NOVAGOLD Shares; (b) 9,508,267 NOVAGOLD Shares underlying options to purchase NOVAGOLD Shares ("NOVAGOLD Options") that are outstanding or estimated to be issuable prior to the Effective Time, of which 8,153,267 are denominated in U.S. dollars and 1,355,000 are denominated in Canadian dollars; (c) 2,853,600 NOVAGOLD Shares underlying performance share units of NOVAGOLD ("NOVAGOLD PSUs") (assuming maximum performance) that are outstanding or estimated to be issuable prior to the Effective Time; (d) 339,973 NOVAGOLD Shares underlying deferred share units of NOVAGOLD ("NOVAGOLD DSUs") that are outstanding or estimated to be issuable prior to the Effective Time; and (e) 24,703,125 NOVAGOLD Shares estimated to be issuable prior to the Effective Time upon the exercise of warrants to purchase NOVAGOLD Shares ("NOVAGOLD Warrants").
(iii) Per unit price or other underlying value of transaction computed pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"): Solely for the purpose of calculating the filing fee pursuant to Exchange Act Rule 0-11(c), the underlying value of the transaction was calculated as the sum of:
(a) the product of 438,815,994 issued and outstanding NOVAGOLD Shares and $8.065, the average of the high and low prices per NOVAGOLD Share as of September 4, 2026, as quoted on the New York Stock Exchange American (the "Closing Price");
(b) the product of 2,853,600 NOVAGOLD Shares underlying NOVAGOLD PSUs (assuming maximum performance solely for purposes of calculating the filing fee) that are outstanding or estimated to be issuable prior to the Effective Time and the Closing Price;
(c) the product of 339,973 NOVAGOLD Shares underlying NOVAGOLD DSUs that are outstanding or estimated to be issuable prior to the Effective Time and the Closing Price;
(d) the product of 8,153,267 NOVAGOLD Shares underlying NOVAGOLD Options denominated in U.S. dollars that are outstanding or estimated to be issuable prior to the Effective Time and $5.41 (which is the weighted average exercise price of such NOVAGOLD Options);
(e) the product of 1,355,000 NOVAGOLD Shares underlying NOVAGOLD Options denominated in Canadian dollars that are outstanding or estimated to be issuable prior to the Effective Time and $5.23 ($C7.23) (which is the weighted average exercise price of such NOVAGOLD Options as converted to U.S. dollars based on an exchange rate of C$1.00 = $0.7225 as of September 4, 2026, as reported by the Bank of Canada); and
(f) the product of 24,703,125 NOVAGOLD Shares estimated to be issuable prior to the Effective Time upon the exercise of NOVAGOLD Warrants and $3.00 (which is the exercise price of such NOVAGOLD Warrants).
Pursuant to Exchange Act Rule 0-11(c) and Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the sum calculated in Note (iii) above by 0.0001381.
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