Exhibit 1.1

EXECUTION VERSION

UNDERWRITING AGREEMENT

February 5, 2026

NOVAGOLD RESOURCES INC.

201 South Main Street, Suite 400

Salt Lake City, UT 84111

Attention:    Gregory Lang, President and Chief Executive Officer

Dear Sir:

BMO Nesbitt Burns Inc. (“BMO”), RBC Dominion Securities Inc., and Scotia Capital Inc., as co-lead managers and joint bookrunners (collectively with BMO, the “Underwriters”), understand that NOVAGOLD RESOURCES INC. (the “Company”) proposes to issue and sell, and the Underwriters severally, and not jointly or jointly and severally, on the basis of the percentages set forth in Section 13 of this Agreement (as defined herein), agree to purchase, on a “bought deal” private placement basis, or arrange for Substituted Purchasers (as defined herein) in the Selling Jurisdictions (as defined herein) to purchase, from the Company, an aggregate of 30,000,000 common shares of the Company (the “Offered Securities”) at a price of US$10.00 per Offered Security (the “Issue Price”) for aggregate gross proceeds of US$300,000,000.

In addition, the Company agrees to grant to the Underwriters an option (the “Underwriters’ Option”) to purchase or arrange for Substituted Purchasers of up to an additional 4,500,000 Offered Securities at the Issue Price (the “Option Shares”), to raise additional gross proceeds of up to US$45,000,000. The Underwriters’ Option shall be exercisable, in whole or in part by the Underwriters in their sole discretion, at any time up to 48 hours before the Closing Date (as defined herein). Any Option Shares issued on exercise of the Underwriters’ Option shall be issued and sold on the same terms as the Offered Securities pursuant to this Agreement. References to “Offered Securities” herein shall include reference to the Option Shares unless otherwise stated and references to the “Offering” shall include the offer and sale of any Offered Securities pursuant to the Underwriters’ Option.

The Offered Securities will be issued and sold: (i) in each of the provinces of Canada pursuant to available exemptions from the prospectus requirements under NI 45-106; (ii) in the United States or to U.S. Purchasers (each as defined herein), and with respect to both thereto, only to persons who are Qualified Institutional Buyers (as defined herein) under the U.S. Securities Act (as defined herein) and pursuant to similar exemptions under applicable U.S. state securities laws; and (iii) in such other offshore jurisdictions outside of Canada and the United States as the Underwriters and the Company may agree, and pursuant to prospectus exemptions under Applicable Securities Laws in such Selling Jurisdictions.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall, at the Closing Time (as defined herein), pay to the Underwriters the Commission (as defined herein) in such amount and with such terms as set out in Section 12 hereof. The obligation of the Company to pay the Commission shall arise at the Closing Time and the Commission shall be fully earned by the Underwriters upon the completion of the Offering.

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as their agents to assist with the Offering in the Selling Jurisdictions and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

“affiliate” has the meaning ascribed to such concept in the Securities Act (British Columbia);

“Affiliates” means affiliates of the Underwriters;

“Agreement” means this underwriting agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby;

“Applicable Securities Laws” means, in respect of any person, collectively, the securities laws, regulations, rulings, rules, orders and prescribed forms in each of the Selling Jurisdictions, and published policy statements issued by a Securities Regulator, including Canadian Securities Laws, U.S. Securities Laws, the rules and policies of the Exchanges and of any other stock exchange, in each case, applicable to that person;

“Barrick” has the meaning ascribed thereto in Section 4.1(b);

“BMO” has the meaning ascribed thereto on page 1 of this Agreement;

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia are not open for business;

“Canadian Securities Laws” means collectively, all Applicable Securities Laws of each of the Selling Jurisdictions in Canada;

“Canadian Securities Regulators” means the applicable Securities Regulator in each of the provinces of Canada;

“Claims” has the meaning ascribed thereto in Section 9.1;

“Closing” means the completion of the sale of the Offered Securities as contemplated by this Agreement and the Subscription Agreements;

“Closing Date” means February 5, 2026 or such other date or dates as the Company and the Underwriters may agree;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Underwriters may determine;

“Commission” has the meaning ascribed thereto in Section 12.1;

“Common Shares” means the common shares in the capital of the Company;

“Company” has the meaning ascribed thereto on page 1 of this Agreement;

“Company Financial Information” means the audited annual consolidated financial statements of the Company for the years ended November 30, 2025 and 2024, including the notes thereto, together with the report of the auditors thereon;

“Distribution Period” means the period commencing on the date hereof and ending on the completion of the distribution of the Offered Securities by the Underwriters;

“Donlin Gold” means Donlin Gold LLC;

“Engagement Letter” means the engagement letter among BMO, on behalf of the Underwriters, and the Company dated January 23, 2026;

“Environmental Laws” has the meaning ascribed there in Section 5.1(ii);

“ERISA” has the meaning ascribed there in Section 5.1(jj);

“Exchanges” means, collectively, the TSX and NYSE American;

“Governmental Authority” means any (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

“Gross Proceeds” means the aggregate Issue Price paid by the Purchasers on the Closing Date;

“Hazardous Materials” has the meaning ascribed there in Section 5.1(ii);

“IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board that are applicable to the circumstances as of the date of determination, consistently applied;

“including” means including without limitation;

“Indemnified Parties” has the meanings ascribed thereto in Section 9.1;

“Indemnitor” has the meanings ascribed thereto in Section 9.1;

“Issue Price” has the meaning ascribed thereto on page 1 of this Agreement;

“Liens” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, hypothec, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right, demand or claim of any kind or nature whatsoever which affects ownership or possession of, or title to, any interest in, or right to use or occupy, property or assets;

“Losses” has the meaning ascribed thereto in Section 9.1;

“Material Adverse Effect” means any effect resulting from any change, event, fact, or occurrence that has or could reasonably be expected to be materially adverse to the business, affairs, capital, operations, financial condition, prospects, properties, permits, contractual arrangements or assets of the Company and the Subsidiaries on a consolidated basis;

“Material Contracts” has the meaning ascribed thereto in Section 5.1(y);

“Material Project” means the Donlin gold project as described in the Technical Reports and the Public Disclosure Documents;

"Material Property Agreements" has the meaning ascribed thereto in Section 5.1(z)(i);

“Material Subsidiaries” means, collectively, NOVAGOLD US Holdings Inc., NOVAGOLD Resources Alaska Inc., and, solely for the purposes of this Agreement, Donlin Gold, or any one of them;

“misrepresentation”, “material fact”, “material change”, “associate”, and “distribution” have the respective meanings ascribed thereto in the Securities Act (British Columbia);

“Money Laundering Laws” has the meaning ascribed thereto in Section 5.1(w);

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“NYSE American” means NYSE American LLC;

“Offered Securities” has the meaning ascribed thereto on page 1 of this Agreement;

“Offering” means the offering in the Selling Jurisdictions of the Offered Securities at the Issue Price, to be issued and sold by the Company pursuant to the Subscription Agreements, as applicable, and this Agreement;

“Option Shares” has the meaning ascribed thereto on page 1 of this Agreement;

“Permits” has the meaning ascribed thereto in Section 5.1(z)(iv);

“person” includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

“Property Rights” has the meaning ascribed thereto in Section 5.1(z)(i);

“Public Disclosure Documents” means all information contained in any news release, material change report (excluding any confidential material change report), financial statements, management’s discussion and analysis, management information circular or other document of the Company on SEDAR+ or EDGAR or which has been publicly filed by, or on behalf of, the Company pursuant to Applicable Securities Laws in Canada, the United States or otherwise by or on behalf of the Company;

“Purchasers” means the purchasers of Offered Securities in connection with the Offering, including, for greater certainty, the Underwriters and any Substituted Purchasers, as applicable;

“Qualified Institutional Buyer” means a “qualified institutional buyer” within the meaning of Rule 144A;

“Reporting Jurisdictions” means Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec, and Saskatchewan;

“Rule 144A” means Rule 144A as promulgated under the U.S. Securities Act;

“Sanctions”, “Sanctioned Persons”, and “Sanctioned Countries” have the meanings ascribed thereto in Section 5.1(x)(i);

“Sarbanes-Oxley Act” has the meaning ascribed thereto in Section 5.1(kk);

“Securities Regulator” means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction;

“Selling Jurisdictions” means, collectively: (i) all of the provinces of Canada; (ii) the United States; and (iii) such other offshore jurisdictions outside of Canada and the United States as the Underwriters and the Company may agree;

“S-K 1300” has the meaning ascribed thereto in Section 5.1(hh);

“Subscription Agreements” means the subscription agreements for the Offered Securities, in the forms agreed upon by the Company and the Underwriters, for the purchase and sale of the Offered Securities to the Purchasers thereof pursuant to the Offering as contemplated herein and shall include, for greater certainty, all schedules thereto;

“subsidiary” has the meaning ascribed thereto in the Business Corporations Act (British Columbia);

“Subsidiaries” means, collectively, the Material Subsidiaries, NOVAGOLD USA, Inc., and AGC Resources Inc.;

“Substituted Purchasers” has the meaning ascribed thereto in Section 2.1;

“Tax Act” means the Income Tax Act (Canada), any regulations promulgated thereunder, and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of this Agreement;

“Technical Reports” mean the report titled “NI 43-101 Technical Report on the Donlin Gold Project, Alaska, USA” with an effective date of November 30, 2025 and the report titled “S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA” with a report date of November 30, 2025;

“Termination Right” has the meaning ascribed thereto in Section 8;

“to the knowledge of the Company” means to the best knowledge of Gregory Lang, Peter Adamek, Richard Williams or Ben Machlis, after reasonable inquiry;

“Transaction Documents” means, collectively, this Agreement and the Subscription Agreements;

“Transfer Agent” means Computershare Investor Services Inc.;

“TSX” means the Toronto Stock Exchange;

“Underwriters” has the meaning ascribed thereto on page 1 of this Agreement;

“Underwriters’ Expenses” has the meaning ascribed thereto in Section 10.1;

“Underwriters’ Option” has the meaning ascribed thereto on page 1 of this Agreement;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Affiliates” has the meaning ascribed thereto in Section 2.2;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Person” has the meaning ascribed thereto in Rule 902(k) of Regulation S promulgated under the U.S. Securities Act;

“U.S. Purchaser” means (a) a Purchaser of the Offered Securities that is a U.S. Person or is in the United States, (b) any Purchaser purchasing Offered Securities for the account or benefit of any person in the United States or a U.S. Person, (c) any person that receives or received an offer to purchase Offered Securities while in the United States, and (d) any person that is in the United States at the time the Purchaser’s buy order was made;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

“U.S. Securities Laws” means applicable securities laws in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

General Matters

provided, however, this indemnity shall not be available to an Indemnified Party in respect of Losses incurred where a court of competent jurisdiction in a final judgment in a proceeding in which the Indemnified Party is named as a party, that has become non-appealable determines that the Indemnified Party has been grossly negligent or committed any fraudulent act or act of wilful misconduct and such Losses were directly caused by or resulted from such fraud, gross negligence or wilful misconduct of the Indemnified Party.

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number.

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If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

SCHEDULE "A"
COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “A” to the Underwriting Agreement dated as of February 5, 2026 between the Company and the Underwriters.

As used in this Schedule “A” and related appendices, capitalized terms used but not defined herein will have the meanings ascribed to them in the Underwriting Agreement to which this Schedule “A” is annexed and the following terms will have the meanings indicated:

“Affiliate” means “affiliate” as that term is defined in Rule 405 under the U.S. Securities Act;

“Directed Selling Efforts” has the meaning ascribed thereto in Rule 902(c) of Regulation S promulgated under the U.S. Securities Act;

“General Solicitation” and “General Advertising” mean “general solicitation” and “general advertising”, respectively, as those terms are used under Rule 502(c) of Regulation D promulgated under the U.S. Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“Offshore Transaction” means “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

“Qualified Institutional Buyer Letter” means Schedule A to the Subscription Agreement; and

“Regulation S” means Regulation S promulgated under the U.S. Securities Act.

Representations, Warranties and Covenants of the Underwriters

Each of the Underwriters (on its own behalf and on behalf of its U.S. Affiliate) acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter (on its own behalf and on behalf of its U.S. Affiliate) severally and not jointly represents, warrants, covenants and agrees to and with the Company that:

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants to the Underwriters and the U.S. Affiliates that:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS, OR (C) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (B) OR (C), THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided that the legend may be removed by delivery to the Company and the Company’s registrar and transfer agent of an opinion of counsel of recognized standing or other evidence of exemption in form and substance reasonably satisfactory to the Company that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

EXHIBIT “I” TO SCHEDULE “A”
UNDERWRITER CERTIFICATE

In connection with the private placement in the United States of Offered Securities of NOVAGOLD RESOURCES INC. (the “Company”) pursuant to the Underwriting Agreement dated February 5, 2026 among the Company and the Underwriters named therein (the “Underwriting Agreement”), each of the undersigned does hereby certify as follows:

Capitalized terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “A” thereto, unless otherwise defined herein.

[Signature page follows]

DATED this____ day of____________________ , 2026.

SCHEDULE "B"
OUTSTANDING CONVERTIBLE SECURITIES AND RIGHTS TO ACQUIRE SECURITIES OF THE COMPANY

[OMITTED PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K]

SCHEDULE "C"

LOCK-UP AGREEMENT

February 5, 2026

RBC Dominion Securities Inc.

Scotia Capital Inc.

(collectively, the “Underwriters”)

Re: NOVAGOLD RESOURCES INC. – Lock-up Agreement

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DATED as of the date first written above.

C-3