Exhibit 2.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BARRICK GOLD U.S. INC.

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BARRICK GOLD CORPORATION

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DONLIN GOLD HOLDINGS LLC

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PAULSON ADVANTAGE PLUS MASTER LTD.

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PAULSON PARTNERS LP

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NOVAGOLD RESOURCES ALASKA, INC.

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NOVAGOLD RESOURCES INC.

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April 22, 2025

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TABLE OF CONTENTS

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT made the 22nd day of April, 2025,

AMONG:

BARRICK GOLD U.S. INC., a corporation existing under the laws of the State of California

(hereinafter referred to as “Seller”);

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BARRICK GOLD CORPORATION, a corporation existing under the laws of the Province of British Columbia

(hereinafter referred to as “Seller Parent”);

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DONLIN GOLD HOLDINGS LLC, a limited liability company existing under the laws of the State of Delaware

(hereinafter referred to as “First Purchaser”);

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PAULSON ADVANTAGE PLUS MASTER LTD., a limited company existing under the laws of the Cayman Islands.

(hereinafter referred to as “Paulson Advantage”);

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PAULSON PARTNERS LP, a limited partnership existing under the laws of the State of Delaware.

(hereinafter referred to as “Paulson Partners”, together with

Paulson Advantage, the “First Parents”);

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NOVAGOLD RESOURCES ALASKA, INC., a corporation existing under the laws of the State of Alaska

(hereinafter referred to as “Second Purchaser”, together with First Purchaser, the “Purchasers”); (hereinafter referred to as “Second Parent”).

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NOVAGOLD RESOURCES INC., a corporation existing under the laws of the Province of British Columbia

WHEREAS, Seller holds 50% of all of the issued and outstanding membership interests of Donlin Gold LLC (the “Company”), a Delaware limited liability company;

WHEREAS the Company conducts mineral exploration and development and related activities at the Donlin Gold project in Alaska; and

WHEREAS Seller wishes to sell all of its membership interests in the Company to Purchasers, and Purchasers wish to purchase from Seller all of Seller’s membership interests of the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, THIS AGREEMENT WITNESSES THAT, in consideration of the respective covenants and agreements of the Parties (as defined below) herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Actual Knowledge” means that Marcelo Kim was aware or knew of the applicable circumstance, event or condition in question (“Subject Situation”) as of the Closing Date, provided that (i) Marcelo Kim will be deemed to be aware, or have knowledge, of the Subject Situation only if the Subject Situation is expressly disclosed (a) in a section of this Agreement, (b) in one or more sections of the Disclosure Schedule, (c) in writing by Second Purchaser, the Company or Seller, or any of their respective Affiliates or Representatives, to Marcelo Kim prior to April 16, 2025, or (d) in writing by Marcelo Kim to Second Purchaser, the Company or Seller, or any of their respective Affiliates or Representatives, and (ii) the only other acceptable evidence of such awareness or knowledge shall be a finding by a court in a proceeding complying with Section 1.4 of this Agreement that Marcelo Kim personally was aware of the Subject Situation as of the Closing Date;

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; “Agreed Efforts” means, in respect of a Party, dedicating the internal and external resources and expenditures that are objectively necessary in the circumstances to enable such Party to perform its obligations under this Agreement and to satisfy the conditions to Closing applicable to such Party; provided that such efforts will not be less than those dedicated by such Party in negotiating and executing this Agreement and the Ancillary Agreements;

“Ancillary Agreements” means the Transition Services Agreement, the Environmental Indemnity and Release and the Intellectual Property Licensing Agreement;

“Anti-Money Laundering Laws” means any Law that relates to the prohibition of money laundering, terrorist financing, anti-bribery, corruption or the financing of terrorism or other crimes, including the Criminal Code, the Foreign Corrupt Practices Act (United States), the Corruption of Foreign Public Officials Act (Canada), the USA PATRIOT ACT or any other similar anti-bribery or anti-corruption Law in the United States or Canada concerning or relating to bribery or corruption;

“Authorization” means, with respect to any Person, any Order, permit, approval, decree, consent, waiver, license, certificate, registration or similar authorization of any Governmental Body having jurisdiction over such Person;

“Backstop Agreement” means the backstop agreement dated as of the date hereof between Second Parent and the Second Purchaser Investors;

“Books and Records” means the Financial Records and all other books, records, files and papers of a Person, including drawings, engineering information, manuals and data, research and development records, mining, geological, metallurgical and environmental reports, lists of present and former suppliers and the minute books and equity ownership records of a Person, and all records, data and information stored electronically, digitally or on computer-related media;

“Business Day” means any day, other than a Saturday, Sunday or statutory holiday in the Province of British Columbia or the State of New York, on which commercial banks in Vancouver, British Columbia and New York, New York are open for business;

“Claim” means any investigation, litigation, action, suit, appeal, claim, application, Order, proceeding, complaint, grievance, arbitration, hearing, alternative dispute resolution process or other legal proceeding;

“Closing” means the closing of the transactions contemplated hereby;

“Closing Date” means (a) the later of (i) the date that is five (5) Business Days after the date on which the last of the conditions set forth in Sections 3.4 and 3.5 (excluding conditions that, by their terms, cannot be satisfied until the date of Closing, but subject to the satisfaction or waiver of those conditions as of the Closing) is satisfied or waived, and (ii) June 2, 2025, or (b) such other date as Seller and the Purchaser Parties may mutually agree in writing; provided, however, that the Closing Date shall occur no later than the Outside Date; “Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Company” has the meaning set out in the recital to this Agreement;

“Company Assets” means all assets owned by the Company, including the Properties;

“Company Interests” means all of the outstanding membership interests of the Company held by Seller free of all Encumbrances, except for Permitted Encumbrances. For avoidance of doubt, this represents, on a fully-diluted basis, 50% of the membership interest in the Company;

“Company Material Adverse Effect” means any event, change or effect that, when taken individually or together with all other adverse events, changes or effects, has, had or would be reasonably likely to have, a materially adverse effect on the business, affairs, capitalization, assets, liabilities, or condition (financial or otherwise) of the Company; provided, however, that any event, change or effect arising from or relating to:

are not Company Material Adverse Effects and are not to be taken into account in determining whether a Company Material Adverse Effect has occurred, provided that, in the case of (a), (d), (g), (i), (j), (k) and (l) above, such changes or developments do not disproportionately affect the Company;

“Confidential Information” has the meaning set out in Section 8.3(b);

“Contract” means any written agreement, indenture, contract, lease, deed of trust, license, option, instrument or other commitment;

“Deductible” has the meaning set out in Section 10.4(a);

“Direct Claim” has the meaning set out in Section 10.6(f);

“Disclosing Party” has the meaning set out in Section 8.3(b);

“Disclosure Schedule” means the Disclosure Schedule dated as of the Effective Date and delivered by Seller to the First Purchaser Parties;

“Effective Date” means the date of this Agreement;

“Encumbrance” means any pledge, lien (statutory or otherwise), charge, security interest, sublicense (in respect of real property), sublease (in respect of real property), title retention agreement, option, privilege, right of first refusal or first offer, royalty, interest in the production or profits from any asset, back-in rights, earn-in rights, mortgage, hypothec, right or restriction, or other similar interest or instrument charging, or creating a security interest in, or against, title, easement, servitude or right-of-way (registered or unregistered), whether contingent or absolute, which affects, by way of conflicting ownership interest or otherwise, the right, title or interest in any of the assets of a Person and any Contract, right or privilege (whether by law, Contract or otherwise) capable of becoming any of the foregoing;

“Environmental Indemnity and Release” means a duly executed irrevocable indemnity and release entered into by the Seller, Second Purchaser, Second Parent, and the Company in the form attached as Exhibit B;

“Environmental Laws” means all applicable Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of Hazardous Substances or activities in connection with, or for the protection of, human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, vegetation or endangered or threatened species), or (b) the use, generation, disposal, reclamation, remediation, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances; “Environmental Permits” means all permits authorized under Environmental Laws;

“Exploration and Lode Mining Lease” means that certain Restated Exploration and Lode Mining Lease effective May 1, 1995 between Calista Corporation and the Company, as amended by the Agreement to Amend Restated Exploration and Lode Mining Lease effective June 6, 2014;

“Financial Records” means all of the books of account, financial and accounting information and records, Tax returns and records, and other financial data and information of a Person, regardless of media;

“First Parents” has the meaning set out in the recitals to this Agreement, and are the direct or indirect holders of all of the equity interests of First Purchaser;

“First Purchaser” has the meaning set out in the recitals to this Agreement;

“First Purchaser Company Interests” has the meaning set out in Section 2.1;

“First Purchaser Fundamental Representations” means the representations and warranties of First Purchaser Parties set out in Section 6.1 (Organization and Qualification), Section 6.2 (Due Authorization and Enforceability), Section 6.6 (Brokers), and Section 6.7 (Sufficiency of Funds);

“First Purchaser Parties” means collectively, First Purchaser and First Parents;

“First Purchaser Purchase Price” has the meaning set out in Section 2.2(a);

“Governmental Body” means any domestic or foreign (a) federal, provincial, state, municipal, local or other government, (b) governmental or quasi-governmental authority of any nature, including any governmental ministry, agency, branch, department, court, commission, board, tribunal, bureau or instrumentality, (c) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory or Tax Authority or power of any nature, or (d) securities regulatory authority or stock exchange; but shall exclude any Alaskan Native Corporations established under the Alaska Native Claims Settlement Act;

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, that now or in the future may impair the natural environment, injure or damage property or plant or animal life, or harm or impair the health of any individual, and includes tailings, waste rock, hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law; “Indemnification Claim” has the meaning set out in Section 10.6(a);

“Indemnified Party” has the meaning set out in Section 10.4;

“Indemnifying Party” has the meaning set out in Section 10.4;

“Information” means all information (whether oral or in writing, transmitted or stored in computerized, electronic, disk or other form or medium) provided by a Party, its Affiliates or any of their respective Representatives, and all analyses, compilations, data, studies or other documents or records prepared by a Party, its Affiliates or any of their respective Representatives, to the extent containing or based upon any such provided information or derived from access provided by a Party, its Affiliates or any of their respective Representatives, and each item thereof, whether obtained before or after the Effective Date;

“Intellectual Property Licensing Agreement” means the Intellectual Property Licensing Agreement in the form attached as Exhibit D;

“Interim Period” means the period from the Effective Date until the earlier of the termination of this Agreement in accordance with its terms and the Closing;

“Irrevocable Direction” has the meaning set out in Section 1.3;

“Knowledge” has the meaning set out in Section 1.6;

“Laws” means, in respect of any Person, property, transaction or event, any and all applicable (a) federal, provincial, state, regional, territorial, municipal or local laws, constitutions, treaties, statutes, codes, ordinances, Orders, decrees, rules, and regulations, and (b) judgments, writs, injunctions, decisions, awards, subpoenas, and directives of any Governmental Body;

“Leased Real Property” means the real estate in which the Company has a leasehold or subleasehold interest;

“LLC Agreement” means the Limited Liability Company Agreement of the Company made and entered into as of December 1, 2007, as amended by Amendment No. 1 made and entered into as of January 13, 2010, as amended by Amendment No. 2 made and entered into as of July 15, 2010, and as amended by Amendment No. 3; made and entered into as of June 1, 2011;

“Losses” means, in respect of any matter, all claims, demands, losses, damages, liabilities, deficiencies, fines, costs and expenses (including all legal and other professional fees and disbursements, interest, assessments, penalties and amounts paid in settlement) and judgments arising as a consequence of such matter, in each case excluding incidental, indirect, consequential, special, exemplary, aggravated and punitive damages and lost profits; “Lyman Deed of Trust” means that certain Deed of Trust dated June 7, 1994, conveying the certain surface estate described therein in trust from Spencer W. Lyman and Carolyn Motherway Lyman, as Trustor, to Transalaska Title Insurance Agency, Inc., as Trustee, and recorded as document number 1994-000194-0 in the Kuskokwim Recording District, as amended by that certain Amendment to Deed of Trust dated March 7, 1997, recorded as document number 2009-000164-0 in the Kuskokwim Recording Distract, as further amended by that certain Amendment to Deed of Trust dated June 8, 2000, recorded as document number 2000-000171-0 in the Kuskokwim Recording District;

“Material Contracts” has the meaning set out in Section 5.10;

“Note” means the amended and restated secured promissory note made as of December 1, 2007 whereby the Second Purchaser is indebted to the Seller in the amount of $157,182,926 as of April 22, 2025, including principal and accrued interest, which shall be replaced by the Second Amended and Restated Note on Closing;

“Note Deed of Trust” means that certain Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases and Proceeds, given by Second Purchaser to Fidelity Title Agency of Alaska, for the benefit of Seller (formerly Placer Dome U.S. Inc.), dated December 1, 2007, and recorded in the Kuskokwim Recording District on December 5, 2007, as Documents Numbered 2007-001297-0, 2007-001298-0, 2007-001299-0, and 2007-001300-0, as amended by that certain First Amendment to Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases and Proceeds, recorded in the Kuskokwim Recording District on April 6, 2009, as Documents Numbered 2009-000067-0, 2009-000068-0, 2009-000069-0, 2009-000070-0, and 2009-000071-0;

“Obligated Party” has the meaning set out in Section 11.2(b)(i);

“Order” means any order, executive order, injunction, judgment, administrative complaint, decree, ruling, award, assessment, direction, instruction, penalty or sanction issued, filed or imposed by any Governmental Body or arbitrator;

“Ordinary Course” means any transaction that constitutes an ordinary day-to-day business activity of a Person in accordance with, and materially consistent with, its past business practices;

“Outside Date” means one hundred eighty (180) Business Days from the Effective Date;

“Parties” means each of Seller, Seller Parent, First Purchaser, Paulson Advantage, Paulson Partners, Second Purchaser and Second Parent, or any respective successor or permitted assign of any such Person at an applicable time, and, except for the purposes of Section 8.3, “Party” means any one of them; “Paulson Advantage” has the meaning set out in the recitals to this Agreement, and is a direct holder of the equity interests of First Purchaser;

“Paulson Partners” has the meaning set out in the recitals to this Agreement, and is a direct holder of the equity interests of First Purchaser;

“Permit” means any licence, lease, grant, concession, permit, patent, franchise, approval, certificate, consent, ratification, permission, confirmation, endorsement, waiver, certification, registration, transfer, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law;

“Permitted Encumbrances” means:

Notwithstanding anything to the contrary, the (i) Note Deed of Trust and any Encumbrances on the Company or the Properties created in connection with the Note and (ii) the Lyman Deed of Trust are not Permitted Encumbrances;

“Person” means any individual, corporation, legal person, partnership, firm, joint venture, syndicate, association, trust, trustee, limited liability company, unincorporated organization, trust company, Governmental Body or any other form of entity or organization;

“Pre-Closing Taxes” has the meaning set out in Section 9.2(b);

“Pro Rata Share” means, with respect to First Purchaser, 80%, and with respect to Second Purchaser, 20%, unless First Purchaser acquires the Second Purchaser Company Interests in accordance with Section 2.2(a), then with respect to First Purchaser, 100%, and with respect to Second Purchaser, 0%;

“Properties” means, collectively, the State Mining Claims, the Leased Real Property, and all other interests in real property held by the Company for purposes of or in any way connected with the Donlin Gold project in Alaska;

“Property Agreements” means, collectively, (i) the Exploration and Lode Mining Lease, (ii) the Surface Use Agreement, and (iii) the Surface Lease and Assignment of Mining Lease effective May 9, 2012 among the Company, Lyman Resources in Alaska, Inc., Spencer W. Lyman and Carolyn Motherway Lyman;

“Purchase Price” has the meaning set out in Section 2.2(a);

“Purchaser Fundamental Representations and Warranties” means: (a) the First Purchaser Fundamental Representations; and (b) the Second Purchaser Fundamental Representations;

“Purchaser Parties” means, collectively, First Purchaser Parties and Second Purchaser Parties;

“Purchaser Taxes” has the meaning set out in Section 9.2(c); “Purchasers” means, collectively, First Purchaser and Second Purchaser;

“Receiving Party” has the meaning set out in Section 8.3(b);

“Reclamation Bonds” has the meaning set out in Section 5.13;

“Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, exposure, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Substance in the indoor or outdoor environment, including the movement of any Hazardous Substance through or in the air, soil, surface water, ground water or property;

“Representative” means, with respect to any Person, such Person’s Affiliates, and its and their respective officers, directors, managers, employees, agents, representatives and financing sources (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by, or acting on behalf of, such Person or its Affiliates);

“Royalty” means, in respect of any part of the Properties, any royalty, streaming interest, profit interest or other agreement providing for the payment of consideration measured, qualified or calculated based on, in whole or in part, any minerals produced, mined, recovered or extracted from such part of the Properties;

“Sanctions” means any sanction, regulation, statute, official embargo measure or any “Specially Designated Nationals” or “Blocked Persons” lists or any equivalent lists maintained and imposed by the United Nations, the European Union, His Majesty’s Treasury in the United Kingdom, the United States Department of Treasury’s office of Foreign Assets Control, the Government of Canada, the Commonwealth of Australia or any other Governmental Body;

“Second Amended and Restated Note” means the second amended and restated secured promissory note whereby the Second Purchaser will be indebted to the Seller in the amount of $157,182,926 as of April 22, 2025, including principal and accrued interest, which shall be in the form agreed between Second Purchaser and Seller on the date hereof and delivered on Closing as a replacement for the Note;

“Second Parent” has the meaning set out in the recitals to this Agreement, and is the direct or indirect holder of all of the equity interests of Second Purchaser;

“Second Purchaser” has the meaning set out in the recitals to this Agreement;

“Second Purchaser Company Interests” has the meaning set out in Section 2.1;

“Second Purchaser Fundamental Representations” means the representations and warranties of the Second Purchaser Parties set out in Section 7.1 (Organization and Qualification), Section 7.2 (Due Authorization and Enforceability), Section 7.6 (Brokers) and Section 7.7 (Sufficiency of Funds); “Second Purchaser Investors” means Paulson Advantage, Paulson Partners, Electrum Strategic Resources L.P., and Kopernik Global Investors, LLC;

“Second Purchaser Parties” means collectively, Second Purchaser and Second Parent;

“Second Purchaser Purchase Price” has the meaning set out in Section 2.2(a);

“Seller” has the meaning set out in the preamble to this Agreement;

“Seller Fundamental Representations and Warranties” means: (a) the representations and warranties of the Seller set out in Section 4.1 (Organization and Authority of Seller; Enforceability), Section 4.4 (Ownership of Membership Interests), Section 4.5 (Brokers); and (b) for the First Purchaser only, Section 5.1 (Organization and Qualification of the Company) and Section 5.3 (Capitalization);

“Seller Parent” has the meaning set out in the preamble to this Agreement, and is the direct or indirect holder of all of the equity interests of Seller;

“Seller Responsible Tax Returns” means Form 1065, U.S. Return of Partnership Income (and associated Schedules K-1), Form 6900, Alaska Partnership Information Return and any Tax Return approved by the board pursuant to Section 2(a) of Exhibit C of the LLC Agreement and filed by the Seller following such approval;

“Seller Taxes” has the meaning set out in Section 9.2(b);

“State Mining Claims” means the Alaska State mining claims disclosed in Schedule 1.1(b);

“Straddle Period” has the meaning set out in Section 9.2(b);

“Surface Use Agreement” means that certain Revised and Restated Surface Use Agreement effective June 6, 2014 between The Kuskokwim Corporation and the Company;

“Tax Authority” means the United States Internal Revenue Service, the Canada Revenue Agency and any other national, state, local, provincial, territorial or other Governmental Body responsible for the administration, implementation, assessment, determination, enforcement, compliance, collection or other imposition of any Taxes;

“Tax Notice” has the meaning set out in Section 9.2(f)(i);

“Tax Returns” means any and all returns, declarations, reports, information returns, claims for refund, rebates, credits, elections, designations, filings or statements or other documents relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

“Tax Statement” has the meaning set out in Section 9.2(a); “Tax Statement Methodology” has the meaning set out in Section 9.2(a);

“Taxes” means any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind imposed by any Tax Authority, including all interest, penalties, fines or additions to tax imposed by any Governmental Body in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, net proceeds, severance, mineral, business, commerce, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and Social Security and Medicare taxes;

“Terminating Party” has the meaning set out in Section 11.2(b);

“Transfer Taxes” has the meaning set out in Section 9.2(g);

“Transition Services Agreement” means the transition services agreement to be entered into between the Seller and the Company in the form attached as Exhibit A;

“Treasury Regulations” means the U.S. Tax regulations issued under the Code;

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

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

Except as may be otherwise specifically provided in this Agreement, and unless the context otherwise requires, in this Agreement:

This Agreement and the Ancillary Agreements, together with, in the case of Seller and the Second Purchaser Parties only, the Second Amended and Restated Note and irrevocable direction (in the form agreed amongst the parties thereto as of the date hereof) to be delivered in connection therewith on Closing (the “Irrevocable Direction”), constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, including that certain (i) Confidentiality Agreement dated February 11, 2025 between Paulson & Co. Inc. and Second Parent, (ii) the letter agreement dated February 20, 2025 among Seller Parent, Paulson & Co. Inc., and Second Parent, and (iii) Confidentiality Agreement dated May 8, 2024 between Seller Parent and Second Parent; provided that nothing in this Section 1.3 will affect the ongoing applicability of Confidentiality Agreement dated March 24, 2025 between Paulson & Co. Inc. and Seller Parent. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral or otherwise, relating to the subject matter hereof, except as set out in this Agreement and the Ancillary Agreements. For the avoidance of doubt, the Second Amended and Restated Note and associated documents are agreements between Second Purchaser and Seller only, and nothing in this Agreement or in the Ancillary Agreements will be construed as in any way creating obligations on the part of the First Purchaser Parties in connection therewith except for their undertakings in the Irrevocable Direction.

(a)         This Agreement and all disputes and proceedings between or among any of the Parties shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule, whether of the State of New York or any other jurisdiction, that would cause the application of the Laws of any jurisdiction other than the State of New York.

(b)        Each of the Parties irrevocably and unconditionally agrees that under Section 5-1402 of the New York General Obligations Law and otherwise, with respect to all disputes, actions and proceedings arising out of or relating to this Agreement and the transactions contemplated thereby, and all disputes, actions and proceedings between and among any of the Parties, each Party (i) submits to the exclusive jurisdiction of the state and federal courts located in the State of New York, County of New York, and all such disputes, actions and proceedings shall be adjudicated in the foregoing courts, (ii) waives any objection that the Party might otherwise be entitled to assert to the jurisdiction of such courts, including defenses based upon lack of personal jurisdiction, and (iii) agrees not to assert that such courts are not a proper or convenient forum for the determination of any such action or proceeding.

(c)        EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE JURY TRIAL WAIVER CONTAINED IN THIS AGREEMENT IS INTENDED TO APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ANY AND ALL DISPUTES AND CONTROVERSIES THAT ARISE OUT OF OR IN ANY WAY RELATE TO ANY OR ALL OF THE MATTERS DESCRIBED IN THE PRECEDING SENTENCE, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS OF ANY KIND. THIS AGREEMENT MAY BE FILED WITH ANY COURT OF COMPETENT JURISDICTION AS A PARTY’S WRITTEN CONSENT TO SUCH PARTY’S WAIVER OF A JURY TRIAL.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other 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 a manner materially adverse to a Party. Upon any 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. Under no circumstance will any Party to this Agreement be asked or required to take any illegal action.

References in this Agreement to “Knowledge” with respect to the Seller means the actual knowledge of Christine Keener, Kevin Annett and Tricia Evans after making reasonable inquiry of the appropriate officers and key employees of the Company and Seller to inform themselves as to the relevant matters, but in each case, without any requirement to make any inquiries of third parties or Governmental Bodies or to perform any search of any public registry office or system.

(a)               The Disclosure Schedule forms an integral part of this Agreement for all purposes of this Agreement. The purpose of the Disclosure Schedule is to set out the qualifications, exceptions and other information called for in this Agreement. Each disclosure in the Disclosure Schedule is sufficiently specific so as to permit the First Purchaser Parties to understand the nature and scope of such disclosure. The Parties acknowledge and agree that the Disclosure Schedule, and the information and disclosures contained in the Disclosure Schedule shall not be construed as:

(b)             Any disclosure made in any particular section of the Disclosure Schedule that expressly states that it is an exception to one or more specified representations in the accompanying Section of the Agreement shall constitute an exception to the representations and warranties contained in such Section. The First Purchaser Parties acknowledges that the Seller shall not have any liability to the First Purchaser Parties for a breach of representations and warranties under this Agreement to the extent that First Purchaser Parties had Actual Knowledge of such breach.

(c)               The Disclosure Schedule itself is confidential information and may not be disclosed unless: (i) it is required to be disclosed pursuant to Law or any Order, unless such Law or Order permits the Parties to refrain from disclosing the information for confidentiality or other purposes, or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

Parties acknowledge and agree that no Party shall have any right of abatement, reduction, setoff or deduction with respect to any amounts payable under this Agreement in each case except as otherwise expressly provided for in this Agreement.

The following Exhibits are attached to and form part of this Agreement:

ARTICLE 2 PURCHASE AND SALE

(a)               Subject to the terms and conditions of this Agreement, including Section 2.1(d), on the Closing Date, Seller shall sell, assign and transfer to First Purchaser, and First Purchaser shall purchase from Seller, eighty percent (80%) of Seller’s Company Interests (“First Purchaser Company Interests”), free and clear of all Encumbrances, except for Permitted Encumbrances.

(b)               Subject to the terms and conditions of this Agreement, including Section 2.1(d), on the Closing Date, Seller shall sell, assign and transfer to Second Purchaser, and Second Purchaser shall purchase from Seller, twenty percent (20%) of Seller’s Company Interests (“Second Purchaser Company Interests”), free and clear of all Encumbrances, except for Permitted Encumbrances.

(c)               The aggregate of the First Purchaser Company Interests and the Second Purchaser Company Interests shall constitute all of Seller’s Company Interests.

(d)           If, on the Closing Date, the Second Purchaser fails to deliver the Second Purchaser Purchase Price in immediately available funds, together with the other closing deliverables required to be delivered by it pursuant to Section 3.3, Seller shall sell, assign and transfer to First Purchaser, and First Purchaser shall purchase from Seller the Second Purchaser Company Interests, free and clear of all Encumbrances, except for Permitted Encumbrances on the terms and conditions contained in this Agreement. For the avoidance of doubt, the obligation of the First Purchaser to purchase the Second Purchaser Company Interests pursuant to this Section 2.1(d) shall be in addition to, and without derogation from, the obligation of the First Purchaser pursuant to Section 2.1(a). For further clarity, and without in any way restricting the rights of Seller at law or in equity, the Purchaser Parties acknowledge and agree that Seller shall never be required to sell less than all of Seller’s Company Interests pursuant to this Agreement, and if the Purchasers fail (or subject to the provisions of this Section 2.1(d), the First Purchaser fails) to deliver the entire Purchase Price in immediately available funds on the Closing Date, Seller shall have no obligation to complete any of the transactions contemplated by this Agreement.

(a)                Subject to adjustment in accordance with Section 2.3, the aggregate purchase price for the Company Interests is US$1,000,000,000 in immediately available funds (the “Purchase Price”), which shall be payable by First Purchaser in the amount of US$800,000,000 (the “First Purchaser Purchase Price”) in exchange for the First Purchaser Company Interests, and by Second Purchaser in the amount of US$200,000,000 (the “Second Purchaser Purchase Price”) in exchange for the Second Purchaser Company Interests; provided that if the Second Purchaser fails to deliver the Second Purchaser Purchase Price in exchange for the Second Purchaser Company Interests on Closing as required by the terms hereof, and First Purchaser is required to purchase the Second Purchaser Company Interests pursuant to Section 2.1(d), First Purchaser shall purchase all of the Company Interests for the aggregate Purchase Price, which for certainty includes the Second Purchaser Company Interests in exchange for the Second Purchaser Purchase Price and the Second Purchaser will receive none of the Company Interests and Second Purchaser will be deemed to have waived any rights it may have in respect of the acquisition of the Company Interests. In these circumstances, the First Purchaser’s Pro Rata Share shall be deemed to be 100% for all purposes of this Agreement.

(b)               The aggregate Purchase Price shall be satisfied at the Closing by the payment by the First Purchaser and, if applicable, the Second Purchaser by wire transfer of immediately available funds to an account designated by Seller to the Purchasers, in writing, at least two Business Days prior to the Closing Date.

(a)                No later than two Business Days prior to the Closing Date, Seller shall prepare and deliver (or cause to be delivered) to the Purchasers a statement setting forth the aggregate amount funded by Seller to the Company during the Interim Period (the “Adjustment Amount”) pursuant to cash calls made by the Company to the Seller. The statement of the Adjustment Amount shall be accompanied by copies of all relevant cash calls and evidence of the payment of such amounts by Seller to the Company that is satisfactory to the Purchasers, acting reasonably. Absent manifest error, the Adjustment Amount shall be final and binding on the Parties. To provide reasonable predictability for the potential Adjustment Amount, cash calls will remain within ten percent (10%) of the 2025 budgeted amounts, unless otherwise required in accordance with Section 9.10 of the LLC Agreement or consented to by the First Purchaser Parent.

(b)               On Closing, each Purchaser shall, pay to the Seller, together with their respective share of the Purchase Price, their Pro Rata Share of the Adjustment Amount by wire transfer of immediately available funds to the same account designated by Seller to the Purchasers in accordance with Section 2.2(b).

(c)                Any payment of the Adjustment Amount made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.

Notwithstanding any provision in this Agreement to the contrary, each Purchaser shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amount payable pursuant to this Agreement such Taxes that are required to be deducted and withheld from such amounts under the Code or any other applicable Law (as reasonably determined by such Purchaser); provided that, assuming Seller delivers a valid IRS Form W-9 and FIRPTA Certificate as described in Section 3.2(g), each Purchaser acknowledges and agrees that no deduction or withholding shall be required with respect to the payment of the Purchase Price or any other payment to Seller for Tax purposes. To the extent that any amounts are so deducted and withheld and timely remitted to the appropriate Tax Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller in respect of which such deductions and withholding were made.

If, and only if, First Purchaser purchases all of the Company Interests for the Purchase Price in accordance with Section 2.1(d), Second Purchaser Parties (i) shall not be considered in breach of this Agreement for not purchasing the Second Purchaser Company Interests at Closing, (ii) shall not be deemed to have made any representations and warranties under this Agreement, (iii) shall not be subject to, or entitled to, the indemnification provisions set forth in Article 10, (iv) shall fulfill their obligations with respect to pre-closing covenants set forth in Article 8 and post-closing covenants set forth in Article 9 to the extent that such obligations under such covenants relate to the Second Purchaser’s status as a current holder of membership interests of the Company, (v) shall fulfill the closing conditions set forth in Sections 3.3(f), 3.3(g), 3.3(h), 3.3(i), 3.3(j), 3.3(k), 3.3(l) and 3.3(m), and (vi) shall not otherwise (except as set forth in this subsection) be subject to any liabilities or obligations arising out of this Agreement, except for those in Section 12.6 (Expenses) and any liability or obligation under any Ancillary Agreement or the Second Amended and Restated Note and the irrevocable direction to be delivered in connection therewith on Closing. Notwithstanding the foregoing, the waiver in Section 12.9 remains in full force and effect.

ARTICLE 3 CLOSING

Subject to the terms and conditions hereof, the Closing, including the transfer of the Company Interests, shall occur on the Closing Date and be deemed to take effect as at 12:01am (Eastern Time) on the Closing Date, or such other time on the Closing Date as Seller and Purchasers may agree. The Closing shall take place electronically. Unless otherwise agreed, all closing transactions shall be deemed to have occurred simultaneously.

At the Closing, Seller shall deliver or cause to be delivered to the Purchaser Parties or, in the case of Section 3.2(i), shall deliver to the Second Purchaser:

At the Closing, each of the Purchaser Parties or, in the case of Section 3.2(f) and Section 3.2(j), the Second Purchaser, shall deliver or cause to be delivered, as applicable, to Seller:

The obligations of the Purchasers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of the Closing, of each of the following conditions, which are for the exclusive benefit of the Purchasers, and which may be waived in writing by the unanimous consent of all of the Purchasers; provided that Section 3.4(a) shall be for the exclusive benefit of the First Purchaser and may be waived in writing only by the First Purchaser and Section 3.4(b) shall be for the exclusive benefit of the Second Purchaser and may be waived in writing only by the Second Purchaser:

The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of the Closing, of each of the following conditions, which are for the exclusive benefit of, and may be waived, in whole or in part, in writing by, Seller:

(a)                Seller shall use Agreed Efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 3 which are for the benefit of Purchaser Parties, to the extent the same are within the control of Seller, and take, or cause to be taken, all other actions, and do, or cause to be done, all other things, necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using Agreed Efforts to obtain or cooperate with Purchaser Parties to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(b)               Purchaser Parties shall use Agreed Efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 3 which are for the benefit of Seller, to the extent the same are within the control of such Purchaser Parties, and take, or cause to be taken, all other actions, and do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using Agreed Efforts to obtain or cooperate with Seller and the Company to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(c)                Except as otherwise contemplated by this Agreement, each Party shall, at its own expense, cooperate as necessary or in such manner as the other Parties may reasonably request in the making of all necessary filings and applications required, including promptly providing such documentation (including reasonable and customary financial and other information), requested by any Governmental Body, subject to receiving reasonable confidentiality protections for such information, in order to obtain any consents (including those set out in Schedule 3.4(f)), and make any necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby. No information provided by the First Purchaser Parties to any Governmental Body will be shared with any other Party.

No Party may rely on the failure of any condition set out in Section 3.4 or 3.5, as applicable, to be satisfied as a basis for not effecting the Closing if such failure was caused by such Party’s failure to act in good faith or to use Agreed Efforts to consummate the transactions contemplated by this Agreement, as required by Section 3.6. For certainty, no Purchaser may rely on the other Purchaser’s failure to deliver its portion of the Purchase Price in accordance with Sections 3.3(b) and 3.3(c), as applicable, as a reason not to consummate the transactions contemplated by this Agreement or to terminate this Agreement in accordance with Section 11.1.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchasers, as follows, and acknowledges that Purchasers are relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of California. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Purchasers) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization or other applicable Laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) general principles of equity.

The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the articles of incorporation, by-laws or other organizational documents of Seller; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party; (d) subject to Section 12.9 of this Agreement, result in any violation, conflict with or constitute a default under the Company's organizational documents or the LLC Agreement; or (e) result in the creation or imposition of any Encumbrance on the Company Interests (except as disclosed in Schedule 4.2). Except as disclosed in Schedule 4.2 of the Disclosure Schedules, no consent, approval, waiver or authorization is required to be obtained by Seller from any person or entity (including any Governmental Body) in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby.

There is no Claim of any nature pending or, to Seller's Knowledge, threatened against or by Seller or any Affiliate of Seller (a) relating to or affecting the Company Interests; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no event has occurred or circumstances exist that may reasonably give rise to, or serve as a basis for, any such Claim.

(a)                Seller is the sole legal, beneficial, record and equitable owner of the Company Interests, free and clear of all Encumbrances, except for Permitted Encumbrances and as provided in the LLC Agreement.

(b)               The Company Interests were issued in compliance with applicable Laws. The Company Interests were not issued in violation of the organizational documents of the Company or any other agreement, arrangement or commitment to which Seller or the Company is a party and, other than pursuant to the LLC Agreement, are not subject to any preemptive or similar rights of any Person.

(c)                Other than the organizational documents of the Company and the LLC Agreement, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Company Interests.

No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller that would result in any liability to the Purchaser Parties or to the Company.

Seller is a United States person as defined under Section 7701(a)(30) of the Code and is not a foreign person as defined in Treasury Regulations Section 1.1446(f)-1(b)(4) or Section 1.1445-2.

Schedule 4.7 of the Disclosure Schedule sets forth the material administrative, accounting or technical services that Seller and its Affiliates provide to the Company.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

Seller represents and warrants to First Purchaser Parties, as follows, and acknowledge that First Purchaser Parties are relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

The Company is a limited liability company duly formed and validly existing under the laws of the State of Delaware and has all necessary limited liability company power, authority and capacity to own its assets and to carry on its business as presently conducted. The Company is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its assets are located or it conducts business. Neither the Company nor the Seller has made any elections under Treasury Regulations Section 301.7701-3 regarding the Tax treatment of the Company for U.S. federal income tax purposes at any point during the sixty (60) months prior to the Closing.

Except as disclosed in Schedule 5.2 of the Disclosure Schedule and subject to the receipt of all Authorizations, approvals and consents described in Schedule 3.4(f) of the Disclosure Schedule, the Company is not a party to, bound or affected by, or subject to any:

that would be violated in any respect, breached in any respect by, or under which default would occur or an Encumbrance (other than a Permitted Encumbrance) would, or with notice or the passage of time would, be created, or in respect of which the obligations of the Company will increase or the rights or entitlements of the Company will decrease, or any obligation on the part of the Company to give notice to any Governmental Body will arise, as a result of the execution and delivery of, or the performance of obligations under, this Agreement, except in the case of (a) or (c) above, as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of the Seller to complete the transactions contemplated by, or perform its obligations under, this Agreement.

At the Closing, the Company Interests will constitute 50% of the securities or membership interests in the capital of the Company, free and clear of any Encumbrances, except for Permitted Encumbrances. All of the Company Interests have been duly and validly issued and are outstanding as fully paid and non-assessable membership interests. Except as pursuant to the LLC Agreement, no options, warrants, rights of first refusal, pre-emptive rights, subscription rights or other rights to purchase the Company Interests, and no securities or obligations convertible into or exchangeable for the Company Interests, have been authorized or agreed to be issued or are outstanding.

The Company does not have any subsidiaries and does not own a legal or beneficial interest in any equity securities or debt of any other entity.

Other than the transactions contemplated in this Agreement and other than as disclosed in Schedule 5.5 of the Disclosure Schedule: (a) the Company has not carried on any business other than owning and maintaining the Properties, negotiating and entering into this Agreement and other agreements with respect to the Properties, and the transactions contemplated hereby, and such other agreements and activities necessarily incidental thereto, and (b) since December 31, 2021, there has not been any Company Material Adverse Effect or, to the Seller’s Knowledge, any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Company Material Adverse Effect.

Copies of the Company’s audited balance sheets as of November 30, 2024 and November 30, 2023, and the related statements of loss and comprehensive loss, equity, and cash flows for each of the three years in the period ended November 30, 2024 (collectively, the “Financial Statements”) have been made available to First Purchaser. The Financial Statements have been properly prepared from the Books and Records of the Company and present fairly in all material respects the financial condition and position of the Company as of the dates thereof and have been prepared in accordance with the Company’s sound and customary accounting practices applied on a consistent basis.

The Company does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for: (a) liabilities and obligations that are specifically presented on the balance sheet contained in the Financial Statements as of November 30, 2024; (b) liabilities and obligations incurred in the Ordinary Course since November 30, 2024; and (c) liabilities and obligations that would or will not, individually or in the aggregate, exceed $25,000.

Except as disclosed in Schedule 5.8 of the Disclosure Schedule:

(a)                there is no Claim in progress or pending or, to Seller’s Knowledge, threatened against or directly relating to the Company before any Governmental Body, and the Seller has no Knowledge of any existing ground on which any material Claim might be commenced with any reasonable likelihood of success; and

(b)               there is no Order against the Company which affects adversely, or might affect the Company’s operations as currently conducted.

(a) all Seller Responsible Tax Returns (including information returns) required to be filed on or before the Closing Date by the Company have been timely filed; (b) all such Seller Responsible Tax Returns are true, complete, and correct in all respects; (c) all Taxes due and owing by the Company (that if owing, should be shown on a Seller Responsible Tax Return, whether or not actually shown on such Seller Responsible Tax Return), have been timely paid; (d) all deficiencies asserted, or assessments made, against the Company as a result of any examinations by any Tax Authority have been fully paid; (e) there are no pending or threatened actions by any Tax Authority with respect to items reported on Seller Responsible Tax Returns (whether or not actually reported), (f) the Company is not required to make any disclosure with the IRS with respect to a “reportable transaction” pursuant to Treasury Regulations 1.6011-4(b), and (g) the Company has not received a written claim or notice by any Tax Authority in a jurisdiction where they do not file Tax Returns that they are or may be required to file a Tax Return in such jurisdiction.

Except for Contracts described in Schedule 5.10 of the Disclosure Schedule (collectively, the “Material Contracts”), the Company is not a party to any: (i) leases or subleases of real property (whether as lessor or lessee); (ii) Contracts with consultants or independent contractors; (iii) Contracts or arrangements with the Company on one hand, and the Seller or any of its Affiliates, on the other hand, or (iv) Contracts other than those described in any other clause of this Section 5.10 that are material to the Company, or to the ownership, operation, closure, remediation or reclamation of the Properties. Seller has made available to the First Purchaser Parties true and correct copies of each of the Material Contracts, including all amendments or modifications thereof. Each of the Material Contracts is valid, in full force and effect, and enforceable in accordance with its terms against the parties thereto other than the Company. Except as disclosed in Schedule 5.10 there has not occurred any material default (without regard to lapse of time, the giving of notice, or the election of any Person other than the Company) by the Company nor, to the Knowledge of the Seller, has there occurred any material default (without regard to lapse of time, the giving of notice or the election of the Company) by any Person other than the Company under any of the Material Contracts.

All material Permits required for the Company to conduct its business as currently conducted have been obtained by it and are valid and in full force and effect, other than expired Permits which have been replaced or which are no longer required for the conduct of the Company’s business as currently conducted. No condition exists that, with notice or lapse of time or both, would constitute a material default under any such Permit or any continuing obligation under any expired Permit. None of the representations and warranties contained in Section 5.11 shall be deemed to relate to environmental matters (which are governed by Section 5.13) or Tax matters (which are governed by Section 5.9).

Except as disclosed in Schedule 5.12 of the Disclosure Schedule:

The Company is, and has been in compliance in all material respects with all Laws applicable to the Company or its assets, properties, businesses or operations, and no written notices have been received by Seller or the Company alleging a violation of any such Laws. There are no outstanding fines imposed on the Company by any Governmental Body, and no such fines by any Governmental Body are pending or threatened.

The Disclosure Schedule has been prepared by Seller to fairly disclose all material facts that qualify the representations and warranties of Seller in this Agreement and Seller has not intentionally omitted any fact necessary to make the statements contained herein or therein not misleading.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF FIRST PURCHASER PARTIES

First Purchaser Parties severally, but not jointly, represent and warrant to Seller as follows and acknowledge that Seller is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

First Purchaser is a limited liability company validly existing under the laws of the State of Delaware. Paulson Advantage is a limited company validly existing under the laws of the Cayman Island. Paulson Partners is a limited partnership validly existing under the laws of the State of Delaware. Each First Purchaser Party has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted. Each First Purchaser Party is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its assets are located or it conducts business.

Each First Purchaser Party has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each First Purchaser Party. This Agreement constitutes a valid and binding obligation of each First Purchaser Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization or other applicable Laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) general principles of equity.

No First Purchaser Party is a party to, bound or affected by, or subject to, any:

that would be violated in any material respect, breached in any material respect by, or under which default would occur or an Encumbrance would, or with notice or the passage of time would, be created, or in respect of which the obligations of any First Purchaser Party will materially increase or the rights or entitlements of any First Purchaser Party will materially decrease, or any obligation on the part of any First Purchaser Party to give notice to any Governmental Body will arise, as a result of the execution and delivery of, or the performance of obligations under, this Agreement.

No Order or Authorization of, or filing with, any Governmental Body is required on the part of any First Purchaser Party in connection with the execution and delivery of this Agreement or the performance of any First Purchaser Party’s obligations under this Agreement.

First Purchaser is acquiring the First Purchaser Company Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. First Purchaser acknowledges that the First Purchaser Company Interests are not registered under the U.S. Securities Act or any state securities laws, and that the First Purchaser Company Interests may not be transferred or sold except pursuant to the registration provisions of the U.S. Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. First Purchaser is able to bear the economic risk of holding the First Purchaser Company Interests for an indefinite period (including total loss of its investment) and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Agreement based upon arrangements made by or on behalf of First Purchaser Parties.

The First Purchaser Parties have delivered to Seller copies of brokerage statements from J.P. Morgan & Co. and UBS Securities LLC dated March 28, 2025 and April 1, 2025, respectively, as such statements were received by the First Purchaser Parties without alteration. As of the Closing Date, the First Purchaser Parties will have sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price for the Company Interests and Adjustment Amount in immediately available funds in order to consummate the transactions contemplated by this Agreement.

There are no actions, suits, claims, investigations or other legal proceedings pending or, to First Purchaser's knowledge, threatened against any First Purchaser Party that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(a)               No part of the funds used by the First Purchaser Parties to pay the Purchase Price has been or will be directly derived from, or related to, any activity that contravenes Laws, including Sanctions and Anti-Money Laundering Laws or any other similar applicable Law, to the extent applicable to the First Purchaser Parties. Neither First Purchaser Party nor, to their knowledge, any of their Affiliates, officers, directors, employees, agents or Representatives has taken, in connection with this Agreement, any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts, benefit or anything else of value, directly or indirectly, to any Person as consideration for or to improperly influence official action by that Person for the benefit of the First Purchaser Parties, or to otherwise secure an improper business advantage for the First Purchaser Parties.

(b)            The operations of the First Purchaser Parties have been conducted at all times in material compliance with applicable Sanctions and Anti-Money Laundering Laws. No actions, suits, claims, investigations or other legal proceedings involving the First Purchaser Parties with respect to the Sanctions or Anti- Money Laundering Laws are, to the knowledge of the First Purchaser, pending or threatened.

First Purchaser acknowledges that (i) none of Seller, the Company, nor any other Person on behalf of Seller or the Company has made any representation or warranty, expressed or implied, as to the Company or the First Purchaser Company Interests other than those representations and warranties expressly set forth in Article 4 and Article 5 of this Agreement (including the related portions of the Disclosure Schedules), (ii) in determining to enter into this Agreement, First Purchaser has not relied on any representation or warranty from Seller, the Company or any other Person on behalf of Seller or the Company, other than those representations and warranties expressly set forth in Article 4 and Article 5 of this Agreement (including the related portions of the Disclosure Schedules), and (iii) none of Seller, the Company or any other Person acting on behalf of Seller or the Company shall have any liability to First Purchaser or any other Person with respect to any projections, forecasts, estimates, plans, or budgets of future revenue, expenses, or expenditures, future results of operations, future cash flows, or the future financial condition of the Company or the future business, operations, or affairs of the Company, except as expressly set forth in Article 5 of this Agreement (including the related portions of the Disclosure Schedules).

ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF SECOND PURCHASER PARTIES

Second Purchaser Parties jointly and severally represent and warrant to Seller as follows and acknowledge that Seller is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

Second Purchaser is a corporation validly existing under the laws of the State of Alaska and Second Parent is a corporation validly existing under the laws of the Province of British Columbia, and each Second Purchaser Party has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted. Each Second Purchaser Party is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its assets are located or it conducts business.

Each Second Purchaser Party has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Second Purchaser Party. This Agreement constitutes a valid and binding obligation of each Second Purchaser Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization or other applicable Laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) general principles of equity.

No Second Purchaser Party is a party to, bound or affected by, or subject to, any:

that would be violated in any material respect, breached in any material respect by, or under which default would occur or an Encumbrance would, or with notice or the passage of time would, be created, or in respect of which the obligations of any Second Purchaser Party will materially increase or the rights or entitlements of any Second Purchaser Party will materially decrease, or any obligation on the part of any Second Purchaser Party to give notice to any Governmental Body will arise, as a result of the execution and delivery of, or the performance of obligations under, this Agreement.

No Order or Authorization of, or filing with, any Governmental Body is required on the part of any Second Purchaser Party in connection with the execution and delivery of this Agreement or the performance of any Second Purchaser Party’s obligations under this Agreement.

Second Purchaser is acquiring the Second Purchaser Company Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Second Purchaser acknowledges that the Second Purchaser Company Interests are not registered under the U.S. Securities Act or any state securities laws, and that the Second Purchaser Company Interests may not be transferred or sold except pursuant to the registration provisions of the U.S. Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Second Purchaser is able to bear the economic risk of holding the Second Purchaser Company Interests for an indefinite period (including total loss of its investment) and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Agreement based upon arrangements made by or on behalf of Second Purchaser Parties.

As of the Closing Date, the Second Purchaser Parties will have sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Second Purchaser Purchase Price for the Second Purchaser Company Interests together with its Pro Rata Share of the Adjustment Amount in immediately available funds in order to consummate the transactions contemplated by this Agreement.

(a)        The Second Purchaser Parties have delivered to Seller a true and complete copy of the executed Backstop Agreement which, for certainty, includes all related exhibits, schedules, annexes, and supplements attached thereto, pursuant to which the Second Purchaser Investors have agreed to provide, subject to the terms and conditions set forth therein, financing to the Second Purchaser Parties in the amounts set forth therein. As of the date hereof, the Backstop Agreement has not been amended or modified and the commitments contained in the Backstop Agreement have not been withdrawn, terminated or rescinded in any respect and, to the knowledge of the Second Purchaser Parties, no such amendment, modification, withdrawal, termination or rescission is contemplated. As of the date hereof, there are no side letters, arrangements, or other contracts or agreements to which the Second Purchaser Parties or any of their Affiliates is a party related to the financing under the Backstop Agreement.

(b)         As of the date hereof, the Backstop Agreement is (i) a valid and binding obligation of the Second Parent, (ii) enforceable in accordance with its terms against Second Parent and, to the knowledge of the Second Purchaser Parties, is a valid and binding obligation of each of the Second Purchaser Investors, enforceable in accordance with its terms against the Second Purchaser Investors, in each case, subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought, and (iii) in full force and effect. As of the date hereof, (x) there is no default or breach under the Backstop Agreement by the Second Parent or, to the knowledge of the Second Purchaser Parties, any Second Purchaser Investor, and (y) no event, condition or circumstance has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Second Parent or, to the knowledge of any Second Purchaser Parties, any Second Purchaser Investor under the Backstop Agreement. As of the date hereof, the Second Purchaser Parties have no knowledge of any facts, conditions or circumstances or any reason to believe that any facts, conditions or circumstances exist that would be reasonably likely to result in any of the conditions set forth in the Backstop Agreement not being satisfied or the funding contemplated in the Backstop Agreement not being made available on or prior to the Closing Date in accordance with the terms of thereof.

(c)           As of the date hereof, assuming the satisfaction or waiver of the conditions to the Second Purchaser’s obligation to consummate the transactions contemplated by this Agreement on the Closing Date, the Second Purchaser Parties have no reason to believe that the Second Parent will be unable to satisfy on a timely basis any term or condition of the Backstop Agreement required to be satisfied by it, that the conditions thereof within its control will not otherwise be satisfied or that the full amount of the financing under the Backstop Agreement will not be available on the Closing Date.

(d)         The aggregate net proceeds available to the Second Purchaser Parties pursuant to the Backstop Agreement, when funded in accordance with Backstop Agreement, on or prior to the Closing Date, as applicable, shall be an amount sufficient to enable the Second Purchaser to make payment of the Second Purchaser Purchase Price for the Second Purchaser Company Interests together with its Pro Rata Share of the Adjustment Amount in immediately available funds its share of the Purchase Price and any other amounts to be paid by it hereunder.

There are no actions, suits, claims, investigations or other legal proceedings pending or, to Second Purchaser’s knowledge, threatened against any Second Purchaser Party that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(a)           No part of the funds used by the Second Purchaser Parties to pay the Purchase Price has been or will be directly derived from, or related to, any activity that contravenes Laws, including Sanctions and Anti-Money Laundering Laws or any other similar applicable Law, to the extent applicable to the Second Purchaser Parties. Neither Second Purchaser Party nor, to their knowledge, any of their Affiliates, officers, directors, employees, agents or Representatives has taken, in connection with this Agreement, any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts, benefit or anything else of value, directly or indirectly, to any Person as consideration for or to improperly influence official action by that Person for the benefit of the Second Purchaser Parties, or to otherwise secure an improper business advantage for the Second Purchaser Parties.

(b)            The operations of the Second Purchaser Parties have been conducted at all times in compliance with applicable Sanctions and Anti-Money Laundering Laws. No actions, suits, claims, investigations or other legal proceedings involving the Second Purchaser Parties with respect to the Sanctions or Anti- Money Laundering Laws is pending or threatened.

Second Purchaser acknowledges that (i) none of Seller, the Company, nor any other Person on behalf of Seller or the Company has made any representation or warranty, expressed or implied, as to the Company or the Second Purchaser Company Interests other than those representations and warranties expressly set forth in Article 4 of this Agreement (including the related portions of the Disclosure Schedules), (ii) in determining to enter into this Agreement, Second Purchaser has not relied on any representation or warranty from Seller, the Company or any other Person on behalf of Seller or the Company other than those representations and warranties expressly set forth in Article 4 of this Agreement (including the related portions of the Disclosure Schedules), and (iii) none of Seller, the Company or any other Person acting on behalf of Seller or the Company shall have any liability to Second Purchaser or any other Person with respect to any projections, forecasts, estimates, plans, or budgets of future revenue, expenses, or expenditures, future results of operations, future cash flows, or the future financial condition of the Company or the future business, operations, or affairs of the Company.

ARTICLE 8 PRE-CLOSING COVENANTS

During the Interim Period, except as set forth in Schedule 8.1 of the Disclosure Schedule, or as consented to in writing by First Purchaser, or as required by applicable Laws or any Governmental Body, or as required in order to take reasonable commercial steps to respond to emergency-type occurrences involving life, health, personal safety, or the protection of assets and property, or to otherwise preserve the value and goodwill of the Company and its business, Seller and Second Purchaser Parties shall exercise the rights available to them under the LLC Agreement to cause the Company to conduct its business and the operations and affairs of the Company only in the Ordinary Course. Without limiting the generality of the foregoing, Seller and Second Purchaser Parties shall exercise the rights available to them under the LLC Agreement to cause the Company not to (a) enter into any transaction or refrain from doing any action which, if effected before the Effective Date, would constitute a material breach of any representation, warranty, covenant or other obligation hereunder of the Seller, (b) grant any Encumbrance on the Company Assets (other than Permitted Encumbrances), (c) assign any of the Properties or any interest or the underlying agreements with respect thereto, (d) enter into any new Material Contracts, or (e) fail to pay any material Taxes or any material amounts due to contractors, subcontractors, or materialmen with respect to the Properties when due and payable. Notwithstanding the foregoing, except as set forth in Schedule 8.1 of the Disclosure Schedule, neither Seller nor Second Purchaser nor any of their Affiliates will take or agree to take or refrain or agree to refrain from taking any action that would reasonably be expected to result in a diminution of value of the Company, the Company Interests or a Company Material Adverse Effect. During the Interim Period, except as set forth in Schedule 8.1 of the Disclosure Schedule, Seller and the Second Purchaser shall exercise the rights available to them under the LLC Agreement to cause the Company to not remove any assets, fixtures or equipment from the Properties other than in the Ordinary Course and consistent with past practice.

(a)                During the Interim Period, Seller and Second Purchaser shall exercise their respective rights available to them under the LLC Agreement to cause the Company to:

provided that (A) the Seller and Second Purchaser are not obliged to comply with this clause 8.2 to the extent that giving such access may pose a risk to the health and safety of any Person, would cause disruption to, or have an adverse effect on, the day to day operations of the Company or constitute a breach of any applicable Law or of the terms of any agreement to which any of the Company, the Seller or the Second Purchaser is a party and (B) the Seller and Second Purchaser are entitled to have a representative accompany the First Purchaser Party who is given the Access.

(b)               The First Purchaser Parties shall severally, but not jointly, indemnify and save harmless the Company, Seller and Second Purchaser and their respective Representatives from and against all Losses to the extent suffered or incurred by any of them as a result of, or arising directly or indirectly out of, or in connection with, its or First Purchaser’s chosen Representatives sent in connection with the Access (including, for certainty, any personal injury occurring in connection with such site visit), except for any Losses arising from the gross negligence or willful misconduct of the Company, Seller, Second Purchaser, or their respective Representatives. The indemnification obligations in this Section 8.2 shall survive and shall not merge on Closing.

(a)                For the purposes of this Section 8.3, Seller and Seller Parent shall be treated as a single Party, the First Purchaser Parties shall be treated as a single Party and the Second Purchaser Parties shall be treated as a single Party.

(b)               Each Party acknowledges having received Confidential Information belonging to the other Parties in the course of negotiating this Agreement. As used herein, the term “Confidential Information” includes any and all of the following Information of the Parties that has been, or may hereafter be, disclosed by any Party or its Representatives (collectively, a “Disclosing Party”) to the other Party or its Representatives (collectively, a “Receiving Party”) by any means, whether written, oral, electronic or visual:

Information is not, however, “Confidential Information” if it (w) was disclosed in any public securities or other regulatory filing made in accordance with applicable Law, (x) was known to the Receiving Party, prior to its disclosure to the Receiving Party by the Disclosing Party, from a source not known to the Receiving Party’s knowledge after due inquiry, to be under an obligation of confidentiality to the Disclosing Party, (y) is or becomes generally known otherwise than through breach of this Agreement, or (z) was independently developed by the Receiving Party without reliance on the Confidential Information of the Disclosing Party.

(c)           Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party, (ii) shall not be used for any reason or purpose other than to evaluate and consummate the transactions contemplated by this Agreement and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized Representative of the Disclosing Party. Each Party shall disclose the Confidential Information of the other Party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated by this Agreement and are informed by such Party of the confidentiality obligations of this Section 8.3. Each Party shall (x) enforce the terms of this Section 8.3 as to its respective Representatives, (y) take such action to the extent necessary to cause its Representatives to comply with the terms and conditions of this Section 8.3 and (z) be responsible and liable for any breach of this Section 8.3 by its Representatives.

(d)           Except as required by applicable Law or legal process (in compliance with Section 8.3(f)), Seller shall maintain as confidential any Confidential Information of Seller relating to the Company in accordance with Section 10.1(e) and Section 11.2(a)(i). Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller relating to the Company before the Closing in the Ordinary Course.

(e)      The Parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereby and, except (i) to its Representatives that need such information or (ii) as required by any applicable Law or the rules and regulations of or any listing agreement with any securities exchange, in which case the Party required to make the release or announcement in advance shall (to the extent practicable and permitted by applicable Law) allow the other Party reasonable time to comment on such release or announcement in advance of such issuance, no Party shall issue any such press release or make any such public announcement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the Parties may make internal announcements to their respective employees and stakeholders that are consistent with the Parties’ prior public disclosures regarding the transactions contemplated hereby; provided, further, that Parties agree to work in good faith to align on the appropriate approach with respect to advance communications with key stakeholders.

(f)          If any Party or any of its Representatives is required to disclose any Confidential Information of the other Party to comply with applicable Laws or by any Governmental Body having jurisdiction, such Party shall, as soon as reasonably practicable, unless prohibited by applicable Law, provide the other Party with written notice of such requirement so that the other Party may, at its own option and expense, seek an appropriate protective order or other remedy to prevent or restrict the disclosure of the Confidential Information. In the event such protective order or other remedy is not obtained, the Receiving Party will (to the extent practicable and permitted by applicable Law): (i) consult with the Disclosing Party in advance with respect to any disclosure; (ii) disclose only that portion of the Confidential Information that its legal counsel determines it is legally required to disclose; and (iii) exercise its reasonable commercial efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information.

(g)       Upon the written request (email being sufficient) of the Disclosing Party, the Receiving Party will (and will instruct its Representatives to), within thirty (30) days of such written notice: (a) destroy all copies of Confidential Information received by the Receiving Party or its Representatives as well as all work product, analysis, summaries, extracts and the like prepared by the Receiving Party or its Representatives to the extent that they incorporate the Disclosing Party’s Confidential Information; and (b) provide written certification by an authorized person of the Receiving Party of the destruction of such materials by the Receiving Party and its Representatives; provided, however, that neither the Receiving Party nor any of its Representatives shall be required to destroy or erase any Confidential Information that is contained in an archived computer system backup in accordance with its security and/or disaster recovery procedures or that is otherwise necessary to be retained in accordance with their respective policies and procedures implemented in order to comply with applicable law, regulation and professional standards; provided, further, that with respect to any retained Confidential Information, (i) the Receiving Party (and its Representatives) shall continue to be bound by the obligations of confidentiality with respect thereto in accordance with the terms hereof; and (ii) reasonable commercial efforts are made to delete the same in the ordinary course in accordance, as applicable, with the Receiving Party’s, its Affiliates’ or its Representatives’ normal practices with respect to the retention of electronic records and applicable law, regulation and professional standards.

(h)          The provisions of this Section 8.3 shall not merge on Closing and shall survive for 24 months following the first to occur of Closing and the termination of this Agreement in accordance with its terms.

Neither Seller nor Second Purchaser, nor any of their respective Representatives or the Company’s respective Representatives, shall, at any time from the Effective Date until the earlier of:

solicit, encourage, discuss, negotiate or entertain any proposals from, or provide financial, operating or any other non-public information to, any Person other than the Purchaser Parties and their respective Representatives with respect to the sale to or purchase by any Person other than the Purchasers of the Company Interests, any of the Company Assets (except in the Ordinary Course) or the business of the Company, in whole or in part, whether directly or indirectly, through a sale of assets, or a merger, amalgamation, consolidation or other similar transaction. Seller, Second Purchaser, the Company, and their respective Representatives shall immediately cease and terminate any existing discussions, conversations, negotiations and other communications with any Person with respect to any of the foregoing, and (i) Seller shall notify Purchasers regarding any contact between Seller, the Company or any of their respective Representatives and any other Person regarding any such offer, proposal or inquiry; and (ii) Second Purchaser shall notify First Purchaser regarding any contact between Second Purchaser, the Company or any of their respective Representatives and any other Person regarding any such offer, proposal or inquiry.

Prior to Closing, Seller and Second Purchaser shall promptly provide First Purchaser with written notice of the occurrence of any (i) Company Material Adverse Effect after the Effective Date or (ii) occurrence of any event(s) which individually or in the aggregate, including with the passage of time, is reasonably likely to become a Company Material Adverse Effect after the Effective Date.

On or before the Closing Date, Seller and Second Purchaser shall cause the Note Deed of Trust to be fully released and reconveyed, with confirmation of same recorded in the official records of the Kuskokwim Recording District and shall use reasonable commercial efforts to cause the Lyman Deed of Trust to be fully released and reconveyed.

Except as set forth in Schedule 5.10 of the Disclosure Schedule, all Contracts and arrangements with the Company on one hand, and the Seller or any of its Affiliates, on the other hand, shall be terminated immediately prior to the Closing, and Seller shall cause all intercompany balances between the Company, on the one hand, and Seller or any of its Affiliates, on the other hand, to be paid in full and settled as of the close of business on the Business Day immediately preceding the Closing Date.

On or before the Closing Date, Second Purchaser and Seller shall obtain and record in the Mt. McKinley Recording District and the Kuskokwim Recording District, (1) a memorandum of the Exploration and Lode Mining Lease, and (2) a memorandum of the Surface Use Agreement each of which (a) complies in all respects with A.S. 40.17.120 regarding a recorded memorandum of lease, and (b) is in form and substance reasonably acceptable to First Purchaser.

ARTICLE 9 POST-CLOSING COVENANTS

The Purchasers covenant to use reasonable care to preserve the Books and Records of the Company, and Seller covenants to preserve the Books and Records of the Company in its possession for a period of six years from the Closing Date, or for such longer period as is required by any applicable Law, and, upon prior written notice from Seller, will permit Seller and their Representatives reasonable access thereto during normal business hours, but no Party shall be responsible or liable to any other Party for or as result of any accidental loss or destruction or damage to any such Books and Records.

(a)                    During the Interim Period, the Second Purchaser Parties shall at all times maintain at least $30 million of unrestricted, unencumbered and readily available cash or term deposits for which the term will end on or before June 1, 2025 in the Second Purchaser Parties’ bank accounts to fund the Treasury Commitment (as defined in the Backstop Agreement). During the Interim Period, unless the Second Purchaser Parties obtain Alternative Financing (as defined in the Backstop Agreement), the Second Purchaser Parties shall exercise best efforts to obtain the proceeds contemplated by the Backstop Agreement, including: (i) maintaining the Backstop Agreement in effect; and (ii) taking, or causing the taking of, all steps or actions and doing, or causing to be done, all things necessary, proper or advisable to give effect to the terms of the Backstop Agreement.

(b)              During the Interim Period, Second Purchaser Parties shall inform Seller if it determines not to seek Alternative Financings (as defined in the Backstop Agreement) and instead determines proceed to Closing based on the Commitments (as defined in the Backstop Agreement). Without limiting the foregoing, the Second Purchaser Parties shall notify Seller, as promptly as practicable, of (i) any actual material breach or default by any party to the Backstop Agreement of which any Second Purchaser Party becomes aware, and (ii) the termination or material change to any Commitment pursuant to the Backstop Agreement or the withdrawal of any party therefrom, and (iii) any determination by a Second Purchaser Party that it will not be able to satisfy any of the obligations to, or otherwise be able to, obtain some or any portion of the Commitments contemplated by the Backstop Agreement in the manner or from the sources contemplated by the Backstop Agreement prior to the Closing Date.

(a)                Each First Parent, severally for itself and its downstream subsidiaries in proportion to its share of the First Purchaser’s portion of the Purchase Price, hereby unconditionally and irrevocably guarantees in favor of Seller, as a direct obligation, the full and timely performance, observance and payment by First Purchaser of each and every covenant, agreement, undertaking, representation, warranty, indemnity, liability and obligation contained in this Agreement, including the obligations of First Purchaser to pay the Purchase Price when required pursuant to Section 2.2. Each First Parent agrees that its obligations pursuant to this Section 9.4(a) are absolute, unconditional, irrevocable and continuing, are in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part and shall not in any way or to any extent be impaired or otherwise affected by (i) any amalgamation, merger or reorganization of First Purchaser, in which event the obligations of such First Parent pursuant to this Section 9.4(a) shall apply to the entity resulting therefrom; (ii) any amalgamation, merger or reorganization of such First Parent; (iii) any bankruptcy, insolvency, liquidation, reorganization, moratorium or similar event with respect to or affecting First Purchaser; (iv) any sale, lease or transfer of the assets of the First Purchaser Parties; (v) any change in the ownership of any shares in the capital of the First Purchaser Parties; or (vi) any other event or circumstance which would or might otherwise constitute a legal or equitable discharge of or defense available to any guarantor or surety. Seller may resort to or proceed against each First Parent for performance or payment of any guaranteed obligations hereunder whether or not Seller shall have proceeded against any other First Purchaser Party with respect to any of such obligations or shall have pursued any other remedy. Seller’s rights are cumulative and shall not be exhausted by the exercise of any of Seller’s rights hereunder or otherwise against any First Purchaser Party or by any successive actions until and unless all indebtedness and liability hereby guaranteed has been paid and First Purchaser’s obligations under this Agreement have been fully performed. The First Purchaser hereby waives diligence, notice of demand, notice of default and all other notices and demands of any kind, and consent to any and all extensions of time or indulgences which may be given to First Parents. Without releasing, discharging, limiting or otherwise affecting, in whole or in part, the liability of each First Parent under this Section 9.4(a), Seller may grant extensions of time or other indulgences, take and give up securities, abstain from taking, perfecting or reiterating securities, accept compositions, grant releases and discharges and otherwise deal with the First Purchaser as Seller may see fit. Notwithstanding the foregoing, if a First Parent has transferred or sold, through merger or otherwise, all of the equity interests in First Purchaser to a third party, such First Parent shall continue to be bound by the obligations under this guarantee unless: (a) the Person to whom or to which such equity interests in First Purchaser are so Transferred assumes in favor of Seller all of the obligations of such First Parent under this Section 9.4(a) in instruments in writing; and (b) the ultimate parent company of such transferee (i) assumes in favor of Seller, and agrees to guarantee, all of the obligations of the First Purchaser previously guaranteed by such First Parent under this Agreement on terms no less favourable to Seller than the terms of the guarantee in this Section 9.4(a), and (ii) has financial resources at least equivalent to those of First Parent; provided however that no transfer or sale of an interest in the First Purchaser shall be permitted prior to Closing. Such First Parent will give prompt written notice to Seller following any such transfer or sale, which notice shall include the identity of the transferee and confirmation that the transferee has assumed in favor of Seller all of the obligations of such First Parent as required under this Section 9.4(a). For the avoidance of doubt, Paulson Advantage shall not guarantee the direct or indirect obligations or liabilities of Paulson Partners, and Paulson Partners shall not guarantee the direct or indirect obligations or liabilities of Paulson Advantage.

(b)               The Second Parent hereby unconditionally and irrevocably guarantees in favor of Seller, as a direct obligation, the full and timely performance, observance and payment by Second Purchaser of each and every covenant, agreement, undertaking, representation, warranty, indemnity, liability and obligation contained in this Agreement, including the obligations of Second Purchaser to pay the Purchase Price when required pursuant to Section 2.2. Second Parent agrees that the obligations pursuant to this Section 9.4(b) are absolute, unconditional, irrevocable and continuing, are in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part and shall not in any way or to any extent be impaired or otherwise affected by (i) any amalgamation, merger or reorganization of Second Purchaser, in which event the obligations of Second Parent pursuant to this Section 9.4(b) shall apply to the entity resulting therefrom; (ii) any amalgamation, merger or reorganization of Second Parent; (iii) any bankruptcy, insolvency, liquidation, reorganization, moratorium or similar event with respect to or affecting Second Purchaser; (iv) any sale, lease or transfer of the assets of the Second Purchaser Parties; (v) any change in the ownership of any shares in the capital of the Second Purchaser Parties; or (vi) any other event or circumstance which would or might otherwise constitute a legal or equitable discharge of or defense available to any guarantor or surety. Seller may resort to or proceed against Second Parent for performance or payment of any guaranteed obligations hereunder whether or not Seller shall have proceeded against any other Second Purchaser Party with respect to any of such obligations or shall have pursued any other remedy. Seller’s rights are cumulative and shall not be exhausted by the exercise of any of Seller’s rights hereunder or otherwise against any Second Purchaser Party or by any successive actions until and unless all indebtedness and liability hereby guaranteed has been paid and Second Purchaser’s obligations under this Agreement have been fully performed. The Second Purchaser hereby waives diligence, notice of demand, notice of default and all other notices and demands of any kind, and consent to any and all extensions of time or indulgences which may be given to Second Parent. Without releasing, discharging, limiting or otherwise affecting, in whole or in part, the liability of Second Parent under this Section 9.4(b), Seller may grant extensions of time or other indulgences, take and give up securities, abstain from taking, perfecting or reiterating securities, accept compositions, grant releases and discharges and otherwise deal with the Second Purchaser as Seller may see fit. Notwithstanding the foregoing, if Second Parent has transferred or sold, through merger or otherwise, all of the equity interests of Second Purchaser to a third party, the Second Parent shall continue to be bound by the obligations under this guarantee unless: (a) the Person to whom or to which such equity interests in Second Purchaser are so Transferred assumes in favor of Seller all of the obligations of Second Parent under this Section 9.4(b) in instruments in writing; and (b) the ultimate parent company of such transferee (i) assumes in favor of Seller, and agrees to guarantee, all of the obligations of the Second Purchaser under this Agreement on terms no less favourable to Seller than the terms of the guarantee in this Section 9.4(b), and (ii) has financial resources at least equivalent to those of Second Parent; provided however that no transfer or sale of an interest in the Second Purchaser shall be permitted prior to Closing. The Second Parent will give prompt written notice to Seller following any such transfer or sale, which notice shall include the identity of the transferee and confirmation that the transferee has assumed in favor of Seller all of the obligations of Second Parent as required under this Section 9.4(b).

(c)                The Seller Parent hereby unconditionally and irrevocably guarantees in favor of the Purchasers, as a direct obligation, the full and timely performance, observance and payment by Seller of each and every covenant, agreement, undertaking, representation, warranty, indemnity, liability and obligation contained in this Agreement. Seller Parent agrees that the obligations pursuant to this Section 9.4(c) are absolute, unconditional, irrevocable and continuing, are in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part and shall not in any way or to any extent be impaired or otherwise affected by (i) any amalgamation, merger or reorganization of Seller, in which event the obligations of Seller Parent pursuant to this Section 9.4(c) shall apply to the entity resulting therefrom; (ii) any amalgamation, merger or reorganization of Seller Parent; (iii) any bankruptcy, insolvency, liquidation, reorganization, moratorium or similar event with respect to or affecting Seller, (iv) any sale, lease or transfer of the assets of Seller or Seller Parent; (v) any change in the ownership of any shares in the capital of Seller or Seller Parent; or (vi) any other event or circumstance which would or might otherwise constitute a legal or equitable discharge of or defense available to any guarantor or surety. The Purchasers may resort to or proceed against Seller Parent for performance or payment of any guaranteed obligations hereunder whether or not the Purchaser Parties shall have proceeded against Seller with respect to any of such obligations or shall have pursued any other remedy. The Purchaser Parties’ rights are cumulative and shall not be exhausted by the exercise of any of Purchasers’ rights hereunder or otherwise against the Seller or by any successive actions until and unless all indebtedness and liability hereby guaranteed has been paid and Seller’s obligations under this Agreement have been fully performed. The Seller hereby waives diligence, notice of demand, notice of default and all other notices and demands of any kind, and consents to any and all extensions of time or indulgences which may be given to Seller Parent. Without releasing, discharging, limiting or otherwise affecting, in whole or in part, the liability of Seller Parent under this Section 9.4(c), the Purchasers may grant extensions of time or other indulgences, take and give up securities, abstain from taking, perfecting or reiterating securities, accept compositions, grant releases and discharges and otherwise deal with Seller as the Purchasers may see fit.

ARTICLE 10 INDEMNIFICATION

The representations, warranties, covenants, and agreements contained in this Agreement and in any document delivered in connection herewith shall not merge and shall survive the Closing as follows:

Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period or for legal proceedings for fraud, gross negligence, intentional wrongdoing or criminal conduct shall not thereafter be barred by the expiration of such applicable survival period and such claims shall survive until finally resolved.

Subject to the other terms and conditions of this Article 10, Seller shall indemnify each Purchaser, its respective Affiliates, and each of their respective former, current and future officers, directors, employees, interest holders, agents and representatives (each a “Purchaser Indemnitee”, together the “Purchaser Indemnitees”) against, and shall hold the Purchaser Indemnitees harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Purchasers based upon, arising out of, with respect to or by reason of:

Subject to the other terms and conditions of this Article 10, each Purchaser shall indemnify Seller, its Affiliates, and each of their respective, former, current and future officers, directors, employees, interest holders, agents and representatives (each a “Seller Indemnitee”, together the “Seller Indemnitees”) against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:

The indemnification provided for in Section 10.2 and Section 10.3 shall be subject to the following limitations:

Once the Deductible has been exceeded, the Seller and Seller Parent shall only be required to pay or be liable for Losses in excess of the Deductible. For the avoidance of doubt, the Deductible does not apply to any indemnification under Section 10.2(c).

Once the Applicable Purchaser Deductible has been exceeded, the First Purchaser Parties and/or the Second Purchaser Parties, as applicable, shall only be required to pay or be liable for Losses in excess of the Applicable Purchaser Deductible. For the avoidance of doubt, the Applicable Purchaser Deductible does not apply to any indemnification under Section 10.3(b). For certainty, where First Purchaser has purchased the Second Purchaser Company Interests pursuant to Section 2.1(d), the First Purchaser’s Pro Rata Share of the Deductible is 100%.

For certainty, where First Purchaser has purchased the Second Purchaser Company Interests pursuant to Section 2.1(d), the First Purchaser’s Pro Rata Share of the Purchase Price is 100%.

(a)                The amount of any Loss pursuant to Section 10.2 or Section 10.3 shall be:

(b)               If any third party amounts or insurance proceeds are received by the Indemnified Party (or the Company) after receipt of any indemnification payment pursuant to this Article 10, each Purchaser Party or the Seller, as the case may be, shall promptly repay to the Indemnifying Party such portion of such indemnification payment equal to the amounts so recovered. Where an Indemnified Party is, or is likely to be, entitled to recover or be compensated or indemnified by another person, whether by way of any insurance policies or indemnity, contribution or other similar agreements, for any amount in respect of a Claim made by the Indemnified Party, the Indemnified Party shall notify the Indemnifying Party of such right or entitlement within a reasonable time period; provided that failure to do so will not impact any right to indemnification. The Indemnified Party shall use reasonable commercial efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. In no event shall Losses include, and no Indemnifying Party shall be liable to any Indemnified Party under this Article 10 for, any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. Purchaser Parties and Seller each shall use reasonable commercial efforts to mitigate Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to such Losses, and the costs of such mitigation will themselves be Losses.

Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article 10, the Indemnifying Party shall satisfy its obligations within five (5) Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds.

All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.

The First Purchaser Parties acknowledge that Seller shall not have any liability to the First Purchaser Parties for a breach of any representation or warranty of Seller or the Company to the extent that the First Purchaser Parties had Actual Knowledge of such breach or the circumstance, event or condition giving rise to such breach.

(a)                The Parties acknowledge and agree that following the Closing, the provisions of this Article 10 shall be their exclusive remedy for any and all non-equitable claims relating to the subject matter of this Agreement or any of the other documents to be delivered hereunder, except for claims arising from fraud, gross negligence, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement and claims for specific performance or other equitable remedies.

(b)                 The Parties acknowledge and agree that an award of monetary damages could be inadequate for any breach of this Agreement by any Party or its Representatives and any such breach could cause the non-breaching Party irreparable harm. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement and provided this Agreement shall not have been terminated pursuant to Section 11.1, the non-breaching Party shall also be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and specific performance.

(c)               For certainty, nothing in this Agreement shall restrict the First Purchaser or Second Purchaser from (i) making any claim against the other Purchaser for damages arising from the subject matter of, or breaches of the obligations under, this Agreement or any of the other documents to be delivered hereunder, (ii) seeking equitable relief against the other Purchaser arising from the Second Purchaser’s breach or threatened breach of this Agreement or (iii) otherwise exercising any rights it may have against the other Purchaser for breaching its obligations hereunder.

ARTICLE 11 TERMINATION

This Agreement may be terminated by notice in writing given at or prior to the Closing:

(a)                If this Agreement is terminated pursuant to Section 11.1:

(b)               If this Agreement is terminated by the Purchaser Parties, on the one hand, or Seller, on the other hand (in any case, the “Terminating Party”), pursuant to Section 11.1(b) or 11.1(c), except as otherwise provided in this Agreement:

(c)                Nothing in Section 11.2(b) shall relieve any Party from liability for any breach of, or default under, this Agreement, including where this Agreement is terminated due to a condition not being satisfied and such non-satisfaction is the result of a breach or default by any Seller or any Purchaser Party, as applicable, in which case Seller will retain all remedies against the Purchaser Parties, and vice versa, except as otherwise expressly provided in this Agreement to the contrary.

ARTICLE 12 MISCELLANEOUS

(a)                Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by email or similar means of recorded electronic communication, or sent by registered mail, charges prepaid, addressed as follows:

Barrick Gold of North America, Inc.
310 S. Main Street, Suite 1150
Salt Lake City, Utah 84101

Attention:      Michael McCarthy, General Counsel (North America)
Email:              USLegalNotices@barrick.com, mmccarthy@barrick.com

With copies (which shall not constitute notice) to:

Barrick Gold Corporation
Brookfield Place
TD Canada Trust Tower
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Canada M5J 2S1

Attention:    General Counsel
Email:            notices@barrick.com

and

Davies Ward Phillips and Vineberg LLP
155 Wellington Street West, Suite 4000
Toronto, Ontario, Canada M5V 3J7

Attention:  Melanie Shishler and Richard Fridman
Email:          mshishler@dwpv.com and rfridman@dwpv.com

Paulson & Co. Inc.

c/o Donlin Gold Holdings LLC
15 Exchange Place, Suite 802

Jersey City, NJ 07302

Attention: Michael Waldorf
Email: michael.waldorf@paulsonco.com

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

Kleinberg, Kaplan Wolff & Cohen, P.C.

500 Fifth Avenue, New York, New York 10110

Attention: Christopher P. Davis; Kelly Zelezen

Email: cdavis@kkwc.com; kzelezen@kkwc.com

NOVAGOLD RESOURCES INC.
201 South Main Street, Suite 400

Salt Lake City, Utah 84111

Attention: Ben Machlis; Tricia Pannier
Email: ben.machlis@novagold.com; tricia.pannier@novagold.com

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

Dorsey & Whitney LLP

701 Fifth Avenue, Seattle, Washington 98104

Attention: Kimberley R. Anderson

Email: Anderson.kimberley@dorsey.com

(b)               Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if, at the time of mailing or within three (3) Business Days thereafter, there is or occurs a labor dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

(c)                Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 12.1.

No amendment or waiver of any provision of this Agreement shall be binding on any Party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties which consent may not be unreasonably withheld, except with respect to the assignment or transfer by the First Parents, Second Parent or Seller Parent. Any assignment or transfer in violation of this Section 12.3 of the Agreement shall be null and void.

Except as provided by Sections 8.2, 10.2 and 10.3, this Agreement constitutes an agreement solely among the Parties, and is not intended to and will not confer any rights, remedies, obligations or liabilities, legal or equitable, including any right of employment, on any Person other than the Parties and their respective successors or permitted assigns, or otherwise constitute any Person a third party beneficiary under or by reason of this Agreement.

This Agreement shall enure to the benefit of, and shall be binding on and enforceable by and against, each Party and, where the context so permits, their respective successors, heirs, and permitted assigns.

Each Party shall pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the Ancillary Agreements, and the transactions contemplated herein and therein, whether or not the transactions contemplated by this Agreement are completed, including the fees and expenses of legal counsel, financial advisors, brokers, accountants and other professional advisors, and fees payable to any Governmental Bodies.

Each Party shall, at all times after the Closing Date and upon any reasonable request of any other Party, promptly do, execute and deliver, or cause to be done, executed and delivered, at the expense of the requesting Party, all further acts documents and things as may be required or necessary for the purposes of giving effect to this Agreement, including such other instruments of sale, transfer, conveyance, assignment, confirmation, certificates and other instruments as may be reasonably requested in order to more effectively assign, transfer and convey the Company Interests and to effectuate the transactions contemplated herein.

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered by DocuSign or other form of electronic transmission in any number of counterparts, with the same effect as if all Parties had signed and delivered the same document, and all counterparts shall together constitute one and the same original document; provided, however, that original documents shall be delivered as necessary to satisfy applicable recording or filing requirements.

(a)                The Second Purchaser hereby consents for all purposes to the transfer of the Company Interests to the Purchasers in the manner contemplated by this Agreement.

(b)               The Parties hereby agree and acknowledge that section 15.2 of the LLC Agreement (which, for certainty, includes Exhibit C thereto) shall not apply to the transfer of the Company Interests to the Purchasers contemplated by this Agreement.

(c)                The Second Purchaser hereby irrevocably waives its right of first refusal set forth in Section 15.3 of the LLC Agreement in connection with the transactions contemplated herein.

(d)               The Second Purchaser hereby irrevocably waives any default, breach or non-compliance with the LLC Agreement arising or resulting from, or as a consequence of, the transfer of the Company Interests to the Purchaser contemplated by this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the Effective Date.

BARRICK GOLD U.S. INC.

By: /s/ Michael McCarthy
Name: Michael McCarthy
Title: Director, Authorized Signatory

BARRICK GOLD CORPORATION

By: /s/ Kevin Thomson
Name: Kevin Thomson
Title: Senior Executive Vice-President, Strategic Matters

By: /s/ Christine Keener

Name: Christine Keener
Title: Chief Operating Officer, North America

DONLIN GOLD HOLDINGS LLC

By: /s/ Michael Waldorf
Name: Michael Waldorf
Title: Authorized Signatory

PAULSON ADVANTAGE PLUS MASTER LTD.

By: /s/ Michael Waldorf
Name: Michael Waldorf
Title: Authorized Signatory

PAULSON PARTNERS LP

By: /s/ Michael Waldorf
Name: Michael Waldorf
Title: Authorized Signatory

NOVAGOLD RESOURCES INC.

By: /s/ Peter Adamek
Name: Peter Adamek
Title: Vice President and Chief Financial Officer

NOVAGOLD RESOURCES ALASKA INC.

By: /s/ Peter Adamek
Name: Peter Adamek
Title: Vice President and Treasurer

EXHIBIT A TRANSITION SERVICES AGREEMENT

See attached.

EXHIBIT B ENVIRONMENTAL INDEMNITY AND RELEASE

See attached.

EXHIBIT C RESIGNATION AND MUTUAL RELEASE

See attached.

EXHIBIT D INTELLECTUAL PROPERTY LICENSING AGREEMENT

See attached.

Exhibit 4.1

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES OR SUCH OTHER EVIDENCE AS IS SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND SUCH STATE LAWS.

THESE WARRANTS MAY NOT BE EXERCISED UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE TO THE HOLDER.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 22, 2025.

THE SHARES UNDERLYING THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

NOVAGOLD RESOURCES INC.

COMMON SHARE PURCHASE WARRANT

Dated: April 22, 2025

THIS IS TO CERTIFY THAT, for value received,

[NAME]

[ADDRESS]

(the “Holder”) is the registered holder of [●] common share purchase warrants (the “Warrants”) of NOVAGOLD RESOURCES INC., a corporation organized and existing under the laws of the province of British Columbia, Canada (the “Company”). Each Warrant entitles the Holder to subscribe for and purchase, subject to the terms hereof including, without limitation, certain adjustment provisions, one common share (a “Share”) in the share capital of the Company until 4:00 p.m. (Vancouver time) on April 22, 2030 (the “Expiry Time”) for an exercise price of US$3.00 per Share (the “Exercise Price”) after which time the Warrants represented hereby will expire, all subject to adjustment as hereinafter provided. The Warrants are fully vested and are immediately exercisable by the Holder at any time and from time to time, commencing on the date hereof and prior to the Expiry Time.

The right to acquire Shares hereunder may only be exercised by the Holder within the time set forth above by:

(a)             duly completing, executing and delivering to the Company, either at the address set forth on the Exercise Form (or such other address as may be specified by the Company, in a written notice to the Holder for this purpose, from time to time) or by e-mail or e-mail attachment, the Exercise Form attached hereto as Appendix “A” (the “Exercise Form”); and

(b)             except in connection with a cashless exercise, within two (2) trading days (or, if shorter, the standard settlement period applicable to the issuance of the Shares), delivering payment of an amount in United States dollars equal to the applicable Exercise Price multiplied by the number of Shares as to which this Warrant Certificate is being exercised which payment may be made, at the option of the Holder, by delivery of a certified cheque or bank draft or by wire transfer of immediately available funds to the bank account designated in writing by the Company from time to time. For purposes of this Warrant Certificate, trading day means, a day on which the NYSE American (and if the Shares are not listed on the NYSE American LLC (“NYSE American”), the Toronto Stock Exchange (“TSX”), and if the Shares are not listed on the TSX, the over-the-counter market) is open for the transaction of business.

This Warrant Certificate may also be exercised, in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Shares computed using the following formula:

Where:

No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant Certificate to the Company until the Holder has purchased all of the Shares available hereunder and the Warrant Certificate has been exercised in full, in which case, the Holder shall surrender this Warrant Certificate to the Company for cancellation within three (3) trading days of the date on which the final Exercise Form is delivered to the Company. Partial exercises of this Warrant Certificate resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased (or, in the event of a cashless exercise, cancelled). The Holder and the Company shall maintain records showing the number of Shares purchased (or, in the event of a cashless exercise, cancelled) and the date of such purchases (or cancellations). The Company shall deliver any objection to any Exercise Form within one (1) trading day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant Certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. This Warrant Certificate will effectively be surrendered only upon personal delivery hereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Company at the address shown on the Exercise Form or such other address as may be specified by the Company, in a written notice to the Holder, from time to time.

[Notwithstanding the foregoing, the Company shall not effect any exercise of this Warrant Certificate, and a Holder shall not have the right to exercise any portion of this Warrant Certificate, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Form, the Holder (together with the Holder’s Affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Attribution Parties shall include the number of Shares issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of the Warrants beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Parties. For purposes of this paragraph, the determination of any “group” status shall be made, and the determination of beneficial ownership shall be calculated, in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant Certificate is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant Certificate is exercisable shall be in the sole discretion of the Holder, and the submission of the Exercise Form shall be deemed to be the Holder’s determination of whether this Warrant Certificate is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant Certificate is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this paragraph, in determining the number of outstanding Shares, a Holder may rely on the number of outstanding Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or Computershare Investor Services Inc., as the Company’s transfer agent, setting forth the number of Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day confirm orally and in writing to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant Certificate, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Shares was reported. The “Beneficial Ownership Limitation” shall be [19.99]% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of this Warrant Certificate. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant Certificate.]

Upon the exercise of all or any of the Warrants in the manner described above, the person or persons in whose name or names the Shares issuable upon exercise of the Warrants are to be issued will be deemed for all purposes to be the holder or holders of record of such Shares and the Company covenants that it will issue such Shares, free and clear of any taxes, liens or other restrictions (other than those arising under that certain backstop commitment agreement among the Company and certain investors, dated April 22, 2025 (the “Backstop Agreement”), under the Company’s organizational documents or required pursuant to applicable laws), and cause certificates or Direct Registration System (“DRS”) advices representing such Shares to be delivered or mailed to the person or persons at the address or addresses specified in the Exercise Form within five (5) Business Days of the surrender of this Warrant Certificate. The Company further covenants and agrees that, during the period within which the Warrants may be exercised, the Company will at all times have authorized and reserved a sufficient number of its Shares to provide for the exercise of the rights represented by this Warrant Certificate. For purposes of this Warrant Certificate, “Business Day” means any day (other than a Saturday, Sunday) or any other day on which commercial banks are required or authorized to close in the State of New York, the Province of British Columbia or the jurisdiction in which the address of the Company is located (as shown on the Exercise Form or such other address as may be specified by the Company, in a written notice to the Holder for purposes of the Exercise Form, from time to time).

The Holder of this Warrant Certificate may acquire any lesser number of Shares than the total number of Shares, free and clear of any taxes, liens or other restrictions (other than those arising under the Backstop Agreement, under the Company’s organizational documents or required pursuant to applicable laws), which may be acquired upon exercise of the Warrants represented by this Warrant Certificate. In such event, the Holder will be entitled to receive a new Warrant Certificate representing Warrants exercisable to acquire up to the balance of the Shares which may be acquired.

The Holder of this Warrant Certificate may, at any time prior to the Expiry Time, upon surrender of this Warrant Certificate to the Company, exchange this Warrant Certificate for other Warrant Certificates entitling the Holder to acquire, in the aggregate, the same number of Shares as may be acquired under this Warrant Certificate.

The Company shall deliver any such new Warrant Certificate to the Holder within five (5) Business Days of such surrender of this Warrant Certificate.

The holding of the Warrants evidenced by this Warrant Certificate will not constitute the Holder hereof a shareholder of the Company or entitle the Holder to any right or interest in respect thereof except as expressly provided for herein.

The Warrants and all rights hereunder are transferable by the Holder in accordance with applicable laws by surrender of this Warrant Certificate together with a Transfer Form in the form attached hereto as Appendix “B” at the office of the Company, 201 South Main Street, Suite 400 Salt Lake City, Utah USA 84111. The Company will use commercially reasonable efforts to facilitate the transfer process to ensure minimal delay and inconvenience to the Holder. Any Warrant Certificate issued to a transferee will bear such restrictive or other legends as may be required under applicable securities laws and applicable stock exchange rules.

The Company shall not be required to issue fractional Shares upon the exercise of the Warrants evidenced hereby. If any fractional interest in a Share would be deliverable upon the exercise of the Warrants evidenced hereby, the Company shall in lieu of delivering any certificate or DRS advice for such fractional interest, round such fractional interest down to the nearest whole Share.

From and after the date hereof, the Exercise Price and the number of Shares deliverable upon the exercise of the Warrants will be subject to adjustment as follows:

(any such event, a “Capital Reorganization”) and any such event results in an adjustment in the Exercise Price pursuant to paragraph (c), the number of Shares purchasable pursuant to the Warrants evidenced hereby will be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which will be the Exercise Price in effect immediately prior to such adjustment and the denominator of which will be the Exercise Price resulting from such adjustment.

Any Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed.

To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price will then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

and if such distribution does not constitute a Capital Reorganization or a Rights Offering (any such non-excluded event, a “Special Distribution”), the Exercise Price will be adjusted immediately after such record date so that it will equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (A) the numerator of which will be the amount by which (1) the amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date, exceeds (2) the aggregate fair market value (as determined by the external auditors of the Company, which determination will be conclusive, subject to the approval of the TSX and NYSE American, if applicable) to the holders of such Shares of such Special Distribution; and (B) the denominator of which will be the total number of Shares outstanding on such record date multiplied by such Current Market Price.

Any Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date in respect of a Special Distribution is fixed.

To the extent that any such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price will then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

For the purpose of any computation under this Warrant Certificate, the “Current Market Price” of the Shares at any date means the volume weighted average trading price per Share on the NYSE American for five (5) consecutive trading days prior to that date; provided, however, if the Shares are not listed on NYSE American, the volume weighted average trading price per Share traded through the facilities of such other stock exchange or over-the-counter market, as determined by the directors of the Company, acting in good faith, on which the Shares are listed or through which the Shares are quoted for five (5) consecutive trading days prior to that date; provided, further, if the Shares are not listed on NYSE American or any other stock exchange or over-the-counter market, then the Current Market Price shall be determined by the directors of the Company, acting in good faith and based on advice from a reputable independent financial advisor selected by the Company and acceptable to the Holder. The Company will be solely responsible for paying all fees and expenses of such financial advisor. The volume weighted average trading price per Share shall be determined by dividing the aggregate sale price of all Shares sold on such exchange or over-the-counter market, as the case may be, during the five (5) consecutive trading days by the total number of shares so sold.

These Warrants and the Shares deliverable upon exercise thereof have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States. These Warrants may not be exercised unless so registered or an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available to the holder.

The certificates or DRS advices representing any Shares issued pursuant to the exercise of the Warrants will have imprinted on them the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES OR SUCH OTHER EVIDENCE AS IS SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND SUCH STATE LAWS.”

The certificates or DRS advices representing any Shares issued pursuant to the exercise of the Warrants on or before August 22, 2025 will have imprinted on them the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 22, 2025.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

This Warrant Certificate will be governed and construed in accordance with the laws of the State of New York.

This Warrant Certificate will enure to the benefit of and will be binding upon the Holder and the Company and their respective successors and permitted assigns.

This Warrant Certificate may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

Time will be of the essence hereof.

[Remainder of page left intentionally blank.]

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

NOVAGOLD RESOURCES INC.

APPENDIX “A”

EXERCISE FORM

The undersigned holder of the attached Warrant Certificate hereby subscribes for ____________ common shares (the “Shares”) in the authorized share capital of NOVAGOLD RESOURCES INC. pursuant to the terms of the Warrant Certificate at the Exercise Price (as defined in the Warrant Certificate) on the terms specified in the Warrant Certificate and agrees to make payment therefor on the terms specified in the Warrant Certificate.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

It is understood that the Company may, acting in good faith, require reasonable evidence to verify the foregoing representations.

Payment shall take the form of (check applicable box):

The undersigned irrevocably hereby directs that Shares be issued and delivered as follows:

DATED this __ day of _____, ___.

WARRANT HOLDER:

Instructions:

The registered holder may exercise its right to receive Shares by completing this form and surrendering this form, the Warrant Certificate representing the Warrants being exercised, payment of the Exercise Price and any other evidence as specified above to the Company as set out above. Certificates or Direct Registration System advices representing such Shares will be delivered or mailed within five (5) Business Days after the exercise of the Warrants or payment of the Exercise Price in full, whichever is later.

APPENDIX “B”

TRANSFER FORM

FOR VALUE RECEIVED, the undersigned (the “Transferor”) hereby sells, assigns and transfers to:

as attorney to transfer said number of Warrants on the books of the Company with full power of substitution in the premises.

The undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

[_]    (A)         the transfer is being made only to the Company; or

[_]    (B)         the transfer is being made in accordance with a transaction that does not require registration under the U.S. Securities Act or applicable securities laws of any state of the United States and the undersigned has furnished to the Company an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to such effect.

[signature page follows]

DATED the __ day of ____, 20__.

Notes:

Exhibit 10.1

BACKSTOP AGREEMENT

This BACKSTOP AGREEMENT (this “Agreement”) is entered into on April 22, 2025, by and among NovaGold Resources Inc. (the “Company”), a corporation existing under the laws of the Province of British Columbia, and the undersigned investors (each an “Investor” and collectively the “Investors”). Capitalized terms used but not defined herein have the meaning ascribed to them in the MIPA (as defined below). References to “Parties” means any two or more of the Company and each of the Investors, or any respective successor or permitted assign of such person, and “Party” means any one of them.

WHEREAS, on April 22, 2025, the Company, together with its wholly-owned subsidiary, NovaGold Resources Alaska, Inc., an Alaska corporation (the “Subsidiary”, and together with the Company, the “Company Parties”), entered into that certain Membership Interest Purchase Agreement (as the same may be amended or supplemented from time to time, the “MIPA” and the transactions contemplated thereby, the “Transactions”) with Barrick Gold U.S. Inc., a California corporation (the “Seller”), Barrick Gold Corporation, a corporation existing under the laws of the Province of British Columbia (the “Seller Parent”), Donlin Gold Holdings LLC, a Delaware limited liability company (the “Paulson Purchaser”), Paulson Advantage Plus Master Ltd., a Cayman Islands limited company (“Paulson Advantage”) and Paulson Partners LP (“Paulson Partners”), a Delaware limited partnership (“Paulson Partners” and, together with the Paulson Purchaser and Paulson Advantage, the “Paulson Parties”);

WHEREAS, the Seller holds fifty percent (50%) of all of the issued and outstanding membership interests (the “Seller JV Interests”) of Donlin Gold LLC, a Delaware limited liability corporation (the “Joint Venture”);

WHEREAS, pursuant to the MIPA, the Subsidiary has agreed to purchase twenty percent (20%) of the Seller JV Interests, which represents a ten percent (10%) membership interest in the Joint Venture, for an aggregate purchase price of US$200,000,000 (the “Subsidiary Closing Obligation”);

WHEREAS, in order to fund the Subsidiary Closing Obligation, the Company may choose to raise capital by pursuing one or more Alternative Financings (as defined below); and

WHEREAS, to the extent that the Company, through one or more Alternative Financings, is unable to raise funds sufficient to allow the Subsidiary to fully fund the Subsidiary Closing Obligation, the Investors, severally, but not jointly, hereby make a commitment to subscribe for and purchase from the Company a number of common shares in the capital of the Company (the “Company Shares”) at a purchase price per Company Share of US$3.00 (the “Per Share Price”) sufficient to allow the Subsidiary to fully fund the Subsidiary Closing Obligation.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.              Commitment; Purchase of Subscribed Shares. On the terms and subject to the conditions set forth herein, and subject to the approval of the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange American (the “NYSE American”), each Investor hereby commits to purchase, at the Per Share Price, up to the cash commitment amount (in United States dollars) set forth below each such Investor’s name on the signature page hereto (as to each Investor, such Investor’s “Commitment”), with the aggregate Commitment across all Investors being One Hundred and Seventy Million Dollars (US$170,000,000). In consideration for the Investors’ provision of their respective Commitments, the Company hereby agrees to commit Thirty Million Dollars (US$30,000,000) of its capital to satisfy the aggregate amount of the Subsidiary Closing Obligation (“Treasury Commitment”). If, after the date hereof but before the Backstop Closing Date (as defined below), the Company consummates one or more Alternative Financings, then the first US$30,000,000 of capital raised in such Alternative Financings shall be used to fund the Company’s Treasury Commitment; thereafter, the aggregate Commitment of all Investors shall be reduced dollar-for-dollar for each dollar of capital raised by the Company in such Alternative Financings, with each Investor’s individual Commitment being ratably reduced in connection therewith (for each Investor, the “Subscription Amount”). The Company hereby agrees to issue and sell to each Investor, upon payment of such Investor’s Subscription Amount, a number of Company Shares equal to such Investor’s Subscription Amount divided by the Per Share Price (such shares, the “Subscribed Shares”, and subscription and issuance, the “Subscription”). For the avoidance of doubt, the provision of the individual Commitment by each Investor, and the funding of each such Investor’s Subscription Amount, if and when funded, shall be solely for the purpose of funding, and to the extent necessary to fund, the Subsidiary Closing Obligation pursuant to and in accordance with the MIPA; provided, however, that no Investor shall, under any circumstances, be obligated (i) to contribute to, purchase equity or debt of, or otherwise provide funds to, the Company in any amount in excess of each such Investor’s Subscription Amount, and (ii) to purchase each such Investor’s Subscribed Shares in the event the Company has obtained alternative financing sufficient to fund the Subsidiary Closing Obligation (“Alternative Financing”) prior to the Backstop Closing Date (as defined below). For avoidance of doubt, the Company shall not be obligated to seek any Alternative Financing after the execution of the MIPA and prior to the Transaction Closing Date (as defined below).

2.               Use of Proceeds. All of the proceeds from the Subscription shall be contributed by the Company to the Subsidiary and used by the Subsidiary solely for the purposes of funding the Subsidiary Closing Obligation.

3.             Warrants. On the date hereof, in consideration for each Investor’s provision of its respective Commitment and not conditioned upon the occurrence of the Backstop Closing (as defined below) or the Transaction Closing Date, the Company shall issue and deliver to each Investor, in the form attached hereto as Exhibit A, warrants (the “Warrants”) to purchase Company Shares (the “Warrant Shares”) in the respective amounts set forth on Schedule 1. The Warrant Shares shall have an exercise price of the greater of US$3.00 or the Market Price (as defined below). The Warrants shall be exercisable for a period of five (5) years from the date of issuance. For the avoidance of doubt, the issuance of the Warrants shall be in addition to, and not duplicative of, the issuance of the Subscribed Shares on the Transaction Closing Date, if and to the extent applicable. The Company has, contemporaneously with entering into this Agreement, provided evidence that the Warrant Shares have been conditionally approved for listing and posting for trading on the NYSE American and the TSX, subject only to the satisfaction by the Company of customary conditions imposed by the NYSE American and the TSX in similar circumstances. “Market Price” means the VWAP on the NYSE American, being the stock exchange where the majority of the trading volume and value of the Company Shares occurs, for the five trading days ending as of the close of trading on the trading day immediately preceding the time of entering into of this Agreement. “VWAP” means the volume weighted average trading price of the Company Shares, calculated by dividing the total value by the total volume of the Company Shares traded for the relevant period.

4.               Backstop Closing. The delivery of each such Investor’s individual Subscription Amount (the “Backstop Closing”) shall occur on the date (the “Backstop Closing Date”) that is two (2) Business Days prior to the date of closing of the Transactions (“Transaction Closing Date”). The proper number of Subscribed Shares will be issued by the Company to each of the Investors on the Transaction Closing Date.

(a)             Backstop Closing Procedures.

(i)              No later than seven (7) Business Days (as defined below) prior to the Backstop Closing Date, the Company shall deliver written notice to each Investor (the “Backstop Closing Notice”) specifying (A) the anticipated Backstop Closing Date, (B) the total amount raised by the Company in any Alternative Financing (net of underwriting fees and expenses, if applicable), (C) and the Company’s good-faith estimate of each Investor’s Subscription Amount (together with any documentation necessary for the Investors to confirm such calculation), and (D) the wire instructions, as confirmed and provided by the Escrow Agent (as defined below), for delivery of each Investor’s Subscription Amount to an escrow account (the “Escrow Account”) established by the Company and the Investors with a third party escrow agent (the “Escrow Agent”).

(ii)            No later than two (2) Business Days prior to the Backstop Closing Date as set forth in the Backstop Closing Notice: (A) the Company shall deliver by wire transfer of United States dollars in immediately available funds to the Escrow Account, the Treasury Commitment; and (B) each Investor shall deliver such Investor’s Subscription Amount for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the Escrow Account and deliver to the Company such information as is reasonably requested in the Backstop Closing Notice in order for the Company to issue the Subscribed Shares to each Investor, including the legal name of the person or entity in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8 (and any required attachments thereto).

(iii)          On the Transaction Closing Date, the Company (with the written approval of each Investor and in a form approved by the Investors) shall provide irrevocable written instructions to the Escrow Agent to release the funds in the Escrow Account (the “Irrevocable Instruction”) to the Seller. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 4, the Company shall deliver to each Investor promptly following the release of the funds held in the Escrow Account in accordance with the Irrevocable Instruction provided by the Company on the Transaction Closing Date, (A) its Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Agreement, the Company’s organizational documents or applicable securities laws), in the name of such Investor (or its nominee in accordance with its respective delivery instructions), and (B) evidence from the Company’s transfer agent of the issuance to each Investor of its respective Subscribed Shares on and as of the Transaction Closing Date.

(iv)          In the event that the Transaction Closing Date does not occur within five (5) Business Days after the Backstop Closing Date specified in the Backstop Closing Notice, unless otherwise agreed to in writing by the Company and each Investor, the Company shall promptly (but in no event later than seven (7) Business Days after the Backstop Closing Date specified in the Backstop Closing Notice) instruct the Escrow Agent to return each respective Investor’s Subscription Amount by wire transfer of United States dollars in immediately available funds to each Investor’s respective account as specified by each respective Investor. Notwithstanding such return, (A) a failure to close on the Backstop Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Backstop Closing set forth in this Section 4 to be satisfied or waived on or prior to the Backstop Closing Date, and (B) unless and until this Agreement is terminated in accordance with Section 12 hereof, each Investor shall remain obligated (1) to redeliver each respective Subscription Amount to the Escrow Account following the Company’s delivery to each Investor of a new Backstop Closing Notice and (2) to consummate the Backstop Closing upon satisfaction of the conditions set forth in this Section 4. For the purposes of this Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York or the Province of British Columbia.

(b)             Conditions to Backstop Closing. The obligation of the Parties to consummate the Backstop Closing shall be subject to the satisfaction or valid waiver by each of the Parties hereto, of the conditions that, on the Backstop Closing Date:

(i)             no suspension of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;

(ii)           no governmental authority or applicable self-regulatory organization (including the NYSE American and/or the TSX) shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restriction or prohibition; and

(iii)         The offer, sale and issuance of the Subscribed Shares, the Warrants and the Warrant Shares (collectively, the “Securities”) shall be exempt from the prospectus and registration requirements of any and all applicable securities laws.

(c)             Investor Conditions to Backstop Closing. The obligation of each Investor to consummate the Backstop Closing shall be subject to the satisfaction or valid waiver by each Investor of the additional conditions that, on the Backstop Closing Date:

(i)              all representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Backstop Closing Date;

(ii)            the Company shall have certified to each Investor in writing that, to the Company’s knowledge, all conditions precedent to the Transaction Closing Date set forth in the MIPA shall have been satisfied (as determined by the parties to the MIPA) or waived (other than those conditions which, by their nature, are to be satisfied on the Transaction Closing Date pursuant to the MIPA) promptly after the Backstop Closing;

(iii)          the Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Backstop Closing;

(iv)           the Company shall have received an exemption from the NYSE American pursuant to the terms of Section 110 of the NYSE American Company Guide, pursuant to which the Transactions shall be exempt from the listing standards of NYSE American, including, without limitation, Section 712 and Section 713 of the NYSE American Company Guide;

(v)             the Company shall have received approval from the TSX as to the transactions contemplated by this Agreement;

(vi)           Each of the Subscribed Shares and the Warrant Shares shall have been conditionally approved for listing on the NYSE American and for listing and posting on the TSX, subject only to the satisfaction by the Company of customary conditions imposed thereby in similar circumstances;

(vii)         no amendment, waiver, or modification of the MIPA (as the same exists on the date hereof as provided to each Investor) shall have occurred that materially and adversely affects each Investor’s economic benefits under this Agreement; and

(viii)       the Company shall have delivered the Treasury Commitment to the Escrow Agent in the manner contemplated by Section 4(a)(ii)(A).

(d)             Company Conditions to Backstop Closing. The obligation of the Company to consummate the Backstop Closing shall be subject to the satisfaction or valid waiver by the Company of the additional conditions that, on the Backstop Closing Date:

(i) all representations and warranties of each Investor, severally but not jointly, contained in this Agreement shall be true and correct in all material respects at and as of the Backstop Closing Date; and (ii) each Investor that is a party to the MIPA, severally but not jointly, shall have certified to the Company in writing that, to the knowledge of such Investor, all conditions precedent to the Transaction Closing Date set forth in the MIPA shall have been satisfied (as determined by the parties to the MIPA) or waived (other than those conditions which, by their nature, are to be satisfied on the Transaction Closing Date pursuant to the MIPA) promptly after the Backstop Closing.

5.               Alternative Financing Lock-Up. If the Company seeks an Alternative Financing in the form of an underwritten public offering and, if requested by the managing underwriter(s) of such public offering, (a) each Investor hereby agrees that it will use reasonable commercial efforts to enter into a customary lock-up agreement with such managing underwriter(s), in such form as shall be reasonably agreed to by such managing underwriter(s) and the Investor, covering a lock-up period not to exceed ninety (90) days from the date of the underwriting agreement related to such public offering; and (b) the Company hereby agrees to (i) cause each of its executive officers and directors to sign a customary lock-up agreement with such managing underwriter(s) containing provisions consistent with those contemplated in the lock-up agreement to be entered into by the Investors and (ii) sign a customary lock-up agreement (either as part of such underwriting agreement or through a separate agreement), with a lock-up period consistent with the lock-up period contemplated in the lock-up agreement to be entered into by the Investors.

6.               Restrictive Legends.

(a)             The Investors are aware that the Subscribed Shares and the Warrants will have and, when issued, the Warrant Shares may have, attached to them a legend (in substantially the form below):

“THE SECURITIES REPRESENTED HEREBY [add for warrants: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES OR SUCH OTHER EVIDENCE AS IS SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND SUCH STATE LAWS.”

(b)             The Investors are aware that the Warrants and the Subscribed Shares will have, and the Warrant Shares may when issued have, attached to them a legend setting out the resale restrictions under applicable Canadian Securities Laws (as defined below) in substantially the following form:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE APPLICABLE CLOSING DATE ].

THE SHARES UNDERLYING THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

7.               Company Representations and Warranties. The Company represents and warrants to each Investor, as of the date hereof and as of the Backstop Closing Date, as follows, and acknowledge that each Investor is relying on such representations and warranties in connection with this Agreement (including, without limitation, its subscription for the Subscribed Shares and the Warrants, and to the extent exercised for, the Warrant Shares) that:

(a)             the Company (i) is duly organized, validly existing and in good standing under the laws of the Province of British Columbia, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into, deliver and perform its obligations under this Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. For purposes of this Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together as a whole (on a consolidated basis), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), properties, prospects, shareholders equity or results of operations of the Company and its subsidiaries, taken together as a whole (on a consolidated basis) or on the Company’s ability to comply in all material respects with the terms of this Agreement, the MIPA and the Warrants and consummate the transactions contemplated hereby and by the MIPA, including the Transactions and the issuance and sale of the Subscribed Shares, the Warrants and the Warrant Shares.

(b)            The Subscribed Shares are as of the date hereof, and will be as of the Backstop Closing Date, duly authorized and, when issued and delivered to each Investor against full payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens or other restrictions (other than those arising hereunder, under the Company’s organizational documents or required by applicable laws) and will not have been issued in violation of, or subject to, any preemptive or similar rights created, including pursuant to the Company’s organizational documents or contractual obligations (as adopted on or prior to the Backstop Closing Date) or the laws of its jurisdiction of incorporation.

(c)            The Warrants are and the Warrant Shares, when issued and delivered to each Investor against full payment of the exercise price therefor in accordance with the terms of the Warrant, will be, validly issued, fully paid and non-assessable, free and clear of all taxes, liens or other restrictions (other than those arising hereunder, under the Company’s organizational documents or required by applicable laws) and have not been and will not have been issued in violation of any preemptive rights, including pursuant to the Company’s organizational documents or contractual obligations or the laws of its jurisdiction of incorporation.

(d)            This Agreement (including, without limitation, the issuance and sale of the Securities) has been duly authorized, executed and delivered by the Company, and this Agreement shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.

(e)            The execution and delivery of this Agreement, the issuance and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the organizational documents of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Company Material Adverse Effect.

(f)             The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Agreement, the Company is a party or by which the Company’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Company or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(g)            The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, provincial, local or other governmental authority, self-regulatory organization (including the NYSE American and/or the TSX) or other person in connection with the execution, delivery and performance of this Agreement (including, without limitation, the issuance of the Securities), other than (i) filings required by applicable state and provincial securities laws, (ii) the filing of the Registration Statement (as defined below) pursuant to Section 9 below, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (the “Commission”) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), if applicable, (iv) those required by the NYSE American and/or the TSX; provided, however, that the Company is not required to obtain any approval from its shareholders, (v) those required to consummate the Transaction as provided under the MIPA, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Investment Canada Act (Canada) or the Competition Act (Canada), if applicable, and (vii) the failure of which to obtain would not be reasonably likely to have a Company Material Adverse Effect.

(h)            As of their respective dates, (i) all reports, statements, schedules, prospectuses or registration statements (collectively, the “SEC Reports”) filed or required to be filed by the Company with the Commission complied in all material respects with the applicable requirements of the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, (ii) all reports, statements, schedules or prospectuses or registration statements (collectively, the “Canadian Public Filings” and together with the SEC Reports, the “Public Filings”) filed or required to be filed by the Company on SEDAR+ under applicable securities laws of each of the provinces of Canada and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in each of the Provinces of Canada (the “Canadian Securities Commissions”) and the rules and policies of the TSX (collectively, “Canadian Securities Laws”), and (iii) none of the Public Filings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Form 10-K and all subsequently filed Public Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission and applicable Canadian Securities Laws with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available to each Investor via the Commission’s EDGAR system and a copy of each Canadian Public Filing is available to each Investor on SEDAR+. The Company has timely filed, after giving effect to any extension period, each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the Commission since its initial registration of the Company Shares with the Commission and that the Company was required to file under applicable Canadian Securities Laws since its initial public offering of Company Shares in a Province of Canada. There are no outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Reports or from any of the Canadian Securities Commissions with respect to any of the Canadian Public Filings. For the avoidance of doubt, any correction, change or restatement of the financial statements of the Company shall not be deemed to be material if (i) the financial statements prior to giving effect to such correction, change or restatement were prepared in accordance with market practice for special purpose acquisition companies at the time the financial statements were filed or included in an SEC Report or Canadian Public Filing, as applicable, and (ii) the correction, change or restatement solely implements guidance or rules that determine that such market practice did not comply with applicable accounting requirements or the rules and regulation of the Commission or Canadian Securities Laws, as applicable, with respect thereto.

(i)             Except for such matters that would not have a Company Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator, domestic or foreign, pending, or threatened against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator, domestic or foreign, outstanding against the Company.

(j)             No registration under the Securities Act or any state securities (or Blue Sky) laws is required for, and no prospectus is required to be filed in any province or territory of Canada to permit, the offer and sale of the Securities by the Company to each Investor.

(k)             Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (including within the meaning of Regulation D) in connection with any offer or sale of the Securities. The Securities are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. Neither the Company nor any person acting on the Company’s behalf has, directly or indirectly, at any time within the past six (6) months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to this Subscription Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions. Neither the Company nor any person acting on the Company’s behalf has offered or sold or will offer or sell any securities, or has taken or will take any other action that would reasonably be expected to subject the offering, issuance or sale of any of the Securities to each Investor pursuant to this Agreement to the registration requirements of the Securities Act.

(l)             No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Securities to each Investor.

(m)         The Company Shares, as a class, are registered pursuant to Section 12(b) of the Securities Exchange Act, and are listed for trading on the NYSE American under the symbol “NG” (and upon consummation of the Transactions will continue to be so registered and listed). There is no suit, action, proceeding or investigation pending threatened against the Company by the NYSE American, the Commission, the TSX or the British Columbia Securities Commission with respect to any intention by such entity to deregister the Company Shares or prohibit or terminate the listing of the Company Shares on the NYSE American and/or the TSX. The Company has taken no action that is designed to terminate the registration of the Company Shares under the Exchange Act.

(n)             The Company is a “reporting issuer” within the meaning of the Canadian Securities Laws in each of the Provinces of Canada and is not in material default of any of the requirements of Canadian Securities Laws. The Company Shares are listed and posted for trading on the TSX under the symbol “NG” (and upon consummation of the Transactions will continue to be so listed and posted) and the Company is in material compliance with the rules and regulations of the TSX. The Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Company Shares on or from the TSX. No order ceasing or suspending trading in securities of the Company nor prohibiting the sale of such securities has been issued to and is outstanding against the Company or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened.

(o)             During the six-months preceding the date hereof (but after giving effect to the issuance of the Warrants and, if applicable, Warrant Shares, contemplated hereby) the Company has not issued Company Shares (or securities convertible into or exchangeable for Company Shares) to insiders of the Company (within the meaning of the rules of the TSX), including pursuant to this Agreement, in excess of 10% of the outstanding Company Shares (on a non-diluted basis) as of prior to the date of closing of the first such issuance of Company Shares (or securities convertible into or exchangeable for Company Shares) during such six-month period. During the six-month period preceding the Backstop Closing Date (but after giving effect to the Backstop Closing) the Company will not have issued Company Shares (or securities convertible into or exchangeable for Company Shares) to insiders of the Company (within the meaning of the rules of the TSX), including pursuant to this Agreement and the Alternative Financing, in excess of 10% of the outstanding Company Shares (on a non-diluted basis) as of prior to the date of closing of the first such issuance of Company Shares (or securities convertible into or exchangeable for Company Shares) during such six-month period.

(p)             As of the date of this Agreement and as of immediately prior to the Backstop Closing Date, the authorized capital stock of the Company consists of 1,000,000,000 common shares without par value. As of the date hereof 334,646,571 are issued and outstanding. All 334,646,571 have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive or similar rights and there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Company Shares (other than pursuant to this Agreement, the Warrants or in connection with an Alternative Financing) or other equity interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests (other than the Warrants), other than, as of the date hereof, options to purchase 8,258,700 Company Shares, 1,225,100 performance share units and 307,555 deferred share units under the Company’s share-based incentive plans. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company, other than (A) as set forth in the Public Filings and (B) as contemplated by the MIPA. Except as disclosed in the Public Filings, as of the date hereof, the Company had no outstanding indebtedness.

(q)              The Company is not, and immediately after giving effect to the offering and sale of the Securities, application of the proceeds thereof as described in this Agreement, and consummation of the Transaction, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8.               Investor Representations and Warranties. Each Investor, severally but not jointly, represents and warrants to the Company, solely for itself, and, if applicable, for the account of one or more persons with respect to which such Investor exercises investment discretion, as follows and acknowledges that the Company is relying on such representations and warranties in connection with this Agreement:

(a)              such Investor (i) is duly organized, validly existing and in good standing under the laws of its respective jurisdiction, (ii) has the requisite power and authority to execute and deliver this Agreement and perform its obligations under this Agreement;

(b)               this Agreement has been duly authorized, executed and delivered by such Investor, and (assuming the due authorization, execution and delivery of the same by the Company and such other Investors), this Agreement shall constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies;

(c)          such Investor, and if applicable, each person for whom Investor is acting, is an “accredited investor” as defined in Rule 501(d) of Regulation D, promulgated by the Commission under the Securities Act;

(d)                 such Investor is not resident in Canada;

(e)                such Investor acknowledges that such Investor has such knowledge and experience in business, financial, investment and banking matters, such that (i) such Investor is capable of evaluating the merits, risks and advisability of an investment in the Subscribed Shares, and (ii) such Investor recognizes and appreciates the highly speculative nature of an investment in the Subscribed Shares; and

(f)             such Investor is purchasing the Subscribed Shares solely for such Investor’s own account and not for the account of any other person, except, if applicable, for the account of one or more persons with respect to which such Investor exercises investment discretion.

9.               Registration of Subscribed Shares and Warrant Shares.

(a)             (i) The Company hereby agrees that, within fifteen (15) Business Days after the Transaction Closing Date (the “Filing Date”), the Company will file with the Commission (at the Company’s sole cost and expense) with the Commission a registration statement registering the resale of the Subscribed Shares and the Warrant Shares then issued or issuable upon the exercise of the Warrants (the “Registration Statement”), and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than sixty (60) calendar days following the Filing Date) (the “Effectiveness Deadline”), provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Filing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. Notwithstanding the foregoing, if the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or subject to further review, the Company shall use its reasonable best efforts to have the Registration Statement declared effective within ten (10) Business Days of receipt of such notice. Upon the Registration Statement being declared effective, the Company agrees to promptly file the Registration Statement in accordance with Section 4 of BC Instrument 72-503 – Distributions of Securities Outside British Columbia (“BC Instrument 72-503”).

(ii)            The Company will use its reasonable best efforts to provide a draft of the Registration Statement to each Investor for review (but not comment, other than with respect to information being provided by each Investor for inclusion in the Registration Statement) at least five (5) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with each Investor’s review. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Subscribed Shares and/or Warrant Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Subscribed Shares and/or Warrant Shares which is equal to the maximum number of Subscribed Shares and/or Warrant Shares as is permitted by the Commission. In such event, the number of Subscribed Shares and/or Warrant Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders.

(iii)          The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company will use reasonable best efforts to cause such Registration Statement to remain effective with respect to each Investor until the earlier of (A) three (3) years from the issuance of the Subscribed Shares, (B) the date on which all of the Subscribed Shares and Warrant Shares shall have been sold, or (C) on the first date on which each Investor can sell all of its Subscribed Shares and/or Warrant Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold. For as long as the Company is required to use reasonable best efforts to cause the Registration Statement to remain effective pursuant to the immediately preceding sentence, the Company will use reasonable best efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable each Investor to resell the Subscribed Shares and/or Warrant Shares pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Company), as applicable, qualify the Subscribed Shares and/or Warrant Shares for listing on the applicable stock exchange on which the Company’s Shares are then listed, and update or amend the Registration Statement as necessary to include the Subscribed Shares and/or Warrant Shares. Each Investor agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Subscribed Shares and/or Warrant Shares to the Company (or its successor) upon request to assist the Company in making the determination described above.

(iv)           The Company’s obligations to include the Subscribed Shares and/or Warrant Shares in the Registration Statement are contingent upon each Investor furnishing in writing to the Company such information regarding Investor, the securities of the Company held by each Investor and the intended method of disposition of the Subscribed Shares and/or Warrant Shares as shall be reasonably requested by the Company to effect the registration of the Subscribed Shares and/or Warrant Shares, and each Investor shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided, that each Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Subscribed Shares and/or Warrant Shares. In the case of the registration effected by the Company pursuant to this Agreement, the Company shall promptly inform each Investor as to the status of such registration. In no event shall the Investors be identified as statutory underwriters in the Registration Statement unless requested by the Commission. If the Commission requests that the Investors be identified as statutory underwriters in the Registration Statement, each Investor shall have an opportunity to withdraw from the Registration Statement. Each Investor shall not be entitled to use the Registration Statement for an underwritten offering of Subscribed Shares and/or Warrant Shares. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Registration Statement, and from time to time require each Investor not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that, (A) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred- twenty (120) calendar days, in each case in any three hundred sixty (360) day period and (B) the Company shall use reasonable best efforts to make such registration statement available for the sale by each Investor of such securities as soon as practicable thereafter.

(b)            At its expense, the Company shall advise each Investor within two (2) Business Days: (i) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (ii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Subscribed Shares and/or Warrant Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iii) subject to the provisions in this Agreement, of the occurrence of a Suspension Event. Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising each Investor of such events, provide each Investor with any material, non-public information regarding the Company other than to the extent that providing notice to each Investor of the occurrence of such events would constitute material, non-public information regarding the Company.

(c)            Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor agrees that (i) it will immediately discontinue offers and sales of the Subscribed Shares and/or Warrant Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until each Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law, subpoena or regulatory request or requirement. If so directed by the Company, each Investor will deliver to the Company or, in each Investor’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares and/or Warrant Shares in each Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares and/or Warrant Shares shall not apply (x) to the extent each Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up.

(d)             For purposes of this Section 9, “Subscribed Shares” and “Warrant Shares” shall mean, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Agreement) and Warrant Shares (as defined in Section 3 of this Agreement), as the case may be, and in each case any other equity security issued or issuable with respect to the Subscribed Shares or Warrant Shares (as applicable) by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “Investor” shall include any affiliate, former, current, or future spouse, heir, estate, executor, trustee, representative, or permitted assigns of each Investor.

(i)             The Company agrees to indemnify, to the extent permitted by law, each Investor, to the extent permitted by law, against all losses, claims, damages, liabilities and reasonable and documented out of pocket expenses (including reasonable and documented attorneys’ fees and expenses of one law firm (plus the fees and expenses of any local counsel)) caused by any untrue or alleged untrue statement of material fact contained in, or incorporated by reference in, the Registration Statement, prospectus included in the Registration Statement (“Prospectus”) or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of each such Investor expressly for use therein.

(ii)                Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties or separate defenses may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, delayed or conditioned). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(iii)           The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any former, current, or future spouse, heir, estate, executor, trustee, representative, or permitted assigns of each respective Investor and shall survive the transfer of the Subscribed Shares and/or Warrant Shares purchased pursuant to this Agreement.

(iv)             If the indemnification provided under this Section 9(d) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), or on behalf of, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 9(d)(i) and (ii) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 9(d)(vi) from any person or entity who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no event will any party be liable for consequential, special, exemplary or punitive damages in connection with this Agreement. Each indemnifying party’s obligation to make a contribution pursuant to this Section 9(d)(iv) shall be individual, not joint and several, and in no event shall the liability of any Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Subscribed Shares and/or Warrant Shares giving rise to such indemnification obligation.

(e)             The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of the Subscribed Shares and Warrant Shares purchased pursuant to this Agreement.

(f)              If the Subscribed Shares and Warrant Shares acquired hereunder are eligible to be sold without restriction under, and without the requirement for the Company to be in compliance with the current public information requirements of, Rule 144 then at each Investor’s request, the Company will reasonably cooperate with the Company’s transfer agent, such that any remaining restrictive legend set forth on such Subscribed Shares and/or Warrant Shares will be removed in connection with a sale of such Company Shares.

10.            Personal Information Authorization.

(a)            Each Investor authorizes the indirect collection of personal information (as defined in the Canadian Securities Laws) by the applicable Canadian Securities Commissions and confirms that it has been notified by the Company: (i) that the Company will be delivering such personal information to the applicable securities regulatory authority; (ii) that such personal information is being collected indirectly by the applicable securities regulatory authority under the authority granted to it under the applicable Securities Laws; (iii) that such personal information is being collected for the purpose of the administration and enforcement of the applicable Securities Laws; and (iv) the following are the contact details of the public official who can answer questions about the British Columbia Securities Commission’s indirect collection of personal information:

British Columbia Securities Commission

FOI Inquiries

701 West Georgia Street

Vancouver, BC V7Y 1L2

Tel: (604) 899-6854

Toll free in Canada: 1-800-373-6393

Email: foi-privacy@bcsc.bc.ca

11.            Other Covenants.

(a)             The Company shall promptly fulfill all necessary requirements and take all necessary action required to be taken by the Company to permit the issuance and delivery by the Company of the Securities to be issued hereunder to the Investors pursuant to an exemption from the prospectus requirements of applicable securities laws.

(b)             The Company shall promptly apply for, and use its best efforts to expeditiously obtain, approval of the TSX and the NYSE American for the issuance of the Subscribed Shares and the Warrants to be issued hereunder and shall take all required action to satisfy the conditions set out in the conditional approval of the TSX and the NYSE American for the listing of the Warrant Shares and the Subscribed Shares, and in any event within the time period prescribed by the TSX and the NYSE American, as applicable.

(c)            The Company shall, within ten (10) days of the date hereof (in respect of the Warrants) and within ten (10) days of the Transaction Closing Date (in respect of the Subscribed Shares), file with the applicable regulators any reports required to be filed under applicable Canadian Securities Laws, including BC Instrument 72-503, as applicable, in connection with this Agreement and the transactions contemplated by this Agreement in the required form, and will provide each Investor’s legal counsel with copies of such reports promptly following filing thereof.

(d)             The Company shall provide the Investors with:

(i)              reasonable access during normal business hours and upon reasonable advance notice to senior management and employees of the Company and its affiliates; and

(ii)            such other information or reports reasonably requested by the Investors and are reasonably available to, or producible by, the Company or any of its affiliates in the ordinary course of business,

in each case where such access, information or reports are reasonably required by the Investors in order to comply with its and its affiliates accounting and any public company disclosure obligations.

12.            Termination. The obligation of each Investor to purchase its Subscribed Shares will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the MIPA in accordance with its terms, (b) upon the mutual written agreement of the Parties to terminate this Agreement, (c) the Company securing Alternative Financing in an amount sufficient to fully discharge the Subsidiary Closing Obligation prior to the Backstop Closing Date, (d) the Transaction Closing Date, so long as all obligations have been fulfilled, and (e) payment in full by the Subsidiary of the Subsidiary Closing Obligation on the Transaction Closing Date; provided that this Agreement shall continue in full force and effect until all of the obligations of the parties hereunder, including without limitation, those contained in Section 9, have been indefeasibly and finally performed in full. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection or contemporaneously herewith, in no event shall the Investors have any obligation to make any purchase, payment, or contribution hereunder at any time after the Subsidiary has paid the Subsidiary Closing Obligation due under the MIPA.

13.            Notices.

(a)             Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by email or similar means of recorded electronic communication, or sent by registered mail, charges prepaid, addressed as follows:

(i)             if to Company:

NovaGold Resources, Inc.

201 South Main Street, Suite 400

Salt Lake City, Utah 84111

Attention: [Redacted – Personal Information]

Email:        [Redacted – Personal Information]

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

Dorsey & Whitney LLP

701 Fifth Avenue

Seattle, Washington 98104

Attention: [Redacted – Personal Information]

Email: [Redacted – Personal Information]

(ii)            if to Investors:

Paulson Advantage Plus Master Ltd.

[Redacted – Personal Information]

Attention: [Redacted – Personal Information]

Email: [Redacted – Personal Information]

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

Kleinberg, Kaplan Wolff & Cohen, P.C.

500 Fifth Avenue

New York, New York 10110

Attention: [Redacted – Personal Information]

Email: [Redacted – Personal Information]

Paulson Partners LP

[Redacted – Personal Information]

Attention: [Redacted – Personal Information]

Email:        [Redacted – Personal Information]

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

Kleinberg, Kaplan Wolff & Cohen, P.C.

500 Fifth Avenue

New York, New York 10110

Attention: [Redacted – Personal Information]

Email: [Redacted – Personal Information]

The Electrum Group LLC

[Redacted – Personal Information]

Attention: [Redacted – Personal Information]

Email: [Redacted – Personal Information]

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

Baker Botts L.L.P.

30 Rockefeller Plaza

New York, New York 10112-4498

Attention: [Redacted – Personal Information]

Email: [Redacted – Personal Information]

Kopernik Global Investors, LLC

[Redacted – Personal Information]

Email: [Redacted – Personal Information]

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

Goodmans LLP

Bay Adelaide Centre

333 Bay Street, Suite 3400

Toronto, ON M5H 2S7

Canada

Attention: [Redacted – Personal Information]

Email: [Redacted – Personal Information]

(b)             Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed, on the third (3rd) Business Day following the date of mailing; provided, however, that if, at the time of mailing or within three (3) Business Days thereafter, there is or occurs a labor dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

(c)             Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 13.

14.            Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be binding unless consented to in writing by the Parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

15.            No Third Party Beneficiaries. This Agreement constitutes an agreement solely among the Parties, and, except as otherwise provided herein, is not intended to and will not confer any rights, remedies, obligations or liabilities, legal or equitable, including any right of employment, on any person other than the Parties and their respective successors or permitted assigns, or otherwise constitute any person a third party beneficiary under or by reason of this Agreement. None of the Company’s creditors or equity holders shall have any right to enforce this Agreement or to cause the Company to enforce this Agreement.

16.            Governing Law; Submission to Jurisdiction.

(a)            This Agreement and all disputes and proceedings between or among the Parties shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule, whether of the State of New York or any other jurisdiction, that would cause the application of the Laws of any jurisdiction other than the State of New York.

(b)            The Parties irrevocably and unconditionally agree that under Section 5-1402 of the New York General Obligations Law and otherwise, with respect to all disputes, actions and proceedings arising out of or relating to this Agreement and the transactions contemplated herein, and all disputes, actions and proceedings between and among the Parties, each Party (i) submits to the exclusive jurisdiction of the state and federal courts located in the State of New York, County of New York, and all such disputes, actions and proceedings shall be adjudicated in the foregoing courts, (ii) waives any objection that the Party might otherwise be entitled to assert to the jurisdiction of such courts, including defenses based upon lack of personal jurisdiction, and (iii) agrees not to assert that such courts are not a proper or convenient forum for the determination of any such action or proceeding.

17.            No Assignment. Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties which consent may not be unreasonably withheld. Any assignment or transfer in violation of this Section 17 shall be null and void.

18.                Expenses. Within five (5) Business Days after the later of (a) the receipt of a summary invoice therefor or (b) the Transaction Closing Date, the Company shall pay the reasonable fees and expenses of the legal counsel for each such Investor relating to this Agreement or the issuance of Securities pursuant to this Agreement. The Company shall be responsible for the fees of its transfer agent, stamp taxes, DTC fees and CDS & Co. fees, if any, associated with the issuance of the Securities.

19.           Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other 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 a manner materially adverse to a 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, provided that in the event the Parties are unable to reach an agreement, then the adversely affected Party, in its sole discretion, may elect for this Agreement to be deemed null and void ab initio, with the Parties to be restored to their original positions and the Company immediately disgorging and returning to the Escrow Account, or to each Investor’s respective account as specified by each respective Investor, as applicable, each such Investor’s Subscription Amount and each such Investor returning to the Company each such Investor’s respective Subscribed Shares.

20.           Counterparts. This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered by DocuSign or other form of electronic transmission in any number of counterparts, with the same effect as if all Parties had signed and delivered the same document, and all counterparts shall together constitute one and the same original document; provided, however, that original documents shall be delivered as necessary to satisfy applicable recording or filing requirements.

21. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Company, on behalf of itself, its affiliates, and any person claiming by, through or on behalf of any of them, acknowledges and agrees that no person or entity other than the applicable Investor has any liability, obligation, or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent, or otherwise, hereunder, arising out of, by reason of, in respect of, in connection with, or related in any manner to this Agreement, the negotiation, execution or performance or breach (whether willful, intentional, unintentional or otherwise) of this Agreement, including, without limitation, any representation or warranty made or alleged to be made in, in connection with, or an as inducement to, this Agreement or the transactions contemplated hereby and that no recourse, remedy, or right of recovery or contribution shall be had hereunder or under any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability shall attach to, any former, current, and future equity holders (direct or indirect), controlling persons, directors, officers, employees, agents, affiliates, representatives, attorneys, incorporators, financial advisors or lenders, members, managers, general or limited partners, or assignees of each respective Investor, or any affiliate of any Investor, or any affiliate of such affiliate (together with their respective successors, assigns, heirs, executors or administrators, collectively, but not including each respective Investor, each a “Non-Recourse Party”), whether at law or in equity and whether based on contract, tort, statute, strict liability, or otherwise, and whether by direct claim or through attempted piercing of the corporate, limited liability company, or partnership veil, or via the alter ego doctrine, by the enforcement of any assessment, judgment, fine, or penalty or by any legal or equitable proceeding, by virtue of any statute, regulation, or applicable law, or otherwise.

Recourse against each Investor pursuant to this Agreement shall be the sole and exclusive remedy of Company and all of its affiliates against each Investor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Agreement. Without limiting the generality of the foregoing, to the maximum extent explicitly permitted or otherwise conceivable under applicable law, (i) the Company hereby waives, releases and disclaims any and all claims against each Non-Recourse Party, including, without limitation, any claims to avoid or disregard the entity form of an Investor or otherwise seek to impose any liability arising out of, relating to or in connection with such a claim on any Non-Recourse Party, whether a claim granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (ii) the Company disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. This Section 21 shall survive any termination of this Agreement.

[SIGNATURE PAGE FOLLOWS]

[Signature Page to Backstop Subscription Agreement]

[Signature Page to Backstop Subscription Agreement]

[Signature Page to Backstop Subscription Agreement]

[Signature Page to Backstop Subscription Agreement]

SCHEDULE 1

ALLOCATION OF WARRANT SHARES

EXHIBIT A

FORM OF WARRANT

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES OR SUCH OTHER EVIDENCE AS IS SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND SUCH STATE LAWS.

THESE WARRANTS MAY NOT BE EXERCISED UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE TO THE HOLDER.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 22, 2025.

THE SHARES UNDERLYING THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

NOVAGOLD RESOURCES INC.

COMMON SHARE PURCHASE WARRANT

Dated: April 22, 2025

THIS IS TO CERTIFY THAT, for value received,

[NAME]

[ADDRESS]

(the “Holder”) is the registered holder of [●] common share purchase warrants (the “Warrants”) of NOVAGOLD RESOURCES INC., a corporation organized and existing under the laws of the province of British Columbia, Canada (the “Company”). Each Warrant entitles the Holder to subscribe for and purchase, subject to the terms hereof including, without limitation, certain adjustment provisions, one common share (a “Share”) in the share capital of the Company until 4:00 p.m. (Vancouver time) on April 22, 2030 (the “Expiry Time”) for an exercise price of US$3.00 per Share (the “Exercise Price”) after which time the Warrants represented hereby will expire, all subject to adjustment as hereinafter provided. The Warrants are fully vested and are immediately exercisable by the Holder at any time and from time to time, commencing on the date hereof and prior to the Expiry Time.

The right to acquire Shares hereunder may only be exercised by the Holder within the time set forth above by:

(a)             duly completing, executing and delivering to the Company, either at the address set forth on the Exercise Form (or such other address as may be specified by the Company, in a written notice to the Holder for this purpose, from time to time) or by e-mail or e-mail attachment, the Exercise Form attached hereto as Appendix “A” (the “Exercise Form”); and

(b)             except in connection with a cashless exercise, within two (2) trading days (or, if shorter, the standard settlement period applicable to the issuance of the Shares), delivering payment of an amount in United States dollars equal to the applicable Exercise Price multiplied by the number of Shares as to which this Warrant Certificate is being exercised which payment may be made, at the option of the Holder, by delivery of a certified cheque or bank draft or by wire transfer of immediately available funds to the bank account designated in writing by the Company from time to time. For purposes of this Warrant Certificate, trading day means, a day on which the NYSE American (and if the Shares are not listed on the NYSE American LLC (“NYSE American”), the Toronto Stock Exchange (“TSX”), and if the Shares are not listed on the TSX, the over-the-counter market) is open for the transaction of business.

This Warrant Certificate may also be exercised, in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Shares computed using the following formula:

Where:

No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant Certificate to the Company until the Holder has purchased all of the Shares available hereunder and the Warrant Certificate has been exercised in full, in which case, the Holder shall surrender this Warrant Certificate to the Company for cancellation within three (3) trading days of the date on which the final Exercise Form is delivered to the Company. Partial exercises of this Warrant Certificate resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased (or, in the event of a cashless exercise, cancelled). The Holder and the Company shall maintain records showing the number of Shares purchased (or, in the event of a cashless exercise, cancelled) and the date of such purchases (or cancellations). The Company shall deliver any objection to any Exercise Form within one (1) trading day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant Certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. This Warrant Certificate will effectively be surrendered only upon personal delivery hereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Company at the address shown on the Exercise Form or such other address as may be specified by the Company, in a written notice to the Holder, from time to time.

[Notwithstanding the foregoing, the Company shall not effect any exercise of this Warrant Certificate, and a Holder shall not have the right to exercise any portion of this Warrant Certificate, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Form, the Holder (together with the Holder’s Affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Attribution Parties shall include the number of Shares issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of the Warrants beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Parties. For purposes of this paragraph, the determination of any “group” status shall be made, and the determination of beneficial ownership shall be calculated, in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant Certificate is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant Certificate is exercisable shall be in the sole discretion of the Holder, and the submission of the Exercise Form shall be deemed to be the Holder’s determination of whether this Warrant Certificate is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant Certificate is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this paragraph, in determining the number of outstanding Shares, a Holder may rely on the number of outstanding Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or Computershare Investor Services Inc., as the Company’s transfer agent, setting forth the number of Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day confirm orally and in writing to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant Certificate, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Shares was reported. The “Beneficial Ownership Limitation” shall be [19.99]% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of this Warrant Certificate. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant Certificate.]

Upon the exercise of all or any of the Warrants in the manner described above, the person or persons in whose name or names the Shares issuable upon exercise of the Warrants are to be issued will be deemed for all purposes to be the holder or holders of record of such Shares and the Company covenants that it will issue such Shares, free and clear of any taxes, liens or other restrictions (other than those arising under that certain backstop commitment agreement among the Company and certain investors, dated April 22, 2025 (the “Backstop Agreement”), under the Company’s organizational documents or required pursuant to applicable laws), and cause certificates or Direct Registration System (“DRS”) advices representing such Shares to be delivered or mailed to the person or persons at the address or addresses specified in the Exercise Form within five (5) Business Days of the surrender of this Warrant Certificate. The Company further covenants and agrees that, during the period within which the Warrants may be exercised, the Company will at all times have authorized and reserved a sufficient number of its Shares to provide for the exercise of the rights represented by this Warrant Certificate. For purposes of this Warrant Certificate, “Business Day” means any day (other than a Saturday, Sunday) or any other day on which commercial banks are required or authorized to close in the State of New York, the Province of British Columbia or the jurisdiction in which the address of the Company is located (as shown on the Exercise Form or such other address as may be specified by the Company, in a written notice to the Holder for purposes of the Exercise Form, from time to time).

The Holder of this Warrant Certificate may acquire any lesser number of Shares than the total number of Shares, free and clear of any taxes, liens or other restrictions (other than those arising under the Backstop Agreement, under the Company’s organizational documents or required pursuant to applicable laws), which may be acquired upon exercise of the Warrants represented by this Warrant Certificate. In such event, the Holder will be entitled to receive a new Warrant Certificate representing Warrants exercisable to acquire up to the balance of the Shares which may be acquired.

The Holder of this Warrant Certificate may, at any time prior to the Expiry Time, upon surrender of this Warrant Certificate to the Company, exchange this Warrant Certificate for other Warrant Certificates entitling the Holder to acquire, in the aggregate, the same number of Shares as may be acquired under this Warrant Certificate.

The Company shall deliver any such new Warrant Certificate to the Holder within five (5) Business Days of such surrender of this Warrant Certificate.

The holding of the Warrants evidenced by this Warrant Certificate will not constitute the Holder hereof a shareholder of the Company or entitle the Holder to any right or interest in respect thereof except as expressly provided for herein.

The Warrants and all rights hereunder are transferable by the Holder in accordance with applicable laws by surrender of this Warrant Certificate together with a Transfer Form in the form attached hereto as Appendix “B” at the office of the Company, 201 South Main Street, Suite 400 Salt Lake City, Utah USA 84111. The Company will use commercially reasonable efforts to facilitate the transfer process to ensure minimal delay and inconvenience to the Holder. Any Warrant Certificate issued to a transferee will bear such restrictive or other legends as may be required under applicable securities laws and applicable stock exchange rules.

The Company shall not be required to issue fractional Shares upon the exercise of the Warrants evidenced hereby. If any fractional interest in a Share would be deliverable upon the exercise of the Warrants evidenced hereby, the Company shall in lieu of delivering any certificate or DRS advice for such fractional interest, round such fractional interest down to the nearest whole Share.

From and after the date hereof, the Exercise Price and the number of Shares deliverable upon the exercise of the Warrants will be subject to adjustment as follows:

(any such event, a “Capital Reorganization”) and any such event results in an adjustment in the Exercise Price pursuant to paragraph (c), the number of Shares purchasable pursuant to the Warrants evidenced hereby will be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which will be the Exercise Price in effect immediately prior to such adjustment and the denominator of which will be the Exercise Price resulting from such adjustment.

Any Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed.

To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price will then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

and if such distribution does not constitute a Capital Reorganization or a Rights Offering (any such non-excluded event, a “Special Distribution”), the Exercise Price will be adjusted immediately after such record date so that it will equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (A) the numerator of which will be the amount by which (1) the amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date, exceeds (2) the aggregate fair market value (as determined by the external auditors of the Company, which determination will be conclusive, subject to the approval of the TSX and NYSE American, if applicable) to the holders of such Shares of such Special Distribution; and (B) the denominator of which will be the total number of Shares outstanding on such record date multiplied by such Current Market Price.

Any Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date in respect of a Special Distribution is fixed.

To the extent that any such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price will then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

For the purpose of any computation under this Warrant Certificate, the “Current Market Price” of the Shares at any date means the volume weighted average trading price per Share on the NYSE American for five (5) consecutive trading days prior to that date; provided, however, if the Shares are not listed on NYSE American, the volume weighted average trading price per Share traded through the facilities of such other stock exchange or over-the-counter market, as determined by the directors of the Company, acting in good faith, on which the Shares are listed or through which the Shares are quoted for five (5) consecutive trading days prior to that date; provided, further, if the Shares are not listed on NYSE American or any other stock exchange or over-the-counter market, then the Current Market Price shall be determined by the directors of the Company, acting in good faith and based on advice from a reputable independent financial advisor selected by the Company and acceptable to the Holder. The Company will be solely responsible for paying all fees and expenses of such financial advisor. The volume weighted average trading price per Share shall be determined by dividing the aggregate sale price of all Shares sold on such exchange or over-the-counter market, as the case may be, during the five (5) consecutive trading days by the total number of shares so sold.

These Warrants and the Shares deliverable upon exercise thereof have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States. These Warrants may not be exercised unless so registered or an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available to the holder.

The certificates or DRS advices representing any Shares issued pursuant to the exercise of the Warrants will have imprinted on them the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES OR SUCH OTHER EVIDENCE AS IS SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND SUCH STATE LAWS.”

The certificates or DRS advices representing any Shares issued pursuant to the exercise of the Warrants on or before August 22, 2025 will have imprinted on them the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 22, 2025.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

This Warrant Certificate will be governed and construed in accordance with the laws of the State of New York.

This Warrant Certificate will enure to the benefit of and will be binding upon the Holder and the Company and their respective successors and permitted assigns.

This Warrant Certificate may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

Time will be of the essence hereof.

[Remainder of page left intentionally blank.]

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed by its duly authorized officer.

NOVAGOLD RESOURCES INC.

APPENDIX “A”

EXERCISE FORM

The undersigned holder of the attached Warrant Certificate hereby subscribes for ___________ common shares (the “Shares”) in the authorized share capital of NOVAGOLD RESOURCES INC. pursuant to the terms of the Warrant Certificate at the Exercise Price (as defined in the Warrant Certificate) on the terms specified in the Warrant Certificate and agrees to make payment therefor on the terms specified in the Warrant Certificate.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

It is understood that the Company may, acting in good faith, require reasonable evidence to verify the foregoing representations.

Payment shall take the form of (check applicable box):

The undersigned irrevocably hereby directs that Shares be issued and delivered as follows:

DATED this __ day of _____, ___.

WARRANT HOLDER:

Instructions:

The registered holder may exercise its right to receive Shares by completing this form and surrendering this form, the Warrant Certificate representing the Warrants being exercised, payment of the Exercise Price and any other evidence as specified above to the Company as set out above. Certificates or Direct Registration System advices representing such Shares will be delivered or mailed within five (5) Business Days after the exercise of the Warrants or payment of the Exercise Price in full, whichever is later.

APPENDIX “B”

TRANSFER FORM

FOR VALUE RECEIVED, the undersigned (the “Transferor”) hereby sells, assigns and transfers to:

as attorney to transfer said number of Warrants on the books of the Company with full power of substitution in the premises.

The undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

[_]     (A)         the transfer is being made only to the Company; or

[_]     (B)         the transfer is being made in accordance with a transaction that does not require registration under the U.S. Securities Act or applicable securities laws of any state of the United States and the undersigned has furnished to the Company an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to such effect.

[signature page follows]

DATED the __ day of ____, 20__.

Notes: