Electrum Provides Funding Commitment to NOVAGOLD and Updates Early Warning Report

This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

NEW YORK, April 22, 2025 /CNW/ - In connection the previously announced agreement by NOVAGOLD Resources Inc. ("NOVAGOLD") and Paulson Advisers LLC ("Paulson") to acquire Barrick Gold Corporation's 50% interest in Donlin Gold LLC for $1.0 billion, The Electrum Group ("Electrum"), along with other investors, provided funding commitments to finance NOVAGOLD's $200 million portion of the acquisition.  On April 22, 2025, Electrum, Paulson and Kopernik Global Investors, LLC (collectively, the "Investors") entered into a backstop agreement (the "Backstop Agreement") with NOVAGOLD pursuant to which the Investors agreed to subscribe for up to $170 million of common shares in the capital of NOVAGOLD at $3.00 per share, with the balance of $30 million to be funded from NOVAGOLD's treasury. As part of the Backstop Agreement, the Investors also received five-year warrants to purchase an aggregate of 25.5 million common shares at $3.00 per share.  NOVAGOLD may, but is not required to, evaluate a range of alternative financing options to replace all or part of the funding commitments. Any amount raised by NOVAGOLD under any alternative financing would first be used to reduce its $30 million cash commitment.

Electrum is providing its funding commitment through Electrum Strategic Resources L.P. Pursuant to the Backstop Agreement, Electrum Strategic Resources L.P. has committed to provide up to $42.5 million of funding to acquire up to 14,166,667 NOVAGOLD common shares, and has been issued 6,375,000 warrants.

Immediately prior to giving effect to the Backstop Agreement, Electrum Strategic Resources L.P. and its joint actors (namely, GRAT Holdings LLC, Leopard Holdings LLC, The Electrum Group LLC, TEG Global GP Ltd., Electrum Strategic Resources L.P. and Thomas S. Kaplan) beneficially owned or exercised control or direction over an aggregate of 85,190,396 NOVAGOLD common shares representing 25.43% of NOVAGOLD's outstanding common shares (partially diluted). Upon giving effect to the Backstop Agreement and the issuance of the warrants, Electrum Strategic Resources L.P. has the option to acquire an additional 6,375,000 NOVAGOLD common shares. Assuming the exercise or conversion by only Electrum Strategic Resources L.P. and its joint actors of securities that may be exercised for or converted into NOVAGOLD common shares within 60 days following the date hereof (including the warrants issued to NOVAGOLD under the Backstop Agreement), Electrum Strategic Resources L.P. and its joint actors now beneficially own or exercise control and direction over an aggregate of 91,565,396 NOVAGOLD common shares representing 26.82% of NOVAGOLD's outstanding common shares (partially diluted). If the Investors are also required to fund their full commitments under the Backstop Agreement,  Electrum Strategic Resources L.P. and its joint actors will have acquired an additional 20,541,667 NOVAGOLD common shares in aggregate pursuant to the Backstop Agreement (comprised of 14,166,667 common shares and 6,375,000 common shares issuable on the exercise of its warrants), resulting in Electrum Strategic Resources L.P. and its joint actors beneficially owning or exercising control and direction over an aggregate of 105,732,063 NOVAGOLD common shares representing 26.57% of NOVAGOLD's outstanding common shares (partially diluted). 

Electrum holds the foregoing NOVAGOLD common shares and warrants for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership of NOVAGOLD securities whether in the open market, by privately negotiated agreement or otherwise. Electrum Strategic Resources L.P. is a Delaware limited partnership whose principal business is to invest in securities and other assets, directly and indirectly. Its head office is located at 600 Fifth Ave., 24th Floor New York, NY 10020, USA. All amounts are in U.S. dollars unless otherwise stated.

The foregoing disclosure regarding Electrum's holdings is being disseminated pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators.  An early warning report updating information disclosed in a previous report is being filed by Electrum under NOVAGOLD's SEDAR+ profile at www.sedarplus.com and a copy of this early warning report may also be obtained by contacting Electrum.

SOURCE Electrum Strategic Resources L.P.