NovaGold completes offering and concludes agreement with Tahltan Nation

Date Closed: 2/08/2006

Value: US$175.7 million

On February 8, 2006, NovaGold Resources Inc., a company engaged in the exploration of mineral properties in Alaska and Western Canada, completed a public offering of 14,950,000 of its common shares at a price of $13.43 per common share for gross proceeds of approximately $200 million. The public offering was made pursuant to a prospectus filed in both Canada and the United States under the multijurisdictional disclosure system. NovaGold’s common shares are listed for trading on the Toronto Stock Exchange and on the American Stock Exchange. NovaGold intends to use the net proceeds of approximately $189 million on exploration and development work on its Galore Creek, Donlin Creek, Rock Creek and Ambler projects and for general corporate purposes. Citigroup Global Markets Inc., Bear, Stearns&Co. Inc. and RBC Dominion Securities Inc. were joint bookrunners for the transaction. On February 13, 2006, NovaGold Canada Inc, a wholly-owned subsidiary of NovaGold, and the Tahltan Central Council, on behalf of the Tahltan Nation, entered into a comprehensive participation agreement to support the development of NovaGold’s Galore Creek Project in northwestern British Columbia. The agreement commits both parties to working collaboratively throughout the environmental assessment review and the permitting process for Galore Creek and will remain in effect throughout the life of the Galore Creek Project. The Tahltan agreement will allow NovaGold and the Tahltan to jointly advance the Galore Creek Project toward the mutual objective of commencing project construction in early 2007. The agreement will benefit the Tahltan by maximizing training and employment of Tahltan members, providing access to Tahltan businesses for the supply of goods and services, and by establishing substantial financial contributions by NovaGold to the Tahltan Heritage Trust Fund created to mitigate any adverse social and cultural impacts of mine developments.

BLG represented the underwriters in Canada on the public offering with a team that was led by Eric Doherty.