NG 10-K & 10-Q changes, risk factors and insider trading
Novagold Resources Inc. · NYSE · Gold And Silver Ores · CIK 1173420 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Despite our ownership of 60% of the membership interests of Donlin Gold, our voting interests are contractually reduced in the A&R LLC Agreement.”
New heading “We identified a deficiency in our disclosure controls and procedures in the quarter ended August 31, 2025 which has been remediated. If we fail to maintain an effective system of disclosure controls, our ability to produce timely and accurate public disclosure or comply with applicable laws and regulations could be impeded.”
Removed heading “We may choose to proceed with a feasibility study for the Donlin Gold project without the participation of the co-owner, which would require significant management time and additional capital resources.”
Largest changes
“We identified a deficiency in our disclosure controls and procedures in the quarter ended August 31, 2025 which has been remediated. If we fail to maintain an effective system of disclosure controls, our ability to produce timely and accurate public disclosure or comply with applicable laws and regulations could be impeded.”see in full comparison
“We may choose to proceed with a feasibility study for the Donlin Gold project without the participation of the co-owner, which would require significant management time and additional capital resources.”see in full comparison
“Despite our ownership of 60% of the membership interests of Donlin Gold, our voting interests are contractually reduced in the A&R LLC Agreement.”see in full comparison
“Consistent with the limited liability company agreement with Barrick Gold U.S. Inc. and Donlin Gold dated December 1, 2007, as amended from time to time, the funding for Donlin Gold is shared by both parties based on their percentage ownership. For example, since NOVAGOLD Resources Alaska, Inc. (“NGRA”) holds 60% of the membership interests of Donlin Gold, it will have the responsibility to fund 60% of the expenses of Donlin Gold; however, even though Paulson holds 40% of Donlin Gold, the parties have equal governance rights. …”see in full comparison
U.S. Holders (as defined below under Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “Certain United States Federal Income Tax Considerations for U.S. Holders – U.S. Holders”) should be aware that the Company believes that it was a PFIC (as defined below under Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “Certain United States Federal Income Tax Considerations for U.S. Holders – Passive Foreign Investment Company Rules”) for the fiscal year ended November 30,see in full comparison2024,2025, and based on current business plans and financial expectations, may be a PFIC in the current tax year and future tax years. If the Company is a PFIC for any year during a U.S. Holder’s holdingperiod,period of common shares, then such U.S. Holder generally will be required to treat any gain realized upon a disposition of the common sharesandor any so-called “excess distribution” received on its common shares as ordinary income, and to pay an interest charge on a portion of such gain ordistributions,distribution.unlessIn certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S.HolderHolder. Subject to certain limitations, these tax consequences may be mitigated if a U.S. taxpayer makes a timely and effective QEF Election oraMark-to-Market Election (each as defined below under Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “Certain United States Federal Income Tax Considerations for U.S. Holders – Default PFIC Rules under Section 1291 of the Code”). A U.S. Holder who makes a timely and effective QEF Election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. A U.S. Holder who makesthea Mark-to-Market Election in respect of its common shares generally must include as ordinary income each year the excess of the fair market value of the common shares over the U.S. Holder’s tax basis therein. This paragraph is qualified in its entirety by the discussion below under Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “Certain United States Federal Income Tax Considerations for U.S. Holders.” Each U.S. Holder should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.
Our ability to continue the exploration,see in full comparisonpermitting, development,permitting and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project, to fund construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing.
Full comparison: every changed paragraph (25)
The Donlin Gold project is not in production or currently under construction, and we have no ongoing mining operations or revenue from mining operations. Mineral exploration and development has a high degree of risk and few properties that are explored are ultimately developed into producing mines. The future development of the Donlin Gold project will require obtaininghaving the necessary permits and financing in place to support the construction and ongoing operation of mines, processing plants and related infrastructure. As a result, we are subject to all of the risks associated with establishing new mining operations and business enterprises, including:
The costs, timing and complexities of mine construction and development are increased by the remote location of our mineral properties, with additional challenges related thereto, including access, water and power supply, and other support infrastructure. Cost estimates may increase significantly as more detailed engineering work and studies are completed on a project.completed. New mining operations commonly experience unexpected costs, problems and delays during development, construction, and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, there are no assurances that our activities will result in profitable mining operations, or that we will successfully establish mining operations, or profitably produce precious metals at the Donlin Gold project.
Our success with respect to the Donlin Gold project depends on the cooperation of athe thirdco-owner partyof withDonlin whomGold. weWe have an agreement; wecurrently hold a 50%60% economic interest in Donlin Gold and the remaining 50%40% economic interest is held by thea third party that is not under our control or direction. WeFurthermore, aregovernance of Donlin Gold is shared on an equal basis, so we will continue to be dependent on the cooperation of a third party for the progress and development of the Donlin Gold project. The third party may have different priorities which could impact the timing and cost of development of the Donlin Gold project. If the third party defaults on its agreementagreements with us, with or without our knowledge, it may put the mineral property and related assets at risk. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our ability to achieve our business plan, profitability, or the viability of our interests held with the third party, which could have a material adverse impact on our business, future cash flows, earnings, results of operations and financial condition: (i) disagreement with the third party on how to develop and operate the Donlin Gold project efficiently; (ii) inabilitydisagreement towith exertthe influencethird overparty on certain strategic decisions made in respect of the jointly-held Donlin Gold project; (iii) inability of the third party to meet itstheir obligations to theDonlin joint businessGold or other parties; and (iv) litigation with the third party regarding joint business matters.
Despite our ownership of 60% of the membership interests of Donlin Gold, our voting interests are contractually reduced in the A&R LLC Agreement.
Consistent with the limited liability company agreement with Barrick Gold U.S. Inc. and Donlin Gold dated December 1, 2007, as amended from time to time, the funding for Donlin Gold is shared by both parties based on their percentage ownership. For example, since NOVAGOLD Resources Alaska, Inc. (“NGRA”) holds 60% of the membership interests of Donlin Gold, it will have the responsibility to fund 60% of the expenses of Donlin Gold; however, even though Paulson holds 40% of Donlin Gold, the parties have equal governance rights. This adjustment to the parties’ voting interests as set forth in the amended and restated limited liability company agreement entered into by NGRA, Donlin Holdings and Donlin Gold means that (i) NGRA’s voting percentage interests are defined as its participating interest from time to time less an absolute 10% and (ii) Paulson’s voting percentage interests are defined as its participating interest from time to time plus an absolute 10%. For this reason, even though NGRA holds 60% of the membership interests of Donlin Gold, the Company has a 50% voting interest at Donlin Gold, not 60%. These reduced voting rights may decrease the value attributed to our interest in Donlin Gold and reduces our ability to assert our proportionate rights at the project.
We identified a deficiency in our disclosure controls and procedures in the quarter ended August 31, 2025 which has been remediated. If we fail to maintain an effective system of disclosure controls, our ability to produce timely and accurate public disclosure or comply with applicable laws and regulations could be impeded.
During the quarter ended August 31, 2025, we did not timely file a Current Report on Form 8-K with respect to the resignation of a member of our Board of Directors. During the quarter, the Company took remedial action including (i) revising our written policies with respect to director and named executive officer resignation to require that resignations be tendered to specified personnel and (ii) instituting additional training on disclosure controls and procedures, particularly with respect to Form 8-K compliance, for members of the Board of Directors. We cannot be certain that the measures we have taken to date, and actions we may take in the future, will be sufficient to prevent or avoid potential future disclosure failures. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business or otherwise. Further, weaknesses in our disclosure controls may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may impact our ability to access capital markets on a timely basis, which may result in investors losing confidence in the accuracy and completeness of our periodic reports and adversely affect the market price of our common shares. As a result of the delinquent filing of the Form 8-K, we will not be eligible to use Form S-3 to register our securities with the SEC until July 2026.
We may choose to proceed with a feasibility study for the Donlin Gold project without the participation of the co-owner, which would require significant management time and additional capital resources.
Although proposed by NOVAGOLD, currently the owners have not agreed to commence an updated feasibility study. The Company may choose to proceed with a feasibility study for the Donlin Gold project on its own without the participation of the co-owner, although the Company has not yet made a determination to do so. Embarking on a feasibility study is an endeavor requiring significant funding and staffing. We expect a feasibility study would take approximately two years to complete once commenced and would require significant management time and attention. In addition, if the Company ultimately decides to proceed with its own feasibility study for the Donlin Gold project, the Company will be required to raise additional capital through means such as equity and/or debt financing to successfully complete the feasibility study. There can be no assurance that the Company could raise the required capital on terms favorable to it, or at all.
Our ability to continue the exploration, permitting, development,permitting and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project, to fund construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing.
We have limited financial resources. We will need external financing to developcontinue the exploration, permitting, and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project and to construct and ultimately operate the Donlin Gold project. AccordingIn addition, according to the S-K 1300 Report (as defined below), the total initial capital cost estimate for the Donlin Gold project is approximately $7,402$9,233 million which includes the costs related to the natural gas pipeline (100% basis). These cost estimates may change materially as our studies are updated. Our failure to obtain sufficient financing could result in the delay or indefinite postponement of the completion of the Bankable Feasibility Study or exploration, development, construction, or production at the Donlin Gold project. The cost and terms of such financing may significantly reduce the expected benefits from development of the Donlin Gold project and/or render such development uneconomic. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be favorable. Our failure to obtain financing could have a material adverse effect on our growth strategy and results of operations and financial condition.
The capital costs to take the Donlin Gold project into production may be significantly higher than anticipated. As a result of the content updates included in the 20212025 Technical Report (as defined below) and S-K2025 1300Technical Report,Report Summary (as defined below), the total initial capital cost estimate for the Donlin Gold project is $7,402$9,233 million and the total sustaining capital estimate is $1,723$2,325 million.
Unless otherwise indicated, mineralization quantities presented in this Annual Report on Form 10-K and in our other filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by our personnel and independent professionals. In addition, these estimates are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis,analysis whichavailable at the time of the estimate, and may provechange towith befurther unreliable. There can be no assurance that:work.
Because we have not commenced commercial production at the Donlin Gold project, mineralizationmineral resource estimates may require adjustments, including potential downward revisions based upon further exploration or development work, actual production experience, or changes in the price of gold. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that the percentage of minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or at production scale.
Mineral resource estimates for mineral properties that have not commenced production are based, in many instances, on limited and widely spaced drill hole information, which is not necessarily indicative of the conditions between and around drill holes. Accordingly, such mineral resource estimates may require revision as more drilling information becomes available or as actual production experience is gained. No assurance can be given that any part or all of our mineral resources constitute or will be converted into reserves.
The estimating of mineral reserves and mineral resources is a subjective process that relies on the judgment and experience of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource and reserve estimates are imprecise and depend, to a certain extent, upon analysis of drilling results and statistical inferences that may ultimately prove to be inaccurate. There can be no assurances that actual results will meet the estimates contained in studies.
Estimated mineral reserves or mineral resources may have to be recalculatedrevised based on changes in metal prices, further exploration or development activity, or actual production experience. In addition, if production costs increase, recovery rates decrease, if applicable laws and regulations are adversely changed, there is no assurance that the anticipated level of recovery will be realized or that mineral reserves or mineral resources as currently reported can be mined or processed profitably. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral reserve or mineral resource estimates. The extent to which mineral resources may ultimately be reclassified as mineral reserves is dependent upon the demonstration of their profitable recovery. Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing a mineral property into production and a mineral property’s return on capital. We cannot provide assurance that mineralizationmineral resources identified at the Donlin Gold project can or will be mined or processed profitably.
The mineral resource and mineral reserve estimates contained in this Annual Report on Form 10-K have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold may render portions of our mineralizationmineral resource uneconomic and result in reduced reported mineralization.mineral resources. Any material reductions in estimates of mineralization,mineral resources, or of our ability to extract thisthese mineralization,mineral resources, could have a material adverse effect on our ability to implement our business strategy, the results of operations or our financial condition.
We have established the presence of proven and probable mineral reserves at the Donlin Gold project in accordance with the disclosure definition and standards contained in S-K 1300 (as defined below) and in National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).43-101. There can be no assurance that additional mineral resources will ultimately be reclassified as mineral reserves. The failure to increase mineral reserves could restrict our ability to successfully implement our strategies for long-term growth and could impact future cash flows, earnings, results of operation and financial condition.
Access to the Donlin Gold project is limited and there is no infrastructure that serves the project area. An approximately 507-kilometer natural gas pipeline is needed to supply fuel to the proposed on-site generating plant to provide power for the Donlin Gold project. The proposed pipeline would traverse generally undeveloped areas in Alaska that are difficult to access. Transportation of most of the supplies needed to construct and operate the Donlin Gold project would be accomplished by barging materials on the Kuskokwim River during the annual shipping season which typically occurs from late April to mid-October. Two ports would be needed on the Kuskokwim River, the first located in Bethel, Alaska, where ocean barges would transition materials to river barges; and the second located approximately 320312 kilometers upriver from Bethel. A 48-kilometer44-kilometer access road from the upriver port to the project site is needed to deliver the materials. Additionally, a 1,500-meteran airstrip would be built to provide year-round access to the project. Terrain, geologic conditions, ground conditions, steep slopes, river levels, ice breakup, weather, climate change impacts and other natural conditions that are beyond our control along the pipeline and transportation routes present design, permitting, construction, and operational challenges for the project. Cost and schedule estimates may increase significantly as more detailed engineering work, geotechnical and geological studies are completed.
The subsurface mineral and surface rights at the Donlin Gold project are owned by Calista and TKC, respectively, two Native corporations. Donlin Gold operates on these lands pursuant to a Miningmining Leaselease with Calista (the “Calista Lease”) and a Surface Use Agreement (“SUA”) with TKC. The ability of Donlin Gold to continue to explore and develop the Donlin Gold project depends upon its continued compliance with the terms and conditions of the Calista Lease and SUA. Furthermore, our ability to continue to explore and develop other mineral properties may be subject to agreements with other third parties, including agreements with Native corporations, for instance.
Land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) to minimize long termlong-term effects of land disturbance. Reclamation may include requirements to:
Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. We manage liquidity risk through regular cash flow forecasts to assess our current and future financial position as well as maintaining sufficient capital resources and a prudent capital structure. Accounts payable and accrued liabilities are due within one year from the balance sheet date.
The Company believes it was a passive foreign investment company (“PFIC”)for inits 2024fiscal year ended November 30, 2025 which could have negative tax consequences for U.S. investors.
U.S. Holders (as defined below under Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “Certain United States Federal Income Tax Considerations for U.S. Holders – U.S. Holders”) should be aware that the Company believes that it was a PFIC (as defined below under Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “Certain United States Federal Income Tax Considerations for U.S. Holders – Passive Foreign Investment Company Rules”) for the fiscal year ended November 30, 2024,2025, and based on current business plans and financial expectations, may be a PFIC in the current tax year and future tax years. If the Company is a PFIC for any year during a U.S. Holder’s holding period,period of common shares, then such U.S. Holder generally will be required to treat any gain realized upon a disposition of the common shares andor any so-called “excess distribution” received on its common shares as ordinary income, and to pay an interest charge on a portion of such gain or distributions,distribution. unlessIn certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. HolderHolder. Subject to certain limitations, these tax consequences may be mitigated if a U.S. taxpayer makes a timely and effective QEF Election or a Mark-to-Market Election (each as defined below under Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “Certain United States Federal Income Tax Considerations for U.S. Holders – Default PFIC Rules under Section 1291 of the Code”). A U.S. Holder who makes a timely and effective QEF Election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. A U.S. Holder who makes thea Mark-to-Market Election in respect of its common shares generally must include as ordinary income each year the excess of the fair market value of the common shares over the U.S. Holder’s tax basis therein. This paragraph is qualified in its entirety by the discussion below under Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “Certain United States Federal Income Tax Considerations for U.S. Holders.” Each U.S. Holder should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.
Management's Discussion & Analysis (MD&A)
New heading “Overview of Donlin Gold Transaction and Financing Activities During 2025”
New heading “Amended and Restated Limited Liability Company Agreement for Donlin Gold LLC”
New heading “Amended and Restated Promissory Note”
New heading “Backstop Agreement”
New heading “Public Offering and Concurrent Private Placement”
New heading “Functional Currency Change”
New heading “2025 Fourth Quarter Results”
Removed heading “Fourth quarter results”
Largest changes
“Donlin Gold continues to support a range of educational programs, including Crooked Creek’s Traditional Council Summer Youth Employment Program, Alaska Resource Education, collaborating with the Lower Kuskokwim School District to host an annual College & Career Fair, EXCEL Alaska, and Covenant House Alaska’s Bethel Jobs for American Graduates program, which helps high school graduates transition to postsecondary education and employment.”see in full comparison
“Amended and Restated Limited Liability Company Agreement for Donlin Gold LLC”see in full comparison
“Overview of Donlin Gold Transaction and Financing Activities During 2025”see in full comparison
“NOVAGOLD and Donlin Gold advanced key activities in 2025 to position the project to update technical work and cost estimates. Primary activities included 1) issuing a Request for Proposals (RFP) for its Bankable Feasibility Study (BFS) to top-tier engineering firms with the expertise to design what is expected to be the largest single gold mine in the United States. Proposals were received in October, and the Prime Contractor is expected to be selected in the first quarter of 2026. …”see in full comparison
“The Backstop Agreement further provided the Investors with registration rights, pursuant to which the Company had agreed to, among other things, file a registration statement with the SEC registering the resale of the Warrant Shares and to cause such registration statement to remain effective until the earlier of (a) three years from the issuance of the Subscribed Shares (which were not issued), (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 …”see in full comparison
“On May 7, 2025, the Company entered into an underwriting agreement related to a public offering of 47,850,000 of the Company’s common shares at a public offering price of $3.75 per share (the “Underwriting Agreement”). In addition, the Company granted the underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to 7,177,500 of additional common shares of the Company (the “Overallotment Option”). The net proceeds from the public offering were approximately $169.7 million. …”see in full comparison
Full comparison: every changed paragraph (97)
The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of NOVAGOLD RESOURCES INC., incorporated in British Columbia, Canada, and its subsidiaries (collectively, “NOVAGOLD,” the “Company,” “our” and “we”). This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this annual report. References herein to $ refer to United States dollars and C$ to Canadian dollars, except as otherwise specified.
Paulson Advantage Plus Master Ltd. and Paulson Partners LP (together, “Paulson”) are investment funds managed by Paulson Advisers LLC.
Paul Chilson, P.E., who is the Manager, Mine Engineering for NOVAGOLD and a “qualified person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Securities and Exchange Commission’s (“SEC”) current mining disclosure rules has approved the scientific and technical information contained herein.
Highlights
On June 3, 2025, NOVAGOLD and Paulson, through wholly-owned subsidiaries, completed the $1 billion acquisition of Barrick’s 50% interest in Donlin Gold (the “Donlin Gold Transaction”), increasing NOVAGOLD’s economic stake in Donlin Gold LLC (“Donlin Gold”) to 60%. Paulson’s subsidiary acquired the remaining 40% of Donlin Gold. Both owners have equal governance rights in Donlin Gold. The Donlin Gold Transaction marks a significant milestone in a long-term strategy to advance Donlin Gold. NOVAGOLD’s portion of the acquisition was funded through a combination of a public equity offering and a concurrent private placement.
NOVAGOLD closed a $195.2 million underwritten public offering (issuing approximately 48 million common shares in the second quarter and approximately 7.2 million common shares as part of the exercise of the overallotment option early in the third quarter), and a $64.4 million private placement (issuing approximately 17.2 million common shares in the second quarter), representing a total of $260.4 million (an aggregate of approximately 72.2 million common shares). NOVAGOLD purchased the additional 10% interest in Donlin Gold LLC with proceeds from the offerings and will use the balance of the funds from the offerings for general corporate purposes, including its share of expenses associated with advancing the Donlin Gold Bankable Feasibility Study (the “BFS”).
Company Overview
We operate in the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska. The Donlin Gold project is held by Donlin Gold LLC (“Donlin Gold”),Gold, a limited liability company which, following the closing of the Donlin Gold Transaction on June 3, 2025, is owned equally60% by a wholly-owned subsidiariessubsidiary of NOVAGOLD and Barrick.40% by a wholly-owned subsidiary of Paulson. While NOVAGOLD has a 60% economic interest in Donlin Gold, governance of Donlin Gold is shared equally by NOVAGOLD and Paulson. We record our interest in the Donlin Gold project as an equity investment, which results in our 50%60% share of Donlin Gold’s expenses being recorded in the income statement as an operating loss. The investment amount recorded on the balance sheet primarily represents unused funds advanced to Donlin Gold.
Our corporate goals include continuingcompleting the BFS and moving to advancea the Donlin Gold project toward asubsequent construction decision; maintaining support for Donlin Gold among the project’s stakeholders; promoting a strong safety, sustainability, and environmental culture; maintaining a favorable reputation of NOVAGOLD and the Donlin Gold project among shareholders; promoting strong community outreach and a sustainability culture; maintaining strong safety and environmental performance; and preservingmanaging athe healthyCompany’s balancetreasury sheet.effectively and efficiently. Our operations primarily relate to the delivery of project milestones, including the achievement of various technical, environmental, sustainable development, economic and legal objectives, obtaining necessary permits,permits completionand ofmaintaining feasibilitythose studies,received in good standing, advancement to a BFS, preparation of engineering designs and themaintaining financingsufficient capital resources to fund these objectives.
Overview of Donlin Gold Transaction and Financing Activities During 2025
As noted above, on June 3, 2025, the Company and Paulson, through wholly-owned subsidiaries, completed the Donlin Gold Transaction pursuant to the terms of the membership interest purchase agreement dated April 22, 2025 (the “MIPA”) among Barrick Gold U.S. Inc (“Barrick Gold”), Barrick, Paulson, Donlin Gold Holdings LLC, a subsidiary of Paulson (“Donlin Holdings”), and NOVAGOLD Resources Alaska, Inc. (“NGRA”), a subsidiary of the Company. NOVAGOLD, through NGRA, acquired an additional 10% interest in Donlin Gold for $200 million, increasing its stake to 60% of Donlin Gold, while Paulson, through Donlin Holdings, acquired the remaining 40% interest for $800 million.
Amended and Restated Limited Liability Company Agreement for Donlin Gold LLC
In connection with the closing of the Donlin Gold Transaction, NGRA, Donlin Holdings and Donlin Gold entered into an amended and restated limited liability company agreement (the “A&R LLC Agreement”) governing Donlin Gold, pursuant to which the Company and Paulson have equal governance rights. NGRA had previously entered into a limited liability company agreement with Barrick Gold and Donlin Gold (the “Prior LLC Agreement”) dated December 1, 2007, as amended from time to time. Pursuant to the terms of the A&R LLC Agreement, the primary amendments to the Prior LLC Agreement consist of the following:
Amended and Restated Promissory Note
Pursuant to the Prior LLC Agreement for Donlin Gold, the Company issued a promissory note to Barrick Gold to repay Barrick out of future mine production cash flow for a portion of Barrick’s prior expenditures on the Donlin Gold project. Concurrent with the Donlin Gold Transaction announcement on April 22, 2025, NOVAGOLD entered into a prepayment option agreement with Barrick, which provided the Company with an option to prepay the promissory note in full for $90 million prior to the closing of the Donlin Gold Transaction. The $90 million prepayment option was not exercised prior to closing. In connection with the closing of the Donlin Gold Transaction, on June 3, 2025 NGRA and Barrick Gold amended and restated the promissory note primarily to (i) modify the security package in order to exclude any property held by Donlin Gold or membership interest in Donlin Gold held by NGRA, but ensure it remains secured by NGRA’s right, title and interest to proceeds from Donlin Gold and (ii) provide the ability for NGRA to prepay and retire the promissory note for an aggregate of $100 million until December 3, 2026. In connection with the amended and restated promissory note, NGRA has made an irrevocable direction to Donlin Gold whereby Donlin Gold shall distribute to Barrick Gold, until the promissory note is fully repaid, 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. As per the amended and restated promissory note, the principal amount owed is $158.9 million.
Backstop Agreement
In order to ensure available financing for the Company’s $200 million obligation under the MIPA, funding commitments of up to $170 million were obtained from Electrum Strategic Resources L.P. (“Electrum”), Paulson, and Kopernik Global Investors, LLC, on behalf of investment funds and accounts managed by them (“Kopernik”, together with Electrum and Paulson, the “Investors”) pursuant to a backstop agreement dated April 22, 2025 (“Backstop Agreement”). Pursuant to the Backstop Agreement, the Investors agreed to purchase, on a non-brokered, private placement basis, up to $170 million in the Company’s common shares at $3.00 per share, representing up to 56,666,667 common shares in the aggregate.
While the Company did not exercise its rights provided by the Backstop Agreement, in consideration for entering into the Backstop Agreement, the Company issued an aggregate of 25,500,000 warrants to purchase the Company’s common shares (the “Warrants”), with each Warrant entitling the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price of $3.00 per Warrant Share for a period of five years from the date of issuance. The Warrants contain a “cashless exercise” feature, such that, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise of the Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in the Warrants. The Warrants were issued in the following amounts: (i) 12,750,000 Warrants to Paulson; (ii) 6,375,000 Warrants to Electrum; and (iii) 6,375,000 Warrants to Kopernik.
The Backstop Agreement further provided the Investors with registration rights, pursuant to which the Company had agreed to, among other things, file a registration statement with the SEC registering the resale of the Warrant Shares and to cause such registration statement to remain effective until the earlier of (a) three years from the issuance of the Subscribed Shares (which were not issued), (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. The Backstop Agreement also contained customary indemnification and other provisions customary for registration rights of this type. Pursuant to discussions with the Investors and the Placement Investors (as defined below), the Company may file a resale registration statement in the future upon request of such investors with respect to the Warrant Shares or common shares issued pursuant to the Subscription Agreement (as defined below).
Public Offering and Concurrent Private Placement
On May 7, 2025, the Company entered into an underwriting agreement related to a public offering of 47,850,000 of the Company’s common shares at a public offering price of $3.75 per share (the “Underwriting Agreement”). In addition, the Company granted the underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to 7,177,500 of additional common shares of the Company (the “Overallotment Option”). The net proceeds from the public offering were approximately $169.7 million. The Overallotment Option was exercised in full on June 5, 2025, bringing the total net proceeds to the Company for the public offering and the Overallotment Option to approximately $195.2 million after deducting the underwriting discount and offering expenses. The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Concurrently with the public offering announced in May 2025, the Company completed a private placement offering on May 9, 2025 of 17,173,853 common shares at a price equal to the public offering price for aggregate gross proceeds of approximately $64.4 million with Electrum and investments funds and accounts managed by Kopernik Global Investors, LLC (each a “Placement Investor”). The Company entered into a Subscription Agreement dated May 7, 2025 (the “Subscription Agreement”) with each of the Placement Investors setting out the terms of the concurrent private placement, which included similar resale registration rights as contained in the Backstop Agreement. The concurrent private placement closed on May 9, 2025.
NOVAGOLD and Donlin Gold advanced key activities in 2025 to position the project to update technical work and cost estimates. Primary activities included 1) issuing a Request for Proposals (RFP) for its Bankable Feasibility Study (BFS) to top-tier engineering firms with the expertise to design what is expected to be the largest single gold mine in the United States. Proposals were received in October, and the Prime Contractor is expected to be selected in the first quarter of 2026. RFPs were also issued in the fourth quarter of 2025 for specialist contractors for the power plant, pipeline, and pressure oxidation and oxygen plant scopes of work; and 2) mine planning and resource conversion advanced through the completion of an 18,454-meter 2025 drill program. The work targeted three core objectives: grid drilling to refine mine planning parameters, in-pit exploration to strengthen geological modelling and resource conversion, and geotechnical drilling to inform the updated resource model, mine planning and assess sites for the planned port access road. The program was successfully executed by a site team of approximately 80 locally hired staff and external contractors, with results providing critical inputs for engineering, mine planning, and resource modelling.
To support the advancement of the BFS and move the project toward development, management has identified key project requirements and commenced recruiting for critical positions. Donlin Gold hired Frank Arcese as Project Director. Frank brings more than four decades of global project leadership to Donlin Gold and has deep experience in the execution of large-scale mining capital projects in both the U.S. and international jurisdictions. Most recently, he served as Capital Projects Business Leader for North and South American mining operations at WSP Global Inc., and Engineering, Procurement and Construction Management (EPCM) firm. Prior to that, he acted as Project Director on multiple large mining and power plant project for Rio Tinto across the U.S., Mongolia, China, Australia, and Argentina, and brings extensive expertise in managing projects in remote environments, such as Teck Resource’s original Quebrada Blanca in Chile, BHP’s Escondida Phase 3 and SX-EW Plant in Chile, and recently Rio Tinto’s Rincon 3000 Lithium Project in Argentina.
Donlin Gold advanced key activities in 2024 to position the project to update technical work and cost estimates. Principal activities included the substantial completion of metallurgical test work at a pilot plant in Ontario, Canada to confirm proposed optimizations to the flowsheet, field and geochemical data collection to continue updating source characteristics for groundwater and surface water models for both operational and closure planning, as well as advancement of the Donlin Gold resource model. Results derived from the considerable technical work performed over these past twelve months will serve as inputs into updated feasibility work.
The Donlin Gold board must approve anthe updated feasibility study,BFS, construction program and budget before the Donlin Gold project can be developed. The timing of the required engineering work and the Donlin Gold board’s approval of an updated feasibility study, construction program and budget, the receipt of all required governmental permits and approvals, and the availability of financing, commodity price fluctuations, risks related to market events and general economic conditions among other factors, will affect the timing of and whether to develop the Donlin Gold project. Among other reasons, project delays could occur due to public opposition, litigation challenging permit decisions, requests for additional information or analysis, limitations in agency staff resources during regulatory review and permitting, or project changes made by Donlin Gold.
In collaboration with Calista Corporation (“Calista”) and The Kuskokwim Corporation (TKC), Donlin Gold LLC had engagement with local communities, stakeholders, and government representatives across the Y-K region, Alaska, and Washington, D.C., advancing project development and permitting. Our longstanding outreach efforts — includes decades of work with 62 Y-K region communities and has strengthened relationships, created knowledge-sharing opportunities, reinforced the project’s social license, and built considerable trust. The company and the Donlin Gold team remain committed to advancing the project responsibly through transparent, respectful, and lasting partnerships and engagement with both community and government entities.
To support these efforts, Donlin Gold maintained frequent engagement with numerous stakeholders throughout the Y-K region, Alaska, and Washington D.C. In 2025, NOVAGOLD and Donlin Gold staff traveled to Juneau and Washington, D.C., to meet with Alaska’s state legislators, the U.S. congressional delegations and staff, Federal officials, the Federal Permitting Council, and the National Security Council to provide project updates and its importance to Alaska and the Y-K region, discuss energy needs, and highlight the State’s environmental standards. Donlin Gold’s new General Manager and other team members also met with Governor Mike Dunleavy, Department of Interior representatives, Karen Kelleher, Alaska’s Bureau of Land Management acting Director, and other industry officials for an introduction and project update. Meetings also took place with former Alaska state legislators Senator Hughes, Representative Kopp, Representative Coulombe, and Representative Jimmie during the Donlin Gold’s Alaska Federation of Natives reception.
Donlin Gold hosted the fourth and fifth Subsistence Community Advisory Committee meetings in Anchorage and at the project site, offering a deep dive in different areas of the project’s development and operations, including camp and facility tours, as well as aquatic resources monitoring, and Snow Gulch restoration work.
Additionally, site tours were held with stakeholders, investors, and analysts, followed by the owners’ tour which included meetings with principal stakeholders, including Alaska Native landowners, government agencies, engineering firms, and logistics providers and other pivotal parties with the capacity and experience to support critical project infrastructure as Donlin Gold advances the BFS and development activities that follow its construction decision.
Donlin Gold and NOVAGOLD staff traveled to Crooked Creek on several occasions to meet with community members to share information and answer questions from attendees about the Donlin Gold project. Additionally, Donlin Gold and Calista traveled to Crooked Creek and Aniak to provide project updates.
As part of the owners’ site tour last summer, meetings were held with key Alaska government officials – including Governor Mike Dunleavy, former Department of Natural Resources Commissioner John Boyle, and former Revenue Commissioner Adam Crum among others – to introduce the new Donlin Gold ownership and to discuss shared priorities between the State of Alaska and the project. In addition, a series of discussions were held with natural gas pipeline developers to explore opportunities benefiting the project and its stakeholders.
Additionally, Donlin Gold hosted a site tour for State of Alaska representatives, state directors for all three U.S. delegation offices, and RDC staff. Donlin Gold also hosted an additional tour including staff from the offices of Senator Lisa Murkowski, Senator Dan Sullivan, and Representative Senator Nick Begich, as well as a Calista intern. The Donlin Gold team met with Representative Begich in Aniak, followed by the Director of the Bureau of Land Management and his staff in Alaska.
Representatives from Donlin Gold, Paulson and NOVAGOLD, as well as Alaska Gov. Mike Dunleavy participated in a keynote luncheon panel on the Donlin Gold project during the Alaska Miners Association Convention. Panelists discussed the project’s ongoing development, its importance to Alaska and the Y-K region, and how close collaboration among partners and stakeholders is advancing the project responsibly. During the Alaska Miners Association Convention, Donlin Gold’s Permitting and Environmental Manager Enric Fernandez was awarded the Alaska Miners Association Environmental Stewardship Award while the Donlin Gold team received the Alaska Miners Association Hard Hat Safety award – recognizing the team’s outstanding dedication to safety, teamwork and care for one another.
In collaboration with Calista and TKC, Donlin Gold actively engages stakeholders and governments in the Y-K region, Alaska and Washington, D.C. The project’s location on private lands selected under the 1971 Alaska Native Claims Settlement Act is a significant feature, setting it apart from most other mining assets in Alaska and guiding our outreach efforts. Donlin Gold’s enduring partnerships with Calista and TKC are pivotal in facilitating comprehensive outreach throughout the Y-K region.
Our outreach in Alaska, particularly in the Y-K region, and in Washington, D.C., has strengthened community engagement and reinforces the project’s social license. The Company appreciates the diligent contributions of the Donlin Gold team, partners, and stakeholders, and remains dedicated to developing the project to its full potential. In collaboration with Calista and TKC, the mineral and surface rights holders, Donlin Gold LLC has made significant strides in local community and government engagement across the Y-K region, Alaska, and Washington, D.C., including advancing the project’s development and permitting efforts. Over decades, our commitment to engaging with the 62 stakeholder communities in the Y-K region has built meaningful relationships, enhanced investment, and reinforced our social license. This longstanding dedication underscores the approach of the Donlin Gold project and its partners, Calista and TKC, to foster robust relationships with both local communities and governmental entities built on trust, transparency, respect and partnership.
To that end, Donlin Gold led numerous projects and activities in 2024. Calista, TKC, and Donlin Gold hosted public Open Houses in Anchorage, Bethel, and Crooked Creek providing Alaskans and local residents with the opportunity to learn more about the project and to engage in open and transparent discussions. Donlin Gold hosted a project site tour for a group of residents from Crooked Creek and Georgetown which are the project’s closest neighboring villages.
NOVAGOLD remains committed to stakeholder engagement and community development working closely with Tribal communities and Alaska Native Corporations to identify needs and collaboratively develop solutions that enhance and uplift communities, fostering sustainable growth and shared prosperity for future generations. To that end, NOVAGOLD representatives were on the ground in Alaska providing extensive support to the Donlin Gold team in their outreach efforts. Donlin Gold established three additional Shared Values Statements for a total of 18, which formalize Donlin Gold’s ongoing engagement with local communities, reinforce existing long-term relationships, and address specific community needs. In 2024, over 12,000 direct engagements were conducted with key stakeholders.
Donlin Gold, Calista, and TKC held two Subsistence Community Advisory Committee ("SCAC") meetings in 2024, the first in Aniak and second in Anchorage. This committee, which is composed of people from the Y-K region, reflects the ongoing commitment to establishing a structured process for communication, dialogue, problem-solving, and gathering input from the broader community on subsistence matters throughout the life of the project. The SCAC committee provides a forum for sharing information, questions and ideas from the communities in the Y-K region with Donlin Gold, Calista and TKC, as well as bringing information about the project back to their respective communities.
NOVAGOLD is committed to education, community wellness, cultural preservation, ecological stewardship, and best practices that enhance the economic, health, and social well-being of our employees, the people of the Y-K region, and surrounding communities. Donlin Gold supports these efforts through fisheries studies, environmental activities, subsistence initiatives, and grants, while recognizing the importance of the region’s traditions and subsistence way of life, where environmental health is paramount.
Meaningful collaboration was deepened with the Native Village of Napaimute, with Donlin Gold extending financial assistance to maintain the Kuskokwim River Ice Road — a pivotal winter infrastructure that ensures the safe transport of residents to community events and serves as a conduit of economic activity for the Kuskokwim River communities. Additionally, Donlin Gold pursued its support of and participation in the Alaska Safe Riders initiative, which promotes the secure use of snowmachines, all-terrain vehicles, and recreational off-road vehicles. Financial assistance was also provided to Camp Fire Alaska, an organization dedicated to offering summer camps and programs to youth in rural communities across Alaska. Activities included music, sports, science, field trips, and numerous outdoor recreation opportunities.
Donlin Gold continued its participation and support of the Kuskokwim River summer safety Program with NOVAGOLD team members, traveling with 2019 Iditarod champion and Donlin Gold employee, Pete Kaiser. Together, they visited seven villages in the Y-K region to distribute life jackets and promote water safety among local residents. That same month, Donlin Gold extended its support to 47 communities for the annual “Clean-up Greenup” program.
NOVAGOLD and Donlin Gold also provided financial support to the Alaska Community Foundation to aid community recovery efforts in the region following Typhoon Halong. They also partnered with the AVCP Regional Housing Authority to provide generators and insulation.
Over the year, Donlin Gold further engaged in a variety of community events and initiatives that celebrate cultural preservation, strengthen stakeholder relationships, and promote the economic and social well-being of the Y-K region. These included Calista’s Shareholder Relations Committee meetings, the Alaska Federation of Natives convention, village gatherings such as Napaimute’s annual event, Nikolai Elder Food Program and School Carnival, RuralCap McGrath’s Bluegrass Festival, the Alaska Native Heritage Center’s 2025 Garden Party, the Aniak Traditional Council Annual Fair, Kalskag’s Culture Camp, Calista’s Golf Tournament, the Kwethluk Church Event, and the Napaskiak Summer Festival.
Donlin Gold continues to support a range of educational programs, including Crooked Creek’s Traditional Council Summer Youth Employment Program, Alaska Resource Education, collaborating with the Lower Kuskokwim School District to host an annual College & Career Fair, EXCEL Alaska, and Covenant House Alaska’s Bethel Jobs for American Graduates program, which helps high school graduates transition to postsecondary education and employment.
Throughout the year, Donlin Gold supported local sports initiatives, including the Alaska School Activities Association, Special Olympics Alaska, the Donlin Gold Invitational Basketball Tournament at Bethel Regional High School, The Iditarod Sled Dog Trail Race, Iron Dog Race and Y-K mushers Isaac Underwood, Mike Williams Jr., and Pete Kaiser.
Donlin Gold also continued to build on the progress of its aquatic habitat restoration project at Snow Gulch, which began in 2021 and is improving access and habitat for resident fish in areas affected by historic placer mining. Further development and restoration of the inlet channel were carried out in 2025 to help restore natural habitat conditions in support of aquatic life.
Recognizing the importance of ecological stewardship in the Y-K region, since mid-2023, Donlin Gold has intensified efforts with our Alaska Native Corporation partners to monitor, survey and engage in the dialogue on salmon fisheries in the Kuskokwim and Yukon River watersheds. In 2024, Donlin Gold launched a salmon smolt monitoring program on the George River, a tributary of the Kuskokwim River, in partnership with the Native Village of Napaimute to assess smolt health and migration patterns — an initiative that will continue into 2025. Restoration of a portion of the historic Lyman placer site, which included significant stream and pond habitat creation, including aquatic life access and use, was completed in 2024. Aquatic restoration work on a reach of Snow Gulch previously disturbed by historic mining will start in 2025.
In addition, Donlin Gold’s “In It for The Long Haul” Backhaul Program, a long-standing initiative to collect and safely dispose of hazardous household electronic waste, including appliances, from Y-K villages, recycled approximately 140,000 pounds of material in 2024, for an impressive total of approximately 803,000 pounds of hazardous materials removed from the Y-K region since the program began in 2018.
Donlin Gold’s partnership with the Crooked Creek Traditional Council has supported the Summer Youth Employment program, providing local youth with hands-on experience in various work environments while also assisting Elders. The Donlin Gold project continued sponsoring the RurAL CAP Elder Mentor Program, which connects youth with Elders to foster intergenerational knowledge and support academic engagement and school readiness across the State. Donlin Gold also shipped dictionaries to all school districts in the Y-K region for third graders as part of The Dictionary Project, a national effort to promote literacy and creative thinkers, a project they have participated in annually since 2012.
Donlin Gold has also reaffirmed its commitment to the Alaska School Activities Association, supporting high school-level athletic, academic, and fine arts programs statewide. Donlin Gold’s ongoing financial contributions highlight our steadfast dedication to enhancing educational and extracurricular opportunities for students throughout Alaska.
Donlin Gold is a federally permitted project on private land designated for mining activities by Calista Corporation, owner of the mineral rights, and The Kuskokwim Corporation (TKC) owner of the surface estate. Permitting in Alaska is a substantial undertaking supported by a diligent, thorough, transparent, and inclusive process for all involved, including stakeholders from the Y-K region.
Comments from ADNR on the preliminary design packages are anticipated in 2026. BGC Engineering has been appointed as the contractor for the Detailed Design Packages. The Detailed Design Packages are anticipated to be completed by the end of 2026/early 2027 with potential issuance of the Dam Safety Certificates in 2028.
The preliminary design packages for Dam Safety Certification were submitted to the ADNR in 2024. Comments from the ADNR on the Dam Safety Certification preliminary design packages are anticipated in 2025 with potential issuance of the Certification in 2026/2027.
The Alaska Pollutant Discharge Elimination System permit, which was originally set to expire in 2023, as well as the Waste Management Permit, which was set to expire in January 2024, are administratively extended by the Alaska Department of Environmental Conservation until renewed. The Reclamation Plan, which was also set to expire in 2024, is administratively extended until 2027.
Donlin Gold applied for and received an 18-month extension of the construction deadline on its air quality permit through July 2026.
In September 2022, thirteen tribes sent letters to the Corps and the EPA. The letter to the Corps requests that it consider requiring an EIS on the Donlin Gold project and revoke the Clean Water Act Section 404 permit (the “404 permit”) in light of what the tribes consider “new information” since the final EIS was issued in 2018. Additionally, the EPA letter requested that it initiate a Clean Water Act Section 404(c) veto process for the Donlin Gold project. In early January 2023, Donlin Gold and Calista both submitted responses to the Corps on why the requests to prepare a supplemental EIS or revoke the 404 permit should not be granted. In January 2023, Donlin Gold also provided a response to the EPA describing why the agency should not initiate a 404(c) process. To date, neither the Corps nor EPA has responded to the tribes’ letters.
On June 28, 2021, Earthjustice representing Orutsararmiut Native Council (“ONC”) filed an appeal of the ADEC Commissioner’s decision upholding the ADEC’s Clean Water Act Section 401 water quality certification in Alaska Superior Court. In December 2021, at the request of the State of Alaska and Donlin Gold, the Alaska Superior Court suspended the case and remanded it to ADEC to allow for consideration of additional technical materials on mercury and temperature. After an administrative process, the Commissioner reaffirmed ADEC’s issuance of the 401 Certification on August 18, 2023. The suspension of the previously filed Alaska Superior Court case was then lifted and Earthjustice filed its opening brief with the Alaska Superior Court in January 2024. Briefing is complete and oral arguments were held on August 30, 2024. A decision is anticipated from the Alaska Superior Court in 2025.
On September 20, 2021, Earthjustice, representing ONC, Cook Inletkeeper, and three Y-K villages, filed an appeal of the State pipeline ROW authorization in Alaska Superior Court. On April 12, 2023, the Alaska Superior Court affirmed ADNR’sthe Alaska Department of Natural Resources’ (“ADNR”) issuance of the ROW lease in the Earthjustice case. Earthjustice appealed the Superior Court’s decision to the Alaska Supreme Court. On May 25, 2022, Earthjustice, representing ONC and five Y-K villages, filed an appeal of ADNR’s issuance of certain water rights permits to Donlin Gold in Alaska Superior Court. After briefing and oral argument, on September 1, 2023, the Alaska Superior Court affirmed ADNR’s decision on Donlin Gold’s water rights permits. On October 2, 2023, Earthjustice appealed the Superior Court’s decision to the Alaska Supreme Court. Earthjustice’s opening brief was submitted to the Alaska Supreme Court on January 4, 2024. Response briefs from the State of Alaska and Donlin Gold were completed in April 2024, and Earthjustice subsequently filed their reply brief in May 2024. Briefing on Earthjustice’s appeal of the Alaska Superior Court affirmation of ADNR’s issuance of the State pipeline ROW lease to the Alaska Supreme Court was completed in February 2024. OralOn argumentsNovember for14, 2025, Donlin Gold welcomed the Alaska Supreme Court’s decision affirming both the project’s water rights permits for the mine and the Department of Natural Resources’ approval of the State’s ROW for the state-owned lands portion of the proposed 316-mile natural gas pipeline. The ruling validates the State pipelineof ROWAlaska’s werethorough heldreview November 12, 2024,process and areinforces decisionthat isthe anticipatedproject can move forward in 2025.a manner that safeguards the lands, waters, and communities of the Yukon-Kuskokwim and southcentral regions.
NOVAGOLD continues to support the State of Alaska in defending the Department of Environmental Conservation’s (“ADEC”) Clean Water Act Section 401 Water Quality Certification (“401 Certification”), which is the only remaining challenge to Donlin Gold’s permits in state court. On May 6, 2025, the Alaska Superior Court upheld ADEC’s issuance of the 401 Certification. Earthjustice filed an appeal in the Alaska Supreme Court and filed their opening brief on September 16, 2025. Donlin Gold’s and the State of Alaska’s briefs were filed on November 25, 2025, and Earthjustice’s reply brief was filed on January 9, 2026.
What changed in the latest 10-Q
Risk Factors
Largest changes
Except as set forth below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K. For risk factors related to the Transactions, please see the definitive proxy statement and management information circular filed with the SEC on October 5, 2026. The risk factors in our Annual Report on Form 10-K, in addition to the other information set forth in this quarterly report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.see in full comparison
Full comparison: every changed paragraph (1)
Except as set forth below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K. For risk factors related to the Transactions, please see the definitive proxy statement and management information circular filed with the SEC on October 5, 2026. The risk factors in our Annual Report on Form 10-K, in addition to the other information set forth in this quarterly report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.
Management's Discussion & Analysis (MD&A)
New heading “NOVAGOLD – Paulson Strategic Transaction Overview”
New heading “BFS Engineering Integration Advances & Appointment of Financial Advisors”
Largest changes
“BFS Engineering Integration Advances & Appointment of Financial Advisors”see in full comparison
“In government relations and external affairs, representatives from NOVAGOLD and Donlin Gold participated in multiple legislative and advocacy events, including the Alaska Chamber of Commerce and Resource Development Council legislative fly-in, Alaska Day on the Hill in Washington, D.C., the Alaska Mining Forum, and the Women in Resources reception, alongside 16 trade associations, that also featured Donlin-focused stakeholder meetings. …”see in full comparison
“NOVAGOLD had liquidity of $370.2 million in cash and term deposits as of May 31, 2026, which we believe is sufficient to complete the Donlin Gold BFS, exercise our option to prepay the Barrick promissory note later in 2026 and cover corporate general and administrative costs for at least the next twelve months.”see in full comparison
“NOVAGOLD is committed to education, community wellness, cultural preservation, ecological stewardship, and best practices that enhance the economic, health, and social well-being of our employees, the people of the Y-K region, and surrounding communities. Donlin Gold supports these efforts through fisheries studies, environmental activities, subsistence initiatives, and grants, while recognizing the importance of the region’s traditions and subsistence way of life, where environmental health is paramount. …”see in full comparison
“Net loss and loss per share for the nine months ended August 31, 2026 were $77.0 million and $0.18, respectively, compared to net loss and loss per share of $79.0 million and $0.22, respectively, for the first nine months of 2025. …”see in full comparison
Full comparison: every changed paragraph (62)
In Management’s Discussion and Analysis of Financial Condition and Results of Operations, “NOVAGOLD”, the “Company”, “we,” “us” and “our” refer to NOVAGOLD RESOURCES INC. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations constitutes management’s review of the factors that affected our financial and operating performance for the three- and six-monthnine-month periods ended MayAugust 31, 2026 and MayAugust 31, 2025. This discussion should be read in conjunction with the condensed consolidated interim financial statements and notes thereto contained elsewhere in this report and our Annual Report on Form 10-K, as well as other information we file with the Securities and Exchange Commission on EDGAR at www.sec.gov and with Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca. References herein to $ refer to United States dollars and C$ to Canadian dollars, except as otherwise specified.
Paulson are investment funds managed by Paulson Advisers LLC.LLC (“Paulson Advisers”).
Paul Chilson, P.E., who is the Manager, Mine Engineering for NOVAGOLD and a “qualified person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects and the Securities and Exchange Commission’s (“SEC”) current mining disclosure rulesrules, has approved the scientific and technical information contained herein.
On July 21, 2026, NOVAGOLD, Paulson and NovaGold Corporation, a newly incorporated Delaware corporation (“New NOVAGOLD”) entered into a series of definitive transaction agreements (as further described below), pursuant to which, subject to the satisfaction of certain closing conditions, upon the consummation of the transactions contemplated thereby, New NOVAGOLD will become the parent company of NOVAGOLD and its subsidiaries and will own, directly and indirectly, 100% of Donlin Gold.
During the third quarter, Donlin Gold LLC (“Donlin Gold”) appointed Endeavour Financial and Macquarie Capital to provide financial advisory services for the development of the Donlin Gold project in Alaska and to support the arrangement of project and infrastructure financing.
Fluor Corporation (“Fluor”), as lead engineering firm, continues to integrate major work packages and coordinate technical workstreams with specialist contractors WSP USA, Inc. (“WSP”), Worley Alaska, Inc. (“Worley”), and Hatch Ltd. (“Hatch”) supporting the Donlin Gold project’s ongoing Bankable Feasibility Study (BFS) update. Work is advancing on key infrastructure and unit operations, including the on-site power plant, natural gas pipeline, pressure oxidation circuit, and oxygen plant, as part of a disciplined approach to support a high-quality BFS.
In support of the continued advancement of the BFS and the broader progression of the Donlin Gold project toward construction readiness and eventual commercial operation, management continues to assess key project requirements and advance recruitment efforts for critical positions.
NOVAGOLD had liquidity of $370.2 million in cash and term deposits as of May 31, 2026, which we believe is sufficient to complete the Donlin Gold BFS, exercise our option to prepay the Barrick promissory note later in 2026 and cover corporate general and administrative costs for at least the next twelve months.
We operate in the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska. The Donlin Gold project is held by Donlin Gold, a limited liability company which, following the closing of the Donlin Gold Transaction (as defined below) on June 3, 2025, is owned 60% by a wholly-owned subsidiary of NOVAGOLDNOVAGOLD, and 40% by aPaulson wholly-ownedthrough subsidiaryDonlin Gold Holdings LLC (“DGH”). The membership interests of Paulson.DGH are held by Donlin Gold Holdings II LLC, a Delaware limited liability company (“DGH II”) and certain other Paulson affiliates. While NOVAGOLD has a 60% economic interest in Donlin Gold LLC (“Donlin Gold”),Gold, governance of Donlin Gold is shared equally by NOVAGOLD and Paulson. We account for our interest in the Donlin Gold project using the equity method, which results in our 60% share of Donlin Gold’s expenses being recorded as a single line item in the income statement as an operating loss.
Our corporate goals include completing the Bankable Feasibility Study (“BFS”) and moving to a subsequent construction decision; maintaining a favorable reputation of NOVAGOLD and the Donlin Gold project among shareholders and stakeholders; promoting strong community outreach and a sustainability culture; maintaining strong safety and environmental performance; and managing the Company’s treasury effectively and efficiently. Our operations primarily relate to the delivery of project milestones, including the achievement of various technical, environmental, sustainable development, economic and legal objectives, obtaining necessary permits and maintaining those received in good standing, advancement of the BFS, preparation of engineering designs and maintaining sufficient capital resources to fund these objectives.
NOVAGOLD – Paulson Strategic Transaction Overview
On July 21, 2026, the Company, Paulson and New NOVAGOLD entered into an arrangement agreement (the “Arrangement Agreement”), pursuant to which New NOVAGOLD agreed to acquire all issued and outstanding common shares of the Company by way of a statutory plan of arrangement under Division 5 Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”), whereby each common share of the Company (other than any common share held by New NOVAGOLD and any common shares in respect of which a Company shareholder has validly exercised its dissent rights) will be exchanged for one share of voting common stock of New NOVAGOLD, par value $0.001. The Arrangement Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 22, 2026 and is incorporated here by reference.
In connection with the Arrangement, on July 21, 2026, New NOVAGOLD and Paulson Advisers entered into a Contribution Agreement (the “Contribution Agreement”). Under the terms of the Contribution Agreement, substantially concurrently with, but immediately prior to, the consummation of the Arrangement, Paulson Advisers will cause its applicable affiliates to contribute all of their equity interests in DGH and DGH II (which hold, directly and indirectly, the remaining 40% ownership interest in Donlin Gold not held by NOVAGOLD prior to such contribution) to New NOVAGOLD in exchange for shares of voting common stock and non-voting common stock of New NOVAGOLD, which number of New NOVAGOLD shares will be determined based on a 10% discount to the equity value of Paulson’s 40% ownership interest in Donlin Gold, implied by the equity value of NOVAGOLD based on the 10-day volume weighted average price of the NOVAGOLD common shares as of July 21, 2026. The Contribution Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 22, 2026 and is incorporated herein by reference.
New NOVAGOLD and Paulson also entered into an Investor Rights Agreement (the “Investor Rights Agreement”) on July 21, 2026, which sets forth, among other things, Paulson’s rights and obligations with respect to New NOVAGOLD following the consummation of the Arrangement, and a Master Implementation Agreement with NOVAGOLD and NGRA (the “Master Implementation Agreement” and, together with the Arrangement Agreement, the Contribution Agreement and the Investor Rights Agreement, the “Transaction Agreements”), which sets forth, among other things, certain of the parties’ rights and obligations with respect to, and the sequencing of, the transactions contemplated by the Transaction Agreements (collectively, the “Transactions”). The Investor Rights Agreement and Master Implementation Agreement were filed as Exhibit 10.2 and Exhibit 2.2, respectively, to the Current Report on Form 8-K filed on July 22, 2026 and are incorporated herein by reference.
In connection with the execution of the Arrangement Agreement, New NovaGold entered into (i) Voting Agreements with each of the directors and certain executive officers of the Company (the “D&O Voting Agreements”) and (ii) Voting Agreements with each of Paulson Advisers and Electrum Strategic Resources L.P. (“Electrum”), each a shareholder of the Company (the “Investor Voting Agreements”). The forms of the D&O Voting Agreements and the Investor Voting Agreements were filed as Exhibit 99.1 and Exhibit 99.2, respectively, to the Current Report on Form 8-K filed on July 22, 2026 and are incorporated herein by reference.
The NovaGold Board of Directors received a fairness opinion from Citigroup Global Markets Inc. (“Citi”), to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the consideration to be received in the Arrangement by Company shareholders under the Arrangement Agreement, taking into account the transactions contemplated by the Transaction Agreements, is fair, from a financial point of view, to Company shareholders (other than Paulson Advisers).
New NOVAGOLD was incorporated on July 21, 2026 under the laws of the State of Delaware under the name “NovaGold Corporation”. Upon its incorporation, New NOVAGOLD was authorized to issue two shares of common stock, each having a par value of $0.001. Each of NOVAGOLD and Paulson Advisers subscribed for and received one common share of New NOVAGOLD. New NOVAGOLD was incorporated for the purpose of engaging in the Transactions. New NOVAGOLD will not carry on any active business prior to the consummation of the Transactions, other than in connection with the Transactions.
NOVAGOLD currently owns 60% of the equity interests of Donlin Gold, the entity that holds the Donlin Gold project in Alaska, through NOVAGOLD Resources Alaska, Inc. Paulson currently owns the remaining 40% of the equity interests of Donlin Gold through DGH. The membership interests of DGH are held by DGH II and certain other Paulson affiliates.
Pursuant to the Transaction Agreements, upon the consummation of the Transactions, New NOVAGOLD will become the parent company of NOVAGOLD and its subsidiaries and will own, directly and indirectly, 100% of Donlin Gold and together with its subsidiaries, will carry on the business currently conducted by the Company. Upon completion of the Transactions, the Company’s existing shareholders, inclusive of Paulson’s existing interest in the Company, are expected to own approximately 65% of New NOVAGOLD on a fully diluted basis, and Paulson is expected to indirectly receive approximately 35% of New NOVAGOLD on a fully diluted basis in exchange for its ownership interest in Donlin Gold. Upon and immediately following the consummation of the Transactions, inclusive of its existing ownership interest in the Company, Paulson is expected to hold approximately 40% of the economic interest in New NOVAGOLD, with its voting interest capped at 19.99%.
Following the consummation of the Transactions, New NOVAGOLD will consolidate NOVAGOLD and Donlin Gold into its financial statements and, as a result of acquiring control of Donlin Gold, New NOVAGOLD expects to record a non-cash, non-recurring gain on revaluation of Donlin Gold to fair market value in its financial statements in the quarter the Transactions are completed. During the transitional period, from the date of formation until the consummation of the Transactions, despite NOVAGOLD and Paulson Advisers having equal governance rights over New NOVAGOLD, the Company will consolidate New NOVAGOLD into its Condensed Consolidated Interim Financial Statements.
Completion of the Transactions is subject to, among other things, approval by the Company’s shareholders, court approval, regulatory and stock exchange approvals and the satisfaction of customary closing conditions. The Transactions are expected to close in the fourth calendar quarter of 2026 and upon closing, New NOVAGOLD will effectively be a continuation of the Company. The accounting impact of the Transactions is expected to be finalized in a future quarter, once the Transactions are completed.
During the third quarter, in coordination with Calista Corporation (“Calista”), the Company conducted a series of community visits to six villages, alongside a dedicated community meeting in Crooked Creek, the village closest to the Donlin Gold project. These efforts, focused specifically on the Subsistence Plan, a project update and fostered ongoing dialogue on subsistence-related matters and project activities. This commitment to regional partnership was further reinforced through participation in Calista’s Annual Meeting in Bethel, The Kuskokwim Corporation (“TKC”)’s Annual Meeting in Crooked Creek, and the Calista Shareholder Relations Committee meeting in Anchorage, ensuring sustained engagement with Alaska Native Corporation leadership and shareholders.
Donlin Gold also facilitated several key initiatives for the Subsistence Community Advisory Committee (“SCAC”), including in-person and virtual meetings to gather feedback on the Subsistence Plan and Barge Communication Plan. SCAC members also toured the Red Dog Mine, providing an opportunity to observe a large-scale mining operation firsthand and discuss considerations relevant to communities in the region. At Donlin Gold, site tours provided Alaska Native Corporation landowners Calista and TKC with insight into ongoing fieldwork and project activities. Additional tours were hosted for representatives of the Alaska Native Village Corporation Association, Congressman Begich’s resource staff, and trade association leaders from the Alaska Chamber, the Alliance, the Alaska Oil and Gas Association, the Resource Development Council, and the Alaska Miners Association.
The Company is also advancing its infrastructure planning through targeted stakeholder engagement along the proposed pipeline corridor. Having developed a comprehensive stakeholder tracking system, Donlin Gold has initiated outreach to over 190 individuals and entities in the region. This is complemented by ongoing coordination with legislators and the Matanuska-Susitna Borough via site tours and project updates to ensure a clear understanding of regional interests and proposed field activities.
In addition, Donlin Gold continues to engage with key government representatives and decision-makers at the state and federal levels. Recent activities include project briefings with Senator Dan Sullivan, Alaska State Senator Matt Claman, and U.S. Senate candidate Mary Peltola. Donlin Gold also continues to engage with senior leadership at the U.S. Department of Energy and recently participated in a roundtable with the Pipeline and Hazardous Materials Safety Administration to discuss critical Donlin Gold permitting considerations and infrastructure associated with the project.
Donlin Gold has engaged extensively with communities, stakeholders, and government representatives across the Yukon-Kuskokwim (Y-K) region, Alaska, and Washington, D.C., supporting project development and permitting.
The project is located on private lands selected under the 1971 Alaska Native Claims Settlement Act, setting it apart from most other mining assets in Alaska, and guiding outreach efforts. The Native Corporation landowners, Calista Corporation (“Calista”), owner of the mineral rights, and The Kuskokwim Corporation (TKC), owner of the surface estate, are pivotal for the future of the project, driving our continued local engagement and providing economic benefits to the region, the State of Alaska, and its stakeholders.
Decades of outreach with over 60 regional communities have created important relationships, fostered knowledge sharing and reinforced the project’s social license. The Donlin Gold team remains committed to advancing the project responsibly through transparent and respectful engagement.
In the second quarter 2026, regional presentations made to key associations provided an opportunity to share a project update and overview of Donlin Gold’s community relations efforts. It also included a Calista panel discussion on local revenue sharing provisions between the Alaska Native Corporations to support constructive dialogue regarding the project. Donlin Gold conducted regional community and shareholder engagement, including villages along the Kuskokwim River with visits to 11 Y-K communities, alongside Calista and TKC to support continued dialogue and relationship-building. Another Subsistence Community Advisory Committee meeting was held and focused on the introduction of the Subsistence Plan and the Barge Communication Plan, strengthening communication and coordination with subsistence users and regional stakeholders.
In government relations and external affairs, representatives from NOVAGOLD and Donlin Gold participated in multiple legislative and advocacy events, including the Alaska Chamber of Commerce and Resource Development Council legislative fly-in, Alaska Day on the Hill in Washington, D.C., the Alaska Mining Forum, and the Women in Resources reception, alongside 16 trade associations, that also featured Donlin-focused stakeholder meetings. Government engagement with senators and representatives in the second quarter – along with federal and state agencies including the Alaska Department of Natural Resources (ADNR), Department of Labor & Workforce Development, Congressional Delegation State Directors, Bureau of Land Management (BLM), and Department of the Interior (DOI), focused on the pipeline corridor updates, geotechnical fieldwork, permitting, workforce, infrastructure, and regional logistics. Briefings were given to U.S. Senate candidates and the Y-K Health Corporation Board to share updates on ongoing project activities and regional engagement efforts.
NOVAGOLD is committed to education, community wellness, cultural preservation, ecological stewardship, and best practices that enhance the economic, health, and social well-being of our employees, the people of the Y-K region, and surrounding communities. Donlin Gold supports these efforts through fisheries studies, environmental activities, subsistence initiatives, and grants, while recognizing the importance of the region’s traditions and subsistence way of life, where environmental health is paramount. In the second quarter of 2026 a range of activities and projects were carried out around regional sporting and cultural events, including the Iditarod, Native Youth Olympics state tournament, Bethel Wrestling Club event, and the Donlin Gold Classic Invitational Basketball Tournament. Donlin Gold supported education, cultural, health, and safety initiatives across the Y-K region, including outreach to regional communities on the Clean Up Green Up program and involvement in programs such as Camp Fire Alaska, the Lower Yukon School District Career Fair, and the University of Alaska Rural Alaska Honors Institute program. Additionally, the project supported community and youth-focused activities that promote inclusion, wellness, and support literacy and access to educational resources, including the Special Olympics Alaska Y-K Delta event, Kuspuk School District environmental programs, and the Bethel Community Services Foundation Library program.
Our share of funding for the Donlin Gold project in the secondthird quarter and first sixnine months of 2026 was $16.3$24.8 million and $31.9$56.7 million, respectively. We expect our total annualThe Donlin Gold funding in respect of 2026 expenditures is expected to beremain in line with our fiscal 2026previous guidance of $78.8 millionmillion, ashowever, we continuedue to advancethe thepre-funding of December 2026 Donlin Gold BFS.activities (first fiscal month of 2027) in November 2026, a portion of 2026 funding will relate to Donlin Gold’s 2027 budget.
BFS Engineering Integration Advances & Appointment of Financial Advisors
The Company continues to advance the Donlin Gold BFS, which remains on schedule for completion in 2027. A team led by Fluor Corporation (“Fluor”) continues to integrate major work packages and coordinate technical workstreams with specialist contractors WSP USA, Inc. (“WSP”), Worley Alaska, Inc. (“Worley”), and Hatch Ltd. (“Hatch”). This season’s geotechnical work for the BFS will conclude this fall with drill holes and test pits at Jungjuk Port and access corridor, borrow sites and plant site, and for Engineering, Procurement, and Construction Management (“EPCM”) infrastructure. Resource modelling, mine planning, and Front-End Engineering Design (“FEED”) activities are progressing as planned, while EPCM coordination on a Class 3 estimate is well under way. This disciplined approach to key infrastructure and unit operations is designed to support a high-quality BFS.
Permitting
DonlinPermitting Goldactivities isin athe federallythird permittedquarter projectof 2026 advanced as expected. Work continues on privatethe landdam designatedsafety for mining. Permitting in Alaska is a substantial undertaking supported by a diligent, thorough, transparent, and inclusivepermitting process for all involved, including stakeholders from the Y-Kproject’s region.seven Completiondams with submission of the Detailed Design Packages continues to be anticipated by the end of 2026/early 2027,2027 as previously expected with potential issuance of the Dam Safety Certificates expected in 2028.
Additionally, the Company has appointed Endeavour Financial and Macquarie Capital as Financial Advisors to provide advisory services for the development of the project in Alaska. Under this mandate, the advisors will assist Donlin Gold in evaluating funding alternatives — including conventional project finance, infrastructure financing, and potential support from governmental agencies and/or sovereign wealth funds — and executing a structured project financing strategy. By coordinating engagement with financiers and advancing due diligence in tandem with the BFS, NOVAGOLD aims to optimize its funding mix while preserving long-term shareholder value. The advisors will provide tailored guidance as the project progresses toward a final investment decision following the completion of the BFS and related workstreams.
To further support the BFS and prepare for subsequent phases of development and eventual commercial operation, Donlin Gold has continued to build its team across key technical, operational, workforce development, and support functions. Since the beginning of 2026, the team has grown from approximately 35 to 77 employees, is currently based in Anchorage and Vancouver, and is supporting ongoing site, BFS, and contractor activities. Management continues to assess organizational requirements and recruit for critical positions as project activities advance.
Upholding currentCurrent permits and working to secure key state approvalsPermits
Donlin Gold is a federally permitted project. The permitting framework in Alaska involves extensive review and coordination among federal and state agencies, regional stakeholders, and communities throughout the Yukon-Kuskokwim (“Y-K”) region. Donlin Gold continued to support the state and federal agencies defending their permits in the litigation described below.
NOVAGOLD continues to support the State of Alaska in defending the Department of Environmental Conservation’s (“ADEC”) Clean Water Act Section 401 Water Quality Certification (the “401 Certification”), which is the only remaining challenge to Donlin Gold’s permits in state court. On May 6, 2025, the Alaska Superior Court upheld ADEC’s issuance of the 401 Certification. Earthjustice filed an appeal in the Alaska Supreme Court and filed their opening brief on September 16, 2025. Donlin Gold’s and the State of Alaska’s briefs were filed on November 25, 2025, and Earthjustice’s reply brief was filed on January 9, 2026. Oral argument was held on June 3, 2026. A decision from the Court is currently pending.
On April 5, 2023, Earthjustice representing the Orutsararmiut Traditional Native Council and six Y-K villages filed suit against the U.S. government in the U.S. District Court for Alaska (the “Federal District Court”) asking the Federal District Court to invalidate the Donlin Gold Joint Record of Decision (“JROD”), which included the U.S. Army Corps of Engineer’s (“Corps”) issuance of the 404 permit and the DOI,Bureau BLM’sof Land Management’s (“BLM”) issuance of the ROW lease for the portions of the pipeline on Federal lands. The U.S. Department of Justice (“DOJ”) is defending the issuance of the permits by those Federal agencies. The State of Alaska, Donlin Gold, and Calista were granted intervenor status in this case. The DOJ filed their brief supporting the issuance of the JROD and the sufficiency of the environmental analysis in the Final Environmental Impact Statement on April 2, 2024. Amicus briefs supporting the project were filed by the village of Crooked Creek and the Alaska federal Congressional delegation. Oral arguments were held on June 24, 2024, and the Federal District Court issued a decision on September 30, 2024. The decision rejected the plaintiffs’ arguments on two of the three issues raised in the litigation but agreed with plaintiffs that the federal agencies took too narrow of a view in analyzing the impact of a theoretical release from the tailings’ storage facility. The Federal District Court requested supplemental briefing on the appropriate remedy for addressing this issue. On October 7, 2024, the plaintiffs filed a request for reconsideration on one of the issues on which the Federal District Court had ruled against the plaintiffs and, at DOJ’s request, the Federal District Court suspended the schedule for briefing on the appropriate remedy until after the Federal District Court ruled on plaintiffs’ motion for reconsideration. On December 23, 2024, the Federal District Court denied plaintiffs’ request for reconsideration. Remedy briefing was completed in March 2025 and oral argument on remedy was held May 9, 2025. On June 10, 2025, the Federal District Court issued an order denying Earthjustice’s request to vacate the permits and remanding the case to the agencies to supplement the National Environmental Policy Act analysis on the narrow issue regarding the analysis of a potential larger release from the tailings storage facility. The Court retained jurisdiction over the case during the remand and ordered the agencies to file periodic status updates with the court. The Corps, in consultation with BLM and other federal agencies, will be the lead agency for this Supplemental Environmental Impact Statement (“SEIS”) process to ensure a transparent, science-based review that provides the public and decision-makers with complete and accurate information. On October 27, 2025, Donlin Gold was also formally accepted into the Fixing America’s Transportation Act (“FAST-41”) program and coordinated by the Federal Permitting Improvement Steering Council. The FAST-41 is a federal initiative that increases transparency, accountability, and predictability in permitting. A Notice of Intent to prepare a SEIS was issued in January 2026, and the public comment period for the scoping process closed in February 2026. The Corpsdraft SEIS was published on September 23, 2026. Public hearings are scheduled during October 2026, and cooperating agencies will review and consider comments received and proceed with preparationpublication of the draftfinal SEIS which is anticipated to be published in SeptemberApril 2026 in accordance with the coordinated FAST-41 permitting schedule.2027.
The Company completed a private placement offering on February 5, 2026 of 31,020,000 common shares at a price of $10.00 per share for aggregate gross proceeds of $310.2 million less $16.2 million of issuance costs. The Company intends to use the net proceeds of the private placement for expenditures associated with Donlin Gold activities, exercise of the Company’s prepayment option on the promissory note with Barrick,Barrick Mining Corporation (“Barrick”), and general corporate purposes.
On June 3, 2025, NOVAGOLD and Paulson, through wholly-owned subsidiaries, completed a $1 billion acquisition of Barrick’s 50% interest in Donlin Gold (the “Donlin Gold Transaction”) pursuant to the terms of a membership interest purchase agreement dated April 22, 2025 (the “MIPA”) among Barrick Gold U.S. Inc. (“Barrick Gold”), Barrick, Paulson, Donlin Gold Holdings LLC (DGH),DGH, a subsidiary of Paulson, and NGRA, a subsidiary of the Company. NOVAGOLD, through NGRA, acquired an additional 10% interest in Donlin Gold for $200 million, increasing its stake to 60% of Donlin Gold, while Paulson, through DGH, acquired the remaining 40% interest for $800 million. Both owners have equal governance rights in Donlin Gold. The Donlin Gold Transaction marks a significant milestone in a long-term strategy to advance the Donlin Gold project. NOVAGOLD’s portion of the acquisition was funded through a combination of a public equity offering and a concurrent private placement.
Pursuant to the Prior LLC Agreement for Donlin Gold, the Company issued a promissory note to Barrick Gold to repay Barrick out of future mine production cash flow for a portion of Barrick’s prior expenditures on the Donlin Gold project. Concurrent with the Donlin Gold Transaction announcement on April 22, 2025, NOVAGOLD entered into a prepayment option agreement with Barrick, which provided the Company with an option to prepay the promissory note in full for $90 million prior to the closing of the Donlin Gold Transaction. The $90 million prepayment option was not exercised prior to closing. In connection with the closing of the Donlin Gold Transaction, on June 3, 2025 NGRA and Barrick Gold amended and restated the promissory note primarily to (i) modify the security package in order to exclude any property held by Donlin Gold or membership interest in Donlin Gold held by NGRA, but ensure it remains secured by NGRA’s right, title and interest to proceeds from Donlin Gold and (ii) provide the ability for NGRA to prepay and retire the promissory note for an aggregate of $100 million until December 3, 2026. In connection with the amended and restated promissory note, NGRA has made an irrevocable direction to Donlin Gold whereby Donlin Gold shall distribute to Barrick Gold, until the promissory note is fully repaid, 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. As per the amended and restated promissory note, the principal amount owed is $158.9 million. The Company currently anticipates exercising its prepayment option in the fourth quarter of 2026.
While the Company did not exercise its rights provided by the Backstop Agreement, in consideration for entering into the Backstop Agreement, the Company issued an aggregate of 25,500,000 warrants to purchase the Company’s common shares (the “Warrants”), with each Warrant entitling the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price of $3.00 per Warrant Share for a period of five years from the date of issuance. The Warrants contain a “cashless exercise” feature, such that, in lieu of making the cash payment otherwise contemplated to be made upon such exercise of the Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in the Warrants. The Warrants were issued in the following amounts: (i) 12,750,000 Warrants to Paulson; (ii) 6,375,000 Warrants to Electrum; and (iii) 6,375,000 Warrants to Kopernik. During the sixnine months ended MayAugust 31, 2026, 796,875 Warrants were exercised by way of the cashless exercise feature, resulting in the issuance of 569,333 NOVAGOLD shares and the cancellation of 227,542 Warrants to cover the exercise price. As at MayAugust 31, 2026, 24,703,125 Backstop Warrants remained outstanding.
SecondThird Quarter 2026 Financial Results
Net loss and loss per share in the secondthird quarter of 2026 were $25.5$36.0 million and $0.06,$0.08, respectively, compared to net loss and loss per share of $54.3$15.6 million and $0.15,$0.04, respectively, in the secondthird quarter of 2025. NOVAGOLD’s net loss during the secondthird quarter of 2026 decreasedincreased by $28.8$20.4 million from the comparable prior year period primarily due to a $39.6 million non-cash charge recognized in the prior year related to warrants issued under the Backstop Agreement signed on April 22, 2025 and higher interest income in 2026 partially offset by higher expenditures at Donlin Gold due to ongoingan acceleration of BFS activities and higher general and administrative expenses at NOVAGOLD.NOVAGOLD primarily driven by ongoing professional fees related to the pending Transactions announced on July 22, 2026, partially offset by higher interest income in 2026.
The Company’s share of Donlin Gold expenses in the secondthird quarter of 2026 was $10.4$16.5 million higher than the comparative prior year period due to ongoing 2026 activities by Fluor, WSP, Worley and Hatch to advance Donlin Gold’s BFS update and the Company’s share of Donlin Gold expenditures increasing by 10% to 60% starting in the third quarter of 2025.BFS. General and administrative expenses increased in the secondthird quarter of 2026 by $3.1$5.8 million from the comparable prior year period primarily due to higher professional fees, share-based compensation and employeecorporate compensation.communication and regulatory fees. Professional fees wereincreased elevatedby $5.3 million during the secondthird quarter and the first six months of 20262026. butThe remained generallyincrease in lineprofessional withfees quarterlywas cadenceprimarily expectations and are expecteddue to declinelegal duringfees thein remaindersupport of the year.pending Transactions announced on July 22, 2026. Share-based compensation expense in the secondthird quarter increased by $0.9$0.3 million versus the comparative 2025 period primarily due to theirregular issuancetiming of twooption annualand share awardPSU grants duringover the trailingprevious twelve-month24-month period contributingdue to aextended disproportionatelyblackout larger share-based compensation expense during the second quarterperiods and the firstassociated sixvesting monthsand ofexpensing 2026.thereof. Corporate communication and regulatory fees in the third quarter increased by $0.2 million versus the comparative 2025 period primarily due to expenses related to the pending Transactions.
Net loss and loss per share for the nine months ended August 31, 2026 were $77.0 million and $0.18, respectively, compared to net loss and loss per share of $79.0 million and $0.22, respectively, for the first nine months of 2025. NOVAGOLD’s net loss during the first nine months of 2026 decreased by $2.1 million from the comparable prior year period primarily due to a $39.6 million non-cash charge recognized in the prior year related to warrants issued under the Backstop Agreement and higher interest income in 2026 partially offset by $30.8 million of incremental expenditures at Donlin Gold due to ongoing BFS activities and $12.8 million higher general and administrative expenses at NOVAGOLD. General and administrative expenses increased during the first nine months of 2026 from the comparable prior year period primarily due to higher professional fees for the same reasons discussed above. Professional fees are expected to remain elevated for the remainder of fiscal 2026 and into the early part of fiscal 2027 as we work toward the completion of the Transactions, currently expected to occur in the fourth calendar quarter of 2026.
Net loss and loss per share for the six months ended May 31, 2026 were $40.9 million and $0.10, respectively, compared to net loss and loss per share of $63.4 million and $0.19, respectively, for the first six months of 2025. NOVAGOLD’s net loss during the first six months of 2026 decreased by $22.5 million from the comparable prior year period primarily due to the same reasons discussed above.
The Company monitors its liquidity and capital resources on a regular basis to ensure it has sufficient liquidity and capital resources to meet its current operating and capital requirements. As of MayAugust 31, 2026, the Company had cash resources comprising cash and cash equivalents,equivalents and term deposits, and marketable securitiesdeposits totaling approximately $371.4$343.4 million, which wemanagement believebelieves isare sufficient to complete the Donlin Gold BFS, exercise ourthe Company’s option to prepay the Barrick promissory note later in 2026the fourth calendar quarter of 2026, and cover corporate general and administrative costs for at least the next twelve months.
With the commencementacceleration of the Donlin Gold BFS activities since commencing in early-2026, NOVAGOLD’s share of Donlin Gold expenditures is expected to increaseremain elevated over the next 1512 to 2118 months compared to historical levels.levels Theand will increase further assuming the closing of the Transactions occurs in the fourth calendar quarter of 2026. Even if the Transactions are completed in 2026, the Company believes it is fully funded to complete the Donlin Gold BFS and intends to exercise its option to prepay the Barrick promissory note in the fourth quarter of 2026. The Company expects to raise additional capital at some point to support additional future activities, including the commencement of detailed engineering. As a result of a delinquent filing of a Form 8-K in June 2025, NOVAGOLD will not be eligible to use a Form S-3 registration statement to register its securities with the SEC until July 2026.
Future funding to support developing the Donlin Gold project is anticipated to include, among other things, a combination of corporate debt and equity, project specific debt, infrastructure financingfinancing, royalty, stream, and potentiallygovernment a royalty, streamagency and/or governmentsovereign wealth fund support. NOVAGOLD’s continued operations, in the longer term, are dependent on its ability to generate future cash flows and maintain sufficient capital resources. There is no assurance that the Company will be successful in its efforts to raise additional capital on favorable terms, or at all. For further information, refer to the section titled Item 1A. Risk Factors – Our ability to continue the exploration, permitting and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project, to fund construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing in our Annual Report on Form 10-K.
NOVAGOLD is increasing its fiscal 2026 operating expenditure guidance by $11.5 million to approximately $110.0 million, reflecting higher corporate general and administrative costs of approximately $31.2 million, excluding share based compensation, and unchanged Donlin Gold funding guidance of approximately $78.8 million reflecting the Company’s 60% share of the Donlin Gold project expenditures for 2026. The $11.5 million increase in 2026 corporate general and administrative guidance reflects additional legal and other professional fees of $7.7 million incurred during the nine months ended August 31, 2026 and $3.8 million of anticipated expenses in the fourth quarter in support of the pending Transactions announced on July 22, 2026. The increase in 2026 corporate general and administrative guidance does not reflect anticipated fiscal 2027 professional fees and closing costs expected to be incurred through the closing of the Transactions.
The Donlin Gold funding in respect of 2026 expenditures is expected to remain in line with previous guidance, however, due to the pre-funding of December 2026 Donlin Gold activities (first fiscal month of 2027) in November 2026, a portion of 2026 funding will relate to Donlin Gold’s 2027 budget.
NOVAGOLD’s anticipated operating expenditures during fiscal year 2026 are unchanged from previously issued guidance of approximately $98.5 million, including $78.8 million to fund the Donlin Gold project, and $19.7 million for corporate general and administrative costs.
The Company’s financial position includes the following as of MayAugust 31, 2026:
In the secondthird quarter of 2026, cash and cash equivalents decreasedincreased by $39.3$68.2 million, primarilymillion due to $17.0$95.0 million in purchasesnet ofproceeds from maturing term deposits, $16.3 million in Donlin Gold fundingdeposits and $6.4 million in corporate general and administrative costs, less $0.5$1.2 million in proceeds from the sale of marketable securities.securities offset by $24.8 million in Donlin Gold funding and $3.3 million in corporate general and administrative costs.
Cash used in operating activities during the secondthird quarter of 2026 was $4.8$2.4 million higher than the comparative prior year period. Cash usedprovided inby investing activities during the secondthird quarter of 2026 increased by $60.0$331.6 million from the comparative prior year period primarily due to $51.0NOVAGOLD’s prior year payment of $210.1 million lowerto complete the Donlin Gold Transaction, $137.0 million in net redemptionproceeds offrom maturing term deposits and $9.5$1.2 million in incremental Donlin Gold funding partially offset by $0.5 million innet proceeds from the sale of marketable securities.securities, partially offset by $16.7 million of incremental Donlin Gold funding. Funding of Donlin Gold was higher in the secondthird quarter of 2026 compared to the same period in 2025 due to the commencement of the Donlin Gold BFS in early-2026 and due to the Company’s share of Donlin Gold funding increasing by 10% to 60% starting in the third quarter of 2025.early-2026.
NG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Adamek Peter |
Grant/award | 1,147 | $6.73 | $7.7K |
| 2026-09-30 | Williams Richard Alan |
Grant/award | 1,284 | $6.73 | $8.6K |
| 2026-09-30 | Lang Gregory A. |
Grant/award | 2,467 | $6.73 | $16.6K |
| 2026-09-01 | Kyle Hume D. |
Grant/award | 1,151 | — | — |
| 2026-09-01 | Erfan Ali |
Grant/award | 1,151 | — | — |
| 2026-09-01 | Dorward-King Elaine J |
Grant/award | 1,151 | — | — |
| 2026-09-01 | Whittaker Dawn Patricia |
Grant/award | 1,151 | — | — |
| 2026-09-01 | Mcarthur C. Kevin |
Grant/award | 576 | — | — |
| 2026-09-01 | Schutt Ethan |
Grant/award | 576 | — | — |
| 2026-09-01 | Muniz Quintanilla Daniel |
Grant/award | 1,151 | — | — |
| 2026-09-01 | Madhavpeddi Kalidas V |
Grant/award | 576 | — | — |
| 2026-06-30 | Williams Richard Alan |
Grant/award | 994 | $8.69 | $8.6K |
| 2026-06-30 | Adamek Peter |
Grant/award | 889 | $8.69 | $7.7K |
| 2026-06-30 | Lang Gregory A. |
Grant/award | 1,909 | $8.69 | $16.6K |
| 2026-06-01 | Madhavpeddi Kalidas V |
Grant/award | 651 | — | — |
| 2026-06-01 | Muniz Quintanilla Daniel |
Grant/award | 1,302 | — | — |
| 2026-06-01 | Schutt Ethan |
Grant/award | 651 | — | — |
| 2026-06-01 | Mcarthur C. Kevin |
Grant/award | 651 | — | — |
| 2026-06-01 | Whittaker Dawn Patricia |
Grant/award | 1,302 | — | — |
| 2026-06-01 | Dorward-King Elaine J |
Grant/award | 1,302 | — | — |
| 2026-06-01 | Erfan Ali |
Grant/award | 1,302 | — | — |
| 2026-06-01 | Kyle Hume D. |
Grant/award | 1,302 | — | — |
Well-known investors holding NG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Paulson & Co. (John Paulson) | 2026-06-30 | 27,238,061 | $162.6M | 6.31% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 8,684,037 | $51.8M | 0.03% | Reduced 9% |
| First Eagle Investment Management | 2026-06-30 | 7,485,429 | $44.7M | 0.07% | Reduced 18% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 826,287 | $4.9M | 0.01% | Added 63% |
| Renaissance Technologies | 2026-06-30 | 652,700 | $3.9M | 0.01% | Reduced 26% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 360,148 | $3.2M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 175,372 | $1.0M | 0.0% | Reduced 20% |
| Two Sigma Investments | 2026-06-30 | 86,149 | $514.3K | 0.0% | Reduced 26% |
| Millennium Management (Israel Englander) | 2026-06-30 | 60,294 | $360.0K | 0.0% | Reduced 76% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 18,018 | $107.6K | 0.0% | Added 10% |