Core Insights - NovaGold Resources Inc. is positioned as a top stock to buy amid rising gold prices, bolstered by its strategic partnership with Paulson Advisers [1] - The company completed a significant $1 billion acquisition of Barrick Gold's 50% stake in the Donlin Gold Project, increasing its ownership to 60% [1][2] - NovaGold anticipates that the Donlin Gold Project could become the largest single gold mine in the US, with projected annual production of 1.1–1.5 million ounces of gold for decades [3] Financial Performance - In Q3 2025, NovaGold reported a net loss of $15.6 million, an increase from $10.7 million in Q3 2024, primarily due to a $39.6 million warrant expense [2] - The company raised $286 million through public and private offerings post-acquisition and reported a treasury position of $125.2 million as of August 31, 2025 [2] - Post-acquisition, NovaGold spent $210.1 million on the Donlin Gold Project, reflecting increased funding and operating costs [2]

Core Viewpoint - Momentum investing focuses on following a stock's recent price trends, with the aim of buying high and selling higher, capitalizing on established price movements [1][2]. Company Overview: Novagold (NG) - Novagold currently holds a Momentum Style Score of B and a Zacks Rank of 2 (Buy), indicating strong potential for outperformance in the market [3][4]. - The stock has shown significant price appreciation, with a 10.23% increase over the past week, compared to a 3.29% rise in the Zacks Mining - Gold industry [6]. - Over the last month, Novagold's shares have surged by 47.78%, outperforming the industry's 14.03% increase [6]. - In the longer term, Novagold's shares have risen 108.13% over the past three months and 190.41% over the past year, while the S&P 500 has only increased by 7.36% and 19.22%, respectively [7]. Trading Volume - The average 20-day trading volume for Novagold is 4,724,004 shares, which serves as a bullish indicator when combined with rising stock prices [8]. Earnings Outlook - Recent earnings estimate revisions have been positive, with one estimate moving higher for the full year, raising the consensus estimate from -$0.12 to -$0.11 over the past 60 days [10]. - For the next fiscal year, one estimate has also increased, with no downward revisions noted during the same period [10]. Conclusion - Given the strong momentum indicators and positive earnings outlook, Novagold is positioned as a promising investment opportunity, meriting attention from investors seeking short-term gains [11].

Industry Overview - Gold has been recognized as a safe-haven asset, with its price typically moving inversely to interest rates. Expectations of further rate cuts by the Fed in 2025 have led to a strong upward trend in gold prices, recently surpassing $3,800 per ounce and reaching an all-time high of $3,891.9 on October 1 [1][9] - Lower interest rates reduce the opportunity cost of holding gold, making it more attractive compared to fixed-income assets. As bond yields and savings returns diminish, investors are more inclined to invest in non-yielding assets like gold, which drives up demand and prices [2][4] Impact of Interest Rates - Declining interest rates typically weaken the U.S. dollar, making gold cheaper for international buyers and increasing global demand. This relationship has been observed during previous rate-cut cycles, where falling yields coincided with gold price rallies [3][4] - In a low-rate environment, the appeal of cash or bonds decreases, and currencies often weaken, prompting investors to seek stability in gold. This reinforces gold's role as a store of value during monetary easing [4] Company Highlights - Gold Fields Limited (GFI) is a gold mining company with operations in multiple countries. It has an expected earnings growth rate of 106.1% for the current year, with a 6.3% improvement in consensus earnings estimates over the past 60 days. GFI holds a Zacks Rank of 1 (Strong Buy) [5][9] - Alamos Gold Inc. (AGI) operates in Canada, Mexico, and the U.S., with an expected earnings growth rate of 76.3% for the current year and a 2.9% increase in consensus earnings estimates over the past 60 days. AGI also has a Zacks Rank of 1 [6][9] - NovaGold Resources Inc. (NG) focuses on gold mineral properties in the U.S. It has an expected earnings growth rate of 21.4% for the current year, with a significant 57.8% improvement in consensus earnings estimates over the past 60 days. NG holds a Zacks Rank of 2 (Buy) [7][9] Conclusion - The current dovish outlook from the Fed and expectations of rate cuts have positioned gold as a key asset against financial volatility. The future of gold as a central reserve asset will depend on the restoration of confidence in traditional financial instruments like U.S. Treasuries [8]

We recently published 10 Stocks Stealing The Spotlight Today. NovaGold Resources Inc. (NYSEAmerican:NG) is one of the top performers on Wednesday. NovaGold extended its winning streak to a fifth consecutive day on Wednesday to hit a new all-time high as investors cheered the start of work for one of the largest open-pit gold mines in the world. In intra-day trading, NovaGold Resources Inc. (NYSEAmerican:NG) soared to its highest 52-week price of $10.15 before paring gains to end the day just up by 15 per ...

Financial Data and Key Metrics Changes - NOVAGOLD reported a net loss of $15.6 million in Q3 2025, an increase of $4.9 million from the prior year due to higher field expenses at Donlin Gold and increased general and administrative expenses [34] - The company's treasury decreased to $125 million at the end of Q3, primarily due to the acquisition of an additional 10% of Donlin Gold, with total consideration and transaction costs amounting to $210.1 million [35][36] Business Line Data and Key Metrics Changes - The company holds a 60% interest in Donlin Gold following the acquisition of an additional 10% at the beginning of Q3 2025, leading to increased site activity and expenses compared to the previous year [34] - Donlin Gold's budget for 2025 remains at $43 million, with NOVAGOLD's pro-rata share increasing to $24 million due to the new funding obligation [37] Market Data and Key Metrics Changes - The gold market is experiencing a historic bull market, with the potential for gold prices to reach between $3,000 and $5,000, driven by increasing demand and limited supply [12][14] Company Strategy and Development Direction - The company aims to build America's largest gold mine, with a target to begin construction in 2027 and production expected by 2031 [30][60] - NOVAGOLD is focused on advancing the bankable feasibility study and enhancing stakeholder relationships, with a commitment to environmental stewardship [42][46] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategic asset of Donlin Gold, highlighting its high-grade deposits and the supportive regulatory environment in Alaska [42][45] - The company anticipates a steady stream of positive news as it progresses towards construction and production, with expectations of significant value creation for shareholders [30][46] Other Important Information - The drilling program at Donlin confirmed consistent mineralization across multiple zones, with grades ranging from about 4 g to 23 g per ton, indicating potential upside in the resource model [40][49] - The company has a strong institutional shareholder base, with over 60% of shares held by top investors who understand the opportunity presented by NOVAGOLD [46] Q&A Session Summary Question: Can you provide more color on how the exploration drill results compare to your resource model expectations? - Management noted that the drilling encountered mineralization in previously modeled waste areas, demonstrating the potential for further resource enhancement [49][50] Question: Are there plans to update the resource and incorporate these drill results before the bankable feasibility study? - Management confirmed that the results from this year's drill program will be incorporated into the geologic model supporting the bankable feasibility study [51] Question: Can you elaborate on the interest in royalty companies for financing the project? - Management indicated that royalty companies are likely to show interest in financing options, given the common sense approach they typically exhibit [55] Question: Have you explored using mini nuclear reactors instead of natural gas for power at Donlin? - Management stated that while they have considered various power options, natural gas remains the most viable and immediate solution for the project [56] Question: Any updates on the tailings dam permit and expected opposition? - Management provided an update that the tailings dam permit is the last remaining state permit, with expectations to receive it well before the bankable feasibility study is completed [61]

Financial Data and Key Metrics Changes - NOVAGOLD reported a net loss of $15.6 million in Q3 2025, an increase of $4.9 million from the prior year, primarily due to higher field expenses at Donlin Gold and increased general and administrative expenses [36] - The company's treasury decreased by $193.5 million to $125.2 million at the end of Q3, mainly due to the acquisition of an additional 10% of Donlin Gold [37][38] Business Line Data and Key Metrics Changes - The increase in Donlin Gold expenses in Q3 and the first nine months of 2025 was attributed to heightened site activity compared to the prior year when field activities were minimal [36] - NOVAGOLD's pro-rata share of Donlin Gold's budget increased to $24 million due to the company's incremental funding obligation starting in Q3 [38] Market Data and Key Metrics Changes - The company noted a significant revaluation of NOVAGOLD's stock, with a price increase from a low of around $2 earlier in the year to close to double digits [5][7] - The company anticipates that U.S. assets will be valued with 0% discount rates due to jurisdictional safety, which could lead to a premium rating in the gold space [26] Company Strategy and Development Direction - The company aims to build America's largest gold mine, with a target to begin construction in 2027 and production by 2030 [32][34] - The focus is on advancing the bankable feasibility study and enhancing stakeholder relationships, with a commitment to environmental stewardship [44][49] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the gold market, highlighting the increasing importance of gold as a monetary asset amid global economic uncertainties [16][23] - The company is optimistic about the exploration potential at Donlin, with only 5% of the district explored, indicating significant upside potential [31][46] Other Important Information - The company has completed a drill program with initial results confirming consistent mineralization across multiple zones, with grades ranging from about 4 grams to 23 grams per ton [41] - The Donlin project is on private land owned by two Alaska Native corporations, with life-of-mine agreements in place [47] Q&A Session Summary Question: Can you provide more color on how the exploration drill results compare to your resource model expectations? - Management indicated that the drilling encountered mineralization in areas previously modeled as waste, demonstrating potential in and around known ore bodies [51][53] Question: Are there plans to update the resource and incorporate these drill results before the bankable feasibility study? - Management confirmed that the results from this year's drill program will be incorporated into the geologic model supporting the bankable feasibility study [54] Question: Can you elaborate on the interest in royalty companies for financing the project? - Management noted that royalty companies are likely to show interest in financing options, indicating a positive outlook for potential partnerships [58] Question: Have you explored using mini nuclear reactors instead of natural gas for power for Donlin? - Management stated that while they have considered various options, natural gas remains the best power source for the project at this time [59] Question: Any updates on the tailings dam permit? Do you expect any opposition? - Management explained that the tailings dam permit is the last remaining state permit, and they anticipate receiving it well before the bankable feasibility study is completed [65]

Financial Data and Key Metrics Changes - NovaGold reported a net loss of $15.6 million in Q3 2025, an increase of $4.9 million from the prior year due to higher field expenses at Donlin Gold and increased general and administrative expenses [33] - The company's treasury decreased by $193.5 million to $125.2 million at the end of Q3, primarily due to the acquisition of an additional 10% of Donlin Gold [34] Business Line Data and Key Metrics Changes - The company’s 60% interest in Donlin Gold resulted in higher expenses due to increased site activity compared to the previous year when field activities were minimal [33] - NovaGold's share of Donlin Gold's $43 million budget for 2025 increased to $24 million due to the company's incremental funding obligation starting in Q3 [35] Market Data and Key Metrics Changes - The stock price has seen a significant increase, moving from a low of around $2 earlier in the year to close to double digits, indicating a revaluation of NovaGold [5][6] Company Strategy and Development Direction - The company aims to build what will be the largest gold mine in the United States, with a target to begin construction in 2027 and production by 2030 [30] - NovaGold is focused on advancing the bankable feasibility study and has engaged top-tier firms for this purpose [30][46] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the gold market, highlighting the strategic importance of Donlin Gold as a high-grade, low-cost producer in a safe jurisdiction [41][42] - The company anticipates a steady stream of positive news as it progresses towards building America's largest gold mine [30] Other Important Information - The Donlin project is expected to average over 1.4 million ounces of gold production annually in its first decade, with cash costs well below industry averages [41] - The project has strong support from local communities and stakeholders, with ongoing efforts in environmental stewardship and community engagement [38][45] Q&A Session Summary Question: Can you provide more color on how the exploration drill results compare to your resource model expectations? - Management indicated that the drill results were impressive, with mineralization found in areas previously modeled as waste, demonstrating potential upside in the ore bodies [49][50] Question: Are there plans to update the resource and incorporate these drill results before the bankable feasibility study? - Yes, the results from this year's drill program will be incorporated into the geologic model supporting the bankable feasibility study [51] Question: Can you elaborate on the interest in royalty companies for financing the project? - Management noted that royalty companies are likely to show interest in financing options, given the common sense in their business model [53] Question: Have you explored using mini nuclear reactors instead of natural gas for power for Donlin? - Management stated that while they have considered all options, natural gas remains the best current power source for the project [54] Question: Any updates on the tailings dam permit? Do you expect any opposition? - The tailings dam permit is the last remaining state permit, and management anticipates receiving it well before the bankable feasibility study is completed [57]

Donlin Gold Project Highlights - NOVAGOLD's share price has risen 155.3% following the transaction announcement on April 22, 2025 [12] - Donlin Gold has 39 million ounces of gold at double the industry average grade [24] - Donlin Gold is positioned to potentially produce 1.1 million ounces annually over 27 years [83] - The project has 39 million ounces of gold contained in measured and indicated mineral resources at 2.24 g/t gold [83] - Initial capital costs for the project are estimated at $7.4 billion [123] - Sustaining capital costs over the life of mine (27 years) are projected to be $1.7 billion [123] Financial Performance - NOVAGOLD reported a net loss of $15.6 million for the three months ended August 31, 2025 [60] - NOVAGOLD reported a net loss of $79 million for the nine months ended August 31, 2025 [60] - The company's cash and term deposits totaled $125.2 million as of August 31, 2025 [62] - Donlin Gold project expenditures are estimated at $24 million for 2025 [65]

The Donlin Gold project, a joint venture between NOVAGOLD (60%) and Barrick Gold Corporation (40%), is an advanced exploration and permitting stage project located in southwestern Alaska. It is recognized as one of the world's largest and highest-grade undeveloped open-pit gold projects. **Key Highlights:** * **Significant Resource Base**: The project boasts approximately **39 million ounces** of gold in measured and indicated mineral resources (541 million tonnes grading 2.24 grams per tonne), including proven and probable mineral reserves. This average grade is more than double the industry average for similar projects. * **Projected Production**: Based on the 2021 Technical Report, Donlin Gold is expected to produce an average of over **one million ounces of gold per year** over a 27-year mine life once operational. * **Strategic Location**: Situated in the Kuskokwim region, approximately 277 miles (446 kilometers) west of Anchorage, the project benefits from access to the Kuskokwim River for transportation and a proposed natural gas pipeline for power. * **Permitting Progress**: Donlin Gold has secured most of the necessary federal and state permits for construction and operation. The company is actively defending existing permits against legal challenges and supporting state agencies in these efforts. * **Strong Local Support**: The project maintains robust relationships with local Alaska Native corporations, Calista Corporation and The Kuskokwim Corporation (TKC), who are both landowners and strong advocates for the project. Community engagement and local employment are key priorities. * **Ongoing Optimization and Exploration**: The project is currently focused on advancing a Bankable Feasibility Study (BFS) to optimize the mine plan and update economic parameters. Significant exploration potential remains, with only about 3 kilometers of the 8-kilometer known mineralization strike length extensively drilled, and the broader 67,000-acre land package largely unexplored. * **Recent Ownership Change**: NOVAGOLD recently increased its ownership stake in Donlin Gold LLC from 50% to 60% through an acquisition from Barrick Mining Corporation, signaling a renewed commitment to accelerating the project's development. The Donlin Gold project represents a substantial opportunity for gold production, underpinned by its vast resources, high-grade mineralization, and strategic partnerships. The current focus is on de-risking the project through further studies, permit defense, and exploration to unlock its full value.

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section details the nature of forward-looking statements, their inherent risks, and the assumptions they are based upon, particularly concerning the Donlin Gold project [Forward-Looking Statements Overview](index=4&type=section&id=Forward-Looking%20Statements%20Overview) This section outlines the nature of forward-looking statements in the report, which concern future operations, exploration, financial resources, and project viability, including the Donlin Gold project. These statements are not historical facts and involve predictions, expectations, and assumptions about future events - Forward-looking statements cover anticipated results, exploration, financial resources, and future events or conditions, including the Donlin Gold project[6](index=6&type=chunk) - These statements are not historical facts and involve predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events[7](index=7&type=chunk) [Assumptions and Risks](index=4&type=section&id=Assumptions%20and%20Risks) Forward-looking statements are based on material assumptions that could prove incorrect and are subject to various known and unknown risks and uncertainties. These risks include the ability to achieve production at Donlin Gold, dependence on co-owner cooperation, future gold prices, estimated costs, permitting, infrastructure development, and potential litigation outcomes - Forward-looking statements are based on material assumptions that could prove significantly incorrect[8](index=8&type=chunk) - Key risks include the ability to achieve production at Donlin Gold, dependence on co-owner cooperation, future gold prices, estimated capital and operating costs, and obtaining necessary permits[8](index=8&type=chunk) - Additional risks include uncertainty of Donlin Gold production, financing development, commodity price fluctuations, and market/economic conditions[9](index=9&type=chunk) - The company does not assume any obligation to update forward-looking statements unless required by law, and investors should not place undue reliance on them[11](index=11&type=chunk) [PART I - FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's unaudited interim financial statements, management's analysis, market risk disclosures, and internal controls [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents NOVAGOLD's unaudited condensed consolidated interim financial statements, including balance sheets, statements of loss and comprehensive loss, cash flows, and equity. These statements reflect the company's financial position and performance for the periods ended August 31, 2025, and November 30, 2024, and are prepared in accordance with U.S. GAAP [Condensed Consolidated Interim Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Balance%20Sheets) This section presents the company's condensed consolidated interim balance sheets as of August 31, 2025, and November 30, 2024 | ASSETS (US$ thousands) | August 31, 2025 | November 30, 2024 | | :----------------------- | :-------------- | :---------------- | | Cash and cash equivalents | 58,169 | 42,224 | | Term deposits | 67,000 | 59,000 | | Current assets | 126,166 | 102,754 | | Investment in Donlin Gold | 214,948 | 2,597 | | Total Assets | 345,385 | 109,753 | | LIABILITIES (US$ thousands) | | | | Current liabilities | 4,689 | 4,486 | | Promissory note | 162,622 | 151,522 | | Total Liabilities | 168,273 | 157,169 | | EQUITY (DEFICIT) (US$ thousands) | | | | Common shares | 2,251,186 | 1,989,245 | | Accumulated deficit | (2,183,969) | (2,104,932) | | Total Equity (Deficit) | 177,112 | (47,416) | - Total assets significantly increased to **$345,385 thousand** as of August 31, 2025, from **$109,753 thousand** as of November 30, 2024, primarily driven by a substantial increase in the Investment in Donlin Gold[15](index=15&type=chunk) - Total equity shifted from a deficit of **$(47,416) thousand** to a positive equity of **$177,112 thousand**, largely due to increased common shares and contributed surplus[15](index=15&type=chunk) [Condensed Consolidated Interim Statements of Loss and Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Loss%20and%20Comprehensive%20Loss) This section presents the company's condensed consolidated interim statements of loss and comprehensive loss for the periods ended August 31, 2025, and 2024 | (US$ thousands, except per share) | Three months ended Aug 31, 2025 | Three months ended Aug 31, 2024 | Nine months ended Aug 31, 2025 | Nine months ended Aug 31, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | General & administrative | 6,279 | 5,120 | 16,900 | 18,982 | | Equity loss – Donlin Gold | 7,450 | 2,814 | 16,212 | 9,765 | | Total Operating expenses | 13,729 | 7,934 | 33,112 | 28,747 | | Loss from operations | (13,729) | (7,934) | (33,112) | (28,747) | | Warrant expense | — | — | (39,607) | — | | Interest expense - promissory note | (3,827) | (3,833) | (11,100) | (11,132) | | Net loss | (15,646) | (10,743) | (79,037) | (34,761) | | Comprehensive loss | (15,646) | (10,695) | (78,977) | (34,731) | | Net loss per common share | (0.04) | (0.03) | (0.22) | (0.11) | - Net loss for the nine months ended August 31, 2025, significantly increased to **$(79,037) thousand** from **$(34,761) thousand** in the prior year, primarily due to a **$(39,607) thousand** warrant expense[19](index=19&type=chunk) - Equity loss from Donlin Gold more than doubled for both the three-month and nine-month periods, reflecting increased activity and the company's higher ownership stake[19](index=19&type=chunk) [Condensed Consolidated Interim Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) This section presents the company's condensed consolidated interim statements of cash flows for the periods ended August 31, 2025, and 2024 | (US$ thousands) | Three months ended Aug 31, 2025 | Three months ended Aug 31, 2024 | Nine months ended Aug 31, 2025 | Nine months ended Aug 31, 2024 | | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | (903) | (4,039) | (7,992) | (10,609) | | Net cash provided by (used in) investing activities | (260,150) | (2,805) | (235,611) | 10,604 | | Net cash provided by (used in) financing activities | 25,481 | (157) | 259,504 | (174) | | Net change in cash and cash equivalents | (235,567) | (6,996) | 15,945 | (177) | | Cash and cash equivalents at end of period | 58,169 | 45,572 | 58,169 | 45,572 | - Net cash used in investing activities dramatically increased to **$(260,150) thousand** for the three months ended August 31, 2025, primarily due to the **$210,050 thousand** investment in Donlin Gold[21](index=21&type=chunk) - Net cash provided by financing activities saw a significant increase to **$259,504 thousand** for the nine months ended August 31, 2025, driven by equity issuances totaling **$270,754 thousand**[21](index=21&type=chunk) [Condensed Consolidated Interim Statements of Equity (Deficit)](index=10&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Equity%20(Deficit)) This section presents the company's condensed consolidated interim statements of equity (deficit) as of November 30, 2024, and August 31, 2025 | (US$ thousands, shares in thousands) | November 30, 2024 | August 31, 2025 | | :----------------------------------- | :---------------- | :-------------- | | Common shares (Shares) | 334,567 | 406,898 | | Common shares (Amount) | $1,989,245 | $2,251,186 | | Contributed surplus | $93,377 | $134,941 | | Accumulated deficit | $(2,104,932) | $(2,183,969) | | Total equity (deficit) | $(47,416) | $177,112 | - Total equity shifted from a deficit of **$(47,416) thousand** at November 30, 2024, to a positive equity of **$177,112 thousand** at August 31, 2025, primarily due to significant equity offerings[23](index=23&type=chunk) - Common shares outstanding increased from **334,567 thousand** to **406,898 thousand**, reflecting new equity issuances[23](index=23&type=chunk) [Notes to Condensed Consolidated Interim Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated interim financial statements, explaining the company's operations, significant accounting policies, segment information, and specific financial instrument details. Key updates include the change in functional currency, the increased ownership in Donlin Gold, and details of recent equity transactions and related party dealings [NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION](index=11&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20OF%20OPERATIONS%20AND%20BASIS%20OF%20PRESENTATION) This note describes NOVAGOLD's primary asset, the Donlin Gold project, and the recent change in its functional currency to the U.S. dollar - NOVAGOLD's principal asset is a **60% interest** in the Donlin Gold project in Alaska, USA, with no realized revenues from this asset[25](index=25&type=chunk) - Effective April 22, 2025, the functional currency of NOVAGOLD RESOURCES INC. changed from the Canadian dollar to the U.S. dollar due to increasing U.S. dollar denominated activities and financing[27](index=27&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's significant accounting policies, including the treatment of contingent notes receivable, investment in Donlin Gold, and new accounting standards - The company has a **$75,000 contingent note receivable** from the 2018 sale of Galore Creek, which has not been assigned a value as approval of the project construction plan is not yet probable[29](index=29&type=chunk) - Investment in Donlin Gold is accounted for under the equity method; despite a **60% economic interest**, the company is not the primary beneficiary of the Variable Interest Entity (VIE) due to equal **50/50 governance rights** with its new partner, Paulson[30](index=30&type=chunk) - New accounting standards ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Tax Disclosures) are effective for the fiscal year ended November 30, 2025, with no material impact expected from ASU 2023-07[34](index=34&type=chunk)[35](index=35&type=chunk) [NOTE 3 – SEGMENTED INFORMATION](index=12&type=section&id=NOTE%203%20%E2%80%93%20SEGMENTED%20INFORMATION) This note explains that the company's chief operating decision-maker evaluates the business primarily from a geographic perspective, focusing on the Donlin Gold project - The Chief Executive Officer, as the chief operating decision-maker, considers the business from a geographic perspective, focusing on the performance of the investment in the Donlin Gold project in Alaska, USA[36](index=36&type=chunk) [NOTE 4 – NOTES RECEIVABLE](index=13&type=section&id=NOTE%204%20%E2%80%93%20NOTES%20RECEIVABLE) This note details the company's notes receivable from the sale of its interest in the Galore Creek project, including the contingent portion - The company received **$75,000** on July 27, 2021, and **$25,000** on July 27, 2023, from Newmont for the sale of its interest in the Galore Creek project[37](index=37&type=chunk) - No value was assigned to the final **$75,000 contingent note** as Galore Creek project construction approval was not probable as of August 31, 2025[38](index=38&type=chunk) [NOTE 5 – INVESTMENT IN DONLIN GOLD](index=13&type=section&id=NOTE%205%20%E2%80%93%20INVESTMENT%20IN%20DONLIN%20GOLD) This note details the significant increase in the company's investment in Donlin Gold, including the acquisition of an additional 10% interest - On June 3, 2025, NOVAGOLD acquired an additional **10% interest** in Donlin Gold for **$200,000**, increasing its stake to **60%**, while Paulson acquired a **40% interest** for **$800,000**[39](index=39&type=chunk) - The acquisition of the additional **10% interest**, a working capital adjustment of **$980**, and transaction costs of **$9,070** were capitalized to the Investment in Donlin Gold[40](index=40&type=chunk) | Changes in Investment in Donlin Gold (US$ thousands) | Three months ended Aug 31, 2025 | Nine months ended Aug 31, 2025 | | :--------------------------------------------------- | :------------------------------ | :----------------------------- | | Balance – beginning of period | $4,248 | $2,597 | | Acquisition of additional 10% interest | 210,050 | 210,050 | | Share of losses | (7,450) | (16,212) | | Funding | 8,100 | 18,513 | | Balance – end of period | $214,948 | $214,948 | [NOTE 6 – OTHER ASSETS](index=14&type=section&id=NOTE%206%20%E2%80%93%20OTHER%20ASSETS) This note provides a breakdown of other current and long-term assets, including receivables and prepaid expenses | Other Assets (US$ thousands) | August 31, 2025 | November 30, 2024 | | :--------------------------- | :-------------- | :---------------- | | Other current assets | 997 | 1,530 | | Other long-term assets | 4,271 | 4,402 | | Total Other Assets | 5,268 | 5,932 | - Receivable from Donlin Gold increased from **$212 thousand** to **$651 thousand**, while prepaid expenses decreased from **$1,207 thousand** to **$221 thousand**[45](index=45&type=chunk) [NOTE 7 – PROMISSORY NOTE](index=14&type=section&id=NOTE%207%20%E2%80%93%20PROMISSORY%20NOTE) This note details the promissory note payable to Barrick, including its principal, accrued interest, prepayment option, and security package modifications - The company has a promissory note payable to Barrick of **$162,622 thousand**, comprising **$158,916 thousand** in principal and **$3,706 thousand** in accrued interest at U.S. prime plus 2%[46](index=46&type=chunk) - An amended and restated secured promissory note provides an option to prepay the note in full for **$100,000 thousand** on or before December 3, 2026[47](index=47&type=chunk) - The security package was modified to exclude Donlin Gold property or membership interest but remains secured by NGRA's right to proceeds from Donlin Gold[47](index=47&type=chunk) [NOTE 8 – OTHER LIABILITIES](index=15&type=section&id=NOTE%208%20%E2%80%93%20OTHER%20LIABILITIES) This note provides a breakdown of other current and long-term liabilities, including remediation liabilities | Other Liabilities (US$ thousands) | August 31, 2025 | November 30, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Other current liabilities | 335 | 413 | | Other long-term liabilities | 962 | 1,161 | | Total Other Liabilities | 1,297 | 1,574 | - Remediation liabilities decreased from **$244 thousand** to **$159 thousand** (current) and from **$400 thousand** to **$325 thousand** (long-term)[48](index=48&type=chunk) [NOTE 9 – EQUITY TRANSACTIONS](index=15&type=section&id=NOTE%209%20%E2%80%93%20EQUITY%20TRANSACTIONS) This note details the company's recent equity offerings, including a public offering, private placement, and the issuance of Backstop Warrants - In May 2025, the company closed a public equity offering and concurrent private placement, raising aggregate gross proceeds of **$243,839 thousand**, plus an additional **$26,915 thousand** from an overallotment option exercise[49](index=49&type=chunk)[50](index=50&type=chunk) - The company issued **25,500,000 Backstop Warrants** to institutional investors, enabling them to purchase common shares at an exercise price of **$3.00 per share**, with an estimated fair value of **$39,607 thousand** recorded as a non-cash expense[51](index=51&type=chunk)[53](index=53&type=chunk) [NOTE 10 – FAIR VALUE ACCOUNTING](index=16&type=section&id=NOTE%2010%20%E2%80%93%20FAIR%20VALUE%20ACCOUNTING) This note describes the company's financial instruments and their fair value classification, particularly marketable equity securities - The company's financial instruments include cash, term deposits, receivables, marketable equity securities, payables, and a promissory note[54](index=54&type=chunk) - Marketable equity securities, valued at **$3,398 thousand** as of August 31, 2025, are classified within Level 1 of the fair value hierarchy due to quoted market prices in active markets[54](index=54&type=chunk) [NOTE 11 – GENERAL AND ADMINISTRATIVE EXPENSE](index=16&type=section&id=NOTE%2011%20%E2%80%93%20GENERAL%20AND%20ADMINISTRATIVE%20EXPENSE) This note provides a breakdown of general and administrative expenses, highlighting changes in share-based compensation, salaries, and professional fees | G&A Expense (US$ thousands) | Three months ended Aug 31, 2025 | Three months ended Aug 31, 2024 | Nine months ended Aug 31, 2025 | Nine months ended Aug 31, 2024 | | :-------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Share-based compensation | 2,000 | 515 | 4,393 | 5,319 | | Salaries and benefits | 2,038 | 2,055 | 5,831 | 6,186 | | Professional fees | 1,006 | 1,624 | 3,227 | 4,142 | | Total G&A | 6,279 | 5,120 | 16,900 | 18,982 | - General and administrative expenses increased by **$1,159 thousand** for the three months ended August 31, 2025, compared to the prior year, primarily due to higher share-based compensation[55](index=55&type=chunk) - For the nine months ended August 31, 2025, G&A expenses decreased by **$2,082 thousand**, mainly due to lower share-based compensation, professional fees, and salaries and benefits[55](index=55&type=chunk) [NOTE 12 – OTHER INCOME (EXPENSE), NET](index=17&type=section&id=NOTE%2012%20%E2%80%93%20OTHER%20INCOME%20(EXPENSE)%2C%20NET) This note details other income and expenses, net, focusing on changes in the fair market value of marketable equity securities | Other Income (Expense), Net (US$ thousands) | Three months ended Aug 31, 2025 | Three months ended Aug 31, 2024 | Nine months ended Aug 31, 2025 | Nine months ended Aug 31, 2024 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Change in fair market value of marketable equity securities | 662 | 7 | 945 | 978 | | Gain on sale of mineral property | — | — | — | 743 | | Total Other Income (Expense), Net | 670 | (14) | 922 | 1,708 | - Other income, net, for the three months ended August 31, 2025, was **$670 thousand**, a significant increase from **$(14) thousand** in the prior year, primarily due to a higher change in fair market value of marketable equity securities[57](index=57&type=chunk) [NOTE 13 – SHARE-BASED COMPENSATION](index=17&type=section&id=NOTE%2013%20%E2%80%93%20SHARE-BASED%20COMPENSATION) This note provides a breakdown of share-based compensation expenses and unrecognized compensation costs for stock options and PSU awards | Share-based Compensation (US$ thousands) | Three months ended Aug 31, 2025 | Three months ended Aug 31, 2024 | Nine months ended Aug 31, 2025 | Nine months ended Aug 31, 2024 | | :--------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Stock options | 1,200 | 485 | 2,440 | 3,134 | | Performance share unit plan | 730 | (39) | 1,745 | 1,982 | | Deferred share unit plan | 70 | 69 | 209 | 203 | | Total Share-based Compensation | 2,000 | 515 | 4,394 | 5,319 | - Total share-based compensation increased to **$2,000 thousand** for the three months ended August 31, 2025, from **$515 thousand** in the prior year, mainly due to higher stock option and PSU expenses[58](index=58&type=chunk) - As of August 31, 2025, the company had **$5,677 thousand** of unrecognized compensation cost for **5,308,654 non-vested stock options** and **$4,919 thousand** for **2,074,300 non-vested PSU awards**[60](index=60&type=chunk)[61](index=61&type=chunk) [NOTE 14 – RELATED PARTY TRANSACTIONS](index=19&type=section&id=NOTE%2014%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including services provided to Donlin Gold and equity transactions involving a major shareholder - The company provided management and administrative services to Donlin Gold for **$201 thousand** and **$533 thousand** in the three and nine months ended August 31, 2025, respectively[62](index=62&type=chunk) - NOVAGOLD issued **25,500,000 Backstop Warrants** with a fair value of **$39,607 thousand** to institutional investors, including Electrum Strategic Resources L.P., an affiliate of NOVAGOLD's Chairman and largest shareholder[63](index=63&type=chunk) - Electrum also purchased **13,333,334 shares** in a private placement concurrent with the public equity offering[64](index=64&type=chunk) [NOTE 15 – SUPPLEMENTAL CASH FLOW INFORMATION](index=19&type=section&id=NOTE%2015%20%E2%80%93%20SUPPLEMENTAL%20CASH%20FLOW%20INFORMATION) This note provides supplemental cash flow details, including interest and dividends received and non-cash financing activities | Supplemental Cash Flow Information (US$ thousands) | Three months ended Aug 31, 2025 | Three months ended Aug 31, 2024 | Nine months ended Aug 31, 2025 | Nine months ended Aug 31, 2024 | | :------------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Interest and dividends received | 1,956 | 365 | 3,871 | 3,445 | | Income taxes paid | — | 437 | 223 | 537 | - The issuance of Backstop Warrants with an estimated total fair value of **$39,607 thousand** was recorded as a non-cash expense and represents a non-cash financing activity[66](index=66&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on NOVAGOLD's financial condition and operational performance for the three and nine months ended August 31, 2025. Key discussions include the acquisition of Barrick's interest in Donlin Gold, related financing activities, project advancements, community engagement, permitting status, consolidated financial results, revised 2025 guidance, and liquidity [Highlights](index=20&type=section&id=Highlights) This section summarizes key events, including the acquisition of Barrick's interest in Donlin Gold and the associated financing activities - On June 3, 2025, NOVAGOLD and Paulson completed the **$1 billion** acquisition of Barrick's **50% interest** in Donlin Gold, increasing NOVAGOLD's economic stake to **60%**[69](index=69&type=chunk) - NOVAGOLD funded its portion of the acquisition through a public equity offering (**$195.2 million**) and a private placement (**$64.4 million**), totaling **$260.4 million**[70](index=70&type=chunk) [Company Overview](index=20&type=section&id=Company%20Overview) This section provides an overview of NOVAGOLD's operations, primarily focusing on the Donlin Gold project, and its corporate goals - NOVAGOLD operates in the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska, where it holds a **60% economic interest**[71](index=71&type=chunk) - Corporate goals include completing the Bankable Feasibility Study (BFS), maintaining a favorable reputation, promoting community outreach and sustainability, and managing treasury effectively[72](index=72&type=chunk) [Overview of Donlin Gold Transaction and Financing Activities in the Third Quarter](index=21&type=section&id=Overview%20of%20Donlin%20Gold%20Transaction%20and%20Financing%20Activities%20in%20the%20Third%20Quarter) This section details the Donlin Gold acquisition, the amended LLC agreement, the promissory note modification, and the public equity offering - NOVAGOLD acquired an additional **10% interest** in Donlin Gold for **$200 million**, increasing its stake to **60%**, while Paulson acquired the remaining **40%** for **$800 million**[73](index=73&type=chunk) - An amended and restated LLC agreement for Donlin Gold ensures equal governance rights between NOVAGOLD and Paulson, despite NOVAGOLD's **60% economic interest**[74](index=74&type=chunk)[76](index=76&type=chunk) - The promissory note with Barrick was amended, allowing NOVAGOLD to prepay it for **$100 million** by December 3, 2026, and modifying the security package[75](index=75&type=chunk) - A public offering of **47,850,000 common shares** at **$3.75 per share**, including an overallotment option, generated approximately **$195.2 million** in net proceeds[77](index=77&type=chunk) [Donlin Gold project](index=22&type=section&id=Donlin%20Gold%20project) This section provides updates on the Donlin Gold project, including the Bankable Feasibility Study, drill program results, community engagement, and permitting status - Donlin Gold issued an RFP for its Bankable Feasibility Study (BFS) to top-tier engineering firms, with contract award expected before year-end[81](index=81&type=chunk) - Initial results from the 2025 drill program confirmed consistent mineralization, with standout intervals up to **23.49 g/t gold**, supporting a new resource model and BFS advancement[81](index=81&type=chunk)[82](index=82&type=chunk) - Donlin Gold expanded outreach efforts, hosted site tours for investors, analysts, and government representatives, and strengthened community ties through various cultural and social initiatives[78](index=78&type=chunk)[85](index=85&type=chunk)[87](index=87&type=chunk) - All permits and approvals for Donlin Gold remain in place despite ongoing legal challenges, with the company supporting federal and state agencies in defending their permitting processes[94](index=94&type=chunk) [Consolidated Financial Results](index=25&type=section&id=Consolidated%20Financial%20Results) This section discusses the company's consolidated financial performance, highlighting changes in net loss and Donlin Gold expenses - Net loss increased by **$4.9 million** in Q3 2025 YoY due to higher Donlin Gold field expenses and general and administrative (G&A) expenses[95](index=95&type=chunk) - For the first nine months of 2025, net loss increased by **$44.3 million** YoY, primarily due to a **$39.6 million** non-cash warrant expense and higher Donlin Gold field expenses[95](index=95&type=chunk) - Donlin Gold expenses were higher due to the company's increased **60% share** and increased site activity in 2025 compared to 2024[96](index=96&type=chunk) [Revised 2025 Guidance](index=25&type=section&id=Revised%202025%20Guidance) This section outlines the revised financial guidance for 2025, including increased funding for Donlin Gold and corporate general and administrative costs - NOVAGOLD's share of Donlin Gold 2025 funding is expected to increase to **$24.0 million** (from **$43.0 million** total budget) due to its incremental **10% funding obligation**[98](index=98&type=chunk) - 2025 corporate general and administrative costs are projected to increase to **$18.0 million** (from **$16.0 million**) due to higher professional fees related to the Donlin Gold Transaction[98](index=98&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's liquidity position, including cash and term deposits, cash flow changes, and outstanding equity instruments - As of August 31, 2025, the company had **$125.2 million** in total cash and term deposits, sufficient to cover anticipated funding and G&A costs for at least the next two and a half years[100](index=100&type=chunk) - Cash equivalents decreased by **$235.6 million** in Q3 2025, primarily due to the **$210.1 million** Donlin Gold Transaction payment and net term deposit purchases, partially offset by equity offering proceeds[101](index=101&type=chunk) - A backstop agreement provided commitments up to **$170 million** for the Donlin Gold acquisition, in consideration for which **25,500,000 warrants** were issued to investors[103](index=103&type=chunk)[105](index=105&type=chunk) - As of September 26, 2025, the company had **406,926,988 common shares** outstanding, along with **25,500,000 warrants**, **9,812,434 stock options**, **2,074,300 PSUs**, and **308,245 deferred share units**[107](index=107&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details the company's exposure to financial risks, specifically credit risk and interest rate risk. Credit risk is concentrated in cash and term deposits held at investment-grade Canadian banks. Interest rate risk arises from the variable interest rate on the promissory note to Barrick, with a 1% change in the U.S. prime rate impacting accrued interest by approximately $1.6 million annually - Credit risk exists with cash, cash equivalents, and term deposit investments, all held at investment-grade Canadian chartered banks[110](index=110&type=chunk) - The promissory note to Barrick has a variable interest rate (U.S. prime plus 2%), meaning a **1% change** in the U.S. prime rate would alter accrued interest by approximately **$1.6 million** per annum[111](index=111&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of disclosure controls and procedures as of August 31, 2025. A deficiency was identified regarding the untimely filing of a Form 8-K for a director's resignation, which has since been remediated through revised policies and additional training. Despite the past delinquency, controls were deemed effective, though the company will be ineligible to use Form S-3 until July 2026 - A deficiency in disclosure controls was identified due to the untimely filing of a Form 8-K regarding a director's resignation[112](index=112&type=chunk) - Remedial steps, including revising written policies and instituting additional training, were taken, and disclosure controls and procedures were concluded to be effective as of August 31, 2025[112](index=112&type=chunk) - As a result of the delinquent Form 8-K filing, the company will be ineligible to use Form S-3 to register securities with the SEC until July 2026[112](index=112&type=chunk) [PART II - OTHER INFORMATION](index=29&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, updated risk factors, equity sales, defaults, mine safety, other information, and a list of exhibits [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is routinely involved in ordinary course litigation and proceedings but is not aware of any material current, pending, or threatened litigation - The company is not aware of any material current, pending, or threatened litigation[115](index=115&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors from the Annual Report on Form 10-K, highlighting new or materially changed risks. Key risks include dependence on the cooperation of the Donlin Gold co-owner, the impact of disproportionately reduced voting rights despite a 60% economic interest, and the consequences of a recently identified and remediated deficiency in disclosure controls - The company is dependent on the cooperation of its Donlin Gold co-owner (Paulson) for project exploration and development, as governance rights are shared equally despite NOVAGOLD's **60% economic interest**[118](index=118&type=chunk) - NOVAGOLD's voting interests in Donlin Gold are contractually reduced to **50%** in the Amended and Restated LLC Agreement, which may reduce the value attributed to its interest and its ability to assert proportionate rights[119](index=119&type=chunk) - A deficiency in disclosure controls and procedures was identified and remediated, but any future failures could harm operating results, impede timely reporting, and affect access to capital markets[120](index=120&type=chunk)[121](index=121&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds to report[122](index=122&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[123](index=123&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[124](index=124&type=chunk) [Item 5. Other Information.](index=30&type=section&id=Item%205.%20Other%20Information.) There is no other information to report for the period - No other information to report[125](index=125&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including key agreements, certifications, and XBRL data - Key exhibits include the Amended and Restated LLC Operating Agreement, Amended and Restated Promissory Note, and various certifications (CEO, CFO)[131](index=131&type=chunk)