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)

Core Viewpoint - NOVAGOLD Resources Inc. has made significant progress in its Donlin Gold project, highlighted by the completion of a transformative acquisition and ongoing exploration activities, positioning the project to potentially become the largest gold mine in the United States [8][9][12]. Financial Results - As of August 31, 2025, NOVAGOLD held approximately $125 million in cash and term deposits, with net third-quarter cash expenditures of $9 million, primarily for the Donlin Gold project [3][4]. - The company reported a net loss of $15.6 million for the third quarter of 2025, translating to earnings per share of ($0.04) [4]. - The total cash equivalents decreased by $235.6 million in the third quarter, mainly due to the completion of the Donlin Gold transaction [32]. Project Developments - The company successfully completed a $1 billion acquisition of Barrick Mining's 50% interest in Donlin Gold, increasing its stake to 60% [6][8]. - A Request for Proposals (RFP) for the Bankable Feasibility Study (BFS) has been issued, with contract selection expected by year-end [19][28]. - The 2025 drill program confirmed consistent mineralization across multiple zones, with standout intervals containing up to 23.49 g/t gold [17][20]. Community Engagement and Environmental Initiatives - NOVAGOLD has engaged with local stakeholders, including hosting site visits for community representatives and government officials [11][20]. - The company has advanced environmental restoration efforts, including habitat restoration projects to support aquatic life [23][24]. Regulatory and Permitting Status - The project has received most federal and state permits, with ongoing support from state agencies in defending its water rights permits and pipeline right-of-way [25][27]. - The company is actively involved in maintaining and defending its permits amid ongoing litigation [26][27]. Future Outlook - The company anticipates awarding the BFS contract and commencing work shortly thereafter, with plans for further exploration to expand resources [28][29]. - NOVAGOLD's share of the Donlin Gold 2025 funding is expected to increase to $24 million due to its increased ownership stake [36].

Group 1 - The price of gold has reached a historic high, currently standing at $3,890 per ounce, leading to a pre-market rise in gold stocks in the US [1] - AngloGold shares increased by over 3%, while Harmony Gold and Kinross Gold saw gains of over 2% [1] - Other companies such as Pan American Silver and Fortuna Silver also experienced pre-market increases of over 1% [1] Group 2 - AngloGold's latest price is $70.33, with a market capitalization of $35.499 billion and a year-to-date increase of 216.85% [2] - DRDGOLD shares are priced at $27.60, with a market cap of $2.385 billion and a year-to-date increase of 226.89% [2] - Kinross Gold's latest price is $24.85, with a market cap of $30.287 billion and a year-to-date increase of 170.31% [2]

Core Insights - Artificial intelligence (AI) is identified as the greatest investment opportunity of the current era, with a strong emphasis on the urgency to invest in AI technologies now [1][13] - The energy demands of AI technologies are highlighted, with data centers consuming as much energy as small cities, leading to concerns about power grid strain and rising electricity prices [2][3] Investment Opportunity - A specific company is presented as a unique investment opportunity, positioned to benefit from the increasing energy demands of AI, owning critical energy infrastructure assets [3][6] - This company is not a chipmaker or cloud platform but is crucial for supplying the energy needed for AI advancements [3][6] Energy Infrastructure - The company is described as a "Toll Booth" operator in the AI energy boom, collecting fees from energy exports and benefiting from the onshoring trend driven by tariffs [5][6] - It owns significant nuclear energy infrastructure, making it integral to America's future power strategy and capable of executing large-scale energy projects [7][8] Financial Position - The company is noted for being debt-free and having a substantial cash reserve, equating to nearly one-third of its market capitalization, which positions it favorably compared to other energy firms burdened with debt [8][10] - It also holds a significant equity stake in another AI-related company, providing indirect exposure to multiple growth engines in the AI sector [9][10] Market Perception - Wall Street is beginning to recognize this company as it rides various market tailwinds without the high valuations typical of many energy and utility firms [8][10] - The company is trading at less than 7 times earnings, indicating it is undervalued relative to its potential in the AI and energy sectors [10][11] Future Outlook - The ongoing influx of talent into AI is expected to drive continuous innovation and advancements, reinforcing the importance of investing in AI-related companies [12] - The combination of AI infrastructure needs, energy demands, and favorable market conditions presents a compelling case for investment in this company [14][15]

Core Viewpoint - Momentum investing focuses on following a stock's recent price trends, with the aim of buying high and selling even higher, capitalizing on established price movements [1] Company Overview: Novagold (NG) - Novagold currently holds a Momentum Style Score of A, indicating strong momentum characteristics [2] - The company has a Zacks Rank of 2 (Buy), suggesting it is positioned for potential outperformance in the market [3] Performance Metrics - Over the past week, Novagold shares increased by 2.37%, while the Zacks Mining - Gold industry rose by 5.47% [5] - In a longer timeframe, Novagold's monthly price change is 20.66%, compared to the industry's 22.48% [5] - Over the last quarter, Novagold shares have surged by 78.92%, and by 69.77% over the past year, significantly outperforming the S&P 500, which increased by 11.05% and 18.96% respectively [6] Trading Volume - The average 20-day trading volume for Novagold is 3,168,344 shares, which serves as a bullish indicator when combined with rising stock prices [7] Earnings Outlook - In the past two months, one earnings estimate for Novagold has increased, while none have decreased, leading to a consensus estimate improvement from -$0.12 to -$0.11 [9] - For the next fiscal year, one estimate has also moved upwards with no downward revisions [9] Conclusion - Given the strong performance metrics and positive earnings outlook, Novagold is recommended as a stock to watch for potential near-term gains, supported by its 2 (Buy) rating and A Momentum Score [10]

Core Insights - The company is focused on the development of transcript-related projects, indicating a commitment to enhancing their offerings in this area [1] Group 1 - The company publishes thousands of quarterly earnings calls each quarter, showcasing significant growth and expansion in their coverage [1]

Core Points - NOVAGOLD Resources Inc. will release its 2025 third quarter report on October 1, 2025, before market open [1] - A conference call and video webcast will follow at 8:00 am PT to discuss the results [1] - The call will feature updates on the Donlin Gold drill program, community outreach, environmental initiatives, and progress towards the Bankable Feasibility Study [2] - The CFO will present a summary of the third quarter financial results during the webcast [2] Contact Information - NOVAGOLD's corporate communications and investor relations contacts are provided for further inquiries [5]

Financial Data and Key Metrics Changes - The company completed a significant transaction, acquiring Barrick's 50% interest in the Donlin project, resulting in a new ownership structure where NovaGold holds 60% of the project [2][3] - Following the transaction, the company's stock price increased from approximately $2 per share to just under $7 per share, indicating a positive market response [21] Business Line Data and Key Metrics Changes - The Donlin project is highlighted as one of the largest undeveloped gold deposits, with a projected production of about 1.5 million ounces per year for the first five years and an average of 1.4 million ounces per year over ten years [10][13] - The project has a significant cash margin, approaching $3,000 per ounce at current gold prices, which underscores its profitability potential [10] Market Data and Key Metrics Changes - The gold price increase has opened up wide margins for gold producers, enhancing the project's leverage to gold prices [12] - Alaska is noted as a favorable mining jurisdiction, being the second-largest gold-producing state in the U.S., which adds to the project's attractiveness [11][16] Company Strategy and Development Direction - The company aims to update the feasibility study for the Donlin project and move towards a construction decision, with plans to initiate the feasibility study by the end of the year [23][26] - The partnership with Paulson Advisors is seen as a strategic advantage, providing financial backing and expertise to advance the project [4][22] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the project's potential, citing the removal of uncertainty following the partnership with Paulson, which is expected to lead to a substantial increase in shareholder value [8][9] - The company is optimistic about the future, anticipating that the feasibility study will take 18 months to 2 years, after which a construction decision can be made [26] Other Important Information - The company has completed the federal permitting process and is nearing completion of state permits, with only the Tailings Dam permit remaining [18][19] - The company is actively engaging with major engineering firms to update the feasibility study, indicating a proactive approach to project advancement [23] Q&A Session Summary Question: When does the company expect to reach a construction decision? - Management indicated that the feasibility study will be initiated late this year and is expected to take 18 months to 2 years, allowing for a construction decision thereafter [26]

Precious Metals Summit, Beaver Creek September 9-12, 2025 TSX, NYSE AMERICAN: NG | NOVAGOLD.COM CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS This presentation includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include future-oriented financial information or fina ...