NOVAGOLD(NG) - 2022 Q1 - Quarterly Report

Form 10-Q Filing Information This section provides essential filing details for NOVAGOLD RESOURCES INC.'s Form 10-Q for the quarterly period ended February 28, 2022 General Information This section details NOVAGOLD RESOURCES INC.'s Form 10-Q filing for Q1 2022, including its large accelerated filer status and common shares outstanding - NOVAGOLD RESOURCES INC. filed its Form 10-Q for the quarterly period ended February 28, 2022[2] - The registrant is classified as a large accelerated filer[5] Common Shares Outstanding | Metric | Value | | :--- | :--- | | Common Shares Outstanding (as of March 29, 2022) | 333,192,571 | Forward-Looking Statements This section outlines the nature of forward-looking statements within the report and the inherent risks and uncertainties associated with them Nature of Forward-Looking Statements This section clarifies the report contains forward-looking statements about future operations and the Donlin Gold project, based on management's estimates - The report includes forward-looking statements concerning anticipated results, planned exploration, financial resources, and future events, particularly related to the Donlin Gold project[9] - These statements are based on management's forecasts, estimates, and assumptions, and are not historical facts[9][10] Risks and Uncertainties Forward-looking statements are subject to various known and unknown risks, including Donlin Gold production, costs, commodity prices, and permitting delays - Forward-looking statements are subject to known and unknown risks that could cause actual results to differ materially[11][12] - Key risks include: * Ability to achieve production at the Donlin Gold project * Uncertainty of estimated capital costs, operating costs, production, and economic returns * Commodity price fluctuations * Risks related to market events and general economic conditions * Impacts of the COVID-19 pandemic * Dependence on third parties and joint venture partners for Donlin Gold activities * Permitting delays and opposition to operations * Inability to develop or access required infrastructure * Uncertainty related to title to the Donlin Gold project * Mining and development risks (accidents, equipment breakdowns, labor disputes) * Governmental regulation and environmental risks * Need for reclamation activities and uncertainty of cost estimates * Credit, liquidity, interest rate, and currency risks * Risks related to increases in demand for equipment, skilled labor, and services * Uncertainty as to the outcome of potential litigation * Risks related to information technology systems * Risks related to the Company's status as a 'passive foreign investment company' * Risks related to the effects of global climate change on the Donlin Gold project[11][14] - The Company does not assume any obligation to update forward-looking statements unless required by law[13] PART I - FINANCIAL INFORMATION This part presents NOVAGOLD's unaudited condensed consolidated interim financial statements and management's discussion and analysis for the first quarter Item 1. Financial Statements This section presents NOVAGOLD's unaudited condensed consolidated interim financial statements for Q1 2022, including balance sheets, loss, cash flows, and equity Condensed Consolidated Interim Balance Sheets NOVAGOLD's cash and cash equivalents decreased to $77,133 thousand from $91,124 thousand, with total assets declining to $188,411 thousand and total equity to $68,434 thousand Balance Sheet Metrics | Metric (US$ thousands) | Feb 28, 2022 | Nov 30, 2021 | Change | | :--------------------- | :----------- | :----------- | :----- | | Cash and cash equivalents | 77,133 | 91,124 | (13,991) | | Term deposits | 78,000 | 78,000 | 0 | | Current assets | 156,443 | 169,451 | (13,008) | | Total assets | 188,411 | 198,852 | (10,441) | | Current liabilities | 2,298 | 4,383 | (2,085) | | Promissory note | 117,235 | 115,723 | 1,512 | | Total liabilities | 119,977 | 120,570 | (593) | | Total equity | 68,434 | 78,282 | (9,848) | Condensed Consolidated Interim Statements of Loss and Comprehensive Loss NOVAGOLD reported a net loss of $9,995 thousand, up from $7,956 thousand year-over-year, with net loss per share at $0.03 and Donlin Gold equity loss increasing to $4,040 thousand Loss and Comprehensive Loss Metrics | Metric (US$ thousands, except per share) | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | Change | | :--------------------------------------- | :------------------------------ | :------------------------------ | :----- | | General and administrative | 5,177 | 5,329 | (152) | | Equity loss – Donlin Gold | 4,040 | 1,968 | 2,072 | | Loss from operations | (9,217) | (7,297) | (1,920) | | Interest expense on promissory note | (1,512) | (1,434) | (78) | | Accretion of notes receivable | 210 | 854 | (644) | | Other income (expense), net | 524 | (79) | 603 | | Net loss | (9,995) | (7,956) | (2,039) | | Comprehensive loss | (9,817) | (7,178) | (2,639) | | Net loss per common share – basic and diluted | (0.03) | (0.02) | (0.01) | Condensed Consolidated Interim Statements of Cash Flows Net cash used in operating activities increased to $6,003 thousand, with investing activities shifting to a $5,936 thousand outflow, and cash equivalents decreasing by $13,991 thousand Cash Flow Metrics | Metric (US$ thousands) | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | Change | | :-------------------------------- | :------------------------------ | :------------------------------ | :----- | | Net cash used in operating activities | (6,003) | (4,286) | (1,717) | | Net cash provided by (used in) investing activities | (5,936) | 7,054 | (12,990) | | Net cash used in financing activities | (2,122) | (731) | (1,391) | | Net change in cash and cash equivalents | (13,991) | 2,287 | (16,278) | | Cash and cash equivalents at end of period | 77,133 | 63,193 | 13,940 | - Funding of Donlin Gold increased to $5,936 thousand in Q1 2022 from $2,946 thousand in Q1 2021[24] Condensed Consolidated Interim Statements of Equity Total equity decreased from $78,282 thousand to $68,434 thousand, driven by a $9,995 thousand net loss and $2,122 thousand withholding tax on PSUs Equity Metrics | Metric (US$ thousands, except shares) | Nov 30, 2021 | Feb 28, 2022 | Change | | :------------------------------------ | :----------- | :----------- | :----- | | Common shares (thousands) | 332,416 | 332,990 | 574 | | Common shares (amount) | 1,978,520 | 1,980,801 | 2,281 | | Contributed surplus | 82,216 | 79,904 | (2,312) | | Accumulated deficit | (1,959,165) | (1,969,160) | (9,995) | | Accumulated other comprehensive loss | (23,289) | (23,111) | 178 | | Total equity | 78,282 | 68,434 | (9,848) | - Key changes in equity for the three months ended February 28, 2022: * Net loss: $(9,995) thousand * Share-based compensation: $2,091 thousand * Withholding tax on PSUs: $(2,122) thousand * Other comprehensive income: $178 thousand[27] Notes to Condensed Consolidated Interim Financial Statements These notes provide essential details for the interim financial statements, covering operations, accounting policies, Donlin Gold investment, and expense breakdowns NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION NOVAGOLD focuses on gold exploration and development, holding a 50% interest in the Donlin Gold project in Alaska, with unaudited financials in US dollars - NOVAGOLD's primary business is gold exploration and development, with no realized revenues from its principal business purpose[29] - The Company holds a 50% interest in the Donlin Gold project in Alaska, USA, operated by Donlin Gold LLC, a joint venture with Barrick Gold Corporation[29] - The interim financial statements are unaudited and presented in US dollars, with Canadian dollar as the functional currency for Canadian operations[30][31] NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines key accounting policies, including contingent note receivable treatment, equity method for Donlin Gold, and fair value measurement of share-based payments - A $75,000 contingent note receivable from the Galore Creek sale is not assigned a value as its approval is not probable[32] - The investment in Donlin Gold is accounted for under the equity method, as NOVAGOLD has significant influence but not control, and is not the primary beneficiary of the Variable Interest Entity (VIE)[33][34] - Share-based compensation awards are recorded at fair value on the grant date and expensed over the service period, using Black-Scholes for stock options and Monte Carlo for PSUs[36] NOTE 3 – SEGMENTED INFORMATION Operating segments are reported based on internal CEO reporting, focusing on the Donlin Gold project in Alaska from a geographic perspective - Operating segments are reported consistent with internal reporting to the CEO, who is the chief operating decision-maker[38] - The CEO considers the business from a geographic perspective, focusing on the Donlin Gold project in Alaska, USA[38] NOTE 4 – NOTES RECEIVABLE NOVAGOLD holds a $25,000 thousand note receivable from Newmont, with a $23,782 thousand carrying value, and a $75,000 thousand contingent note not valued due to low probability - The Company received $75,000 from Newmont on July 27, 2021, related to a note receivable from the Galore Creek project sale[39] Note Receivable Details | Note Receivable | Amount (US$ thousands) | Status/Details | | :---------------- | :--------------------- | :------------- | | $25,000 note receivable | 23,782 (carrying value as of Feb 28, 2022) | Due on earlier of Galore Creek feasibility study completion or July 31, 2023; accreted at 3.6% over five years | | $75,000 contingent note receivable | Not valued | Contingent upon approval of Galore Creek project construction plan; not probable as of Feb 28, 2022 | NOTE 5 – INVESTMENT IN DONLIN GOLD Investment in Donlin Gold increased to $5,472 thousand from $3,576 thousand, driven by $5,936 thousand funding, offset by $4,040 thousand share of losses - NOVAGOLD and Barrick each own a 50% interest in Donlin Gold LLC, with significant decisions requiring majority board approval[42] Donlin Gold Investment Metrics | Metric (US$ thousands) | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | | :--------------------- | :------------------------------ | :------------------------------ | | Balance – beginning of period | 3,576 | 2,614 | | Share of losses | (4,040) | (1,968) | | Funding | 5,936 | 2,946 | | Balance – end of period | 5,472 | 3,592 | Donlin Gold LLC (NOVAGOLD's 50% share) | Donlin Gold LLC (NOVAGOLD's 50% share, US$ thousands) | Feb 28, 2022 | Nov 30, 2021 | | :---------------------------------------------------- | :----------- | :----------- | | Current assets | 6,795 | 3,815 | | Non-current assets: Mineral property | 32,615 | 32,615 | | Net assets | 37,472 | 35,576 | NOTE 6 – OTHER ASSETS Other current assets increased to $1,310 thousand from $327 thousand, mainly due to prepaid expenses, while long-term assets grew to $2,714 thousand Other Assets | Other Assets (US$ thousands) | Feb 28, 2022 | Nov 30, 2021 | | :--------------------------- | :----------- | :----------- | | Other current assets | 1,310 | 327 | | Accounts and interest receivable | 351 | 302 | | Prepaid expenses | 959 | 25 | | Other long-term assets | 2,714 | 2,253 | | Marketable equity securities | 2,345 | 1,830 | | Right-of-use assets | 344 | 396 | | Office equipment | 25 | 27 | NOTE 7 – PROMISSORY NOTE A promissory note payable to Barrick totals $117,235 thousand, with $51,576 thousand principal and $65,659 thousand accrued interest at U.S. prime plus 2% Promissory Note to Barrick | Promissory Note to Barrick (US$ thousands) | Amount | | :--------------------------------------- | :----- | | Total Promissory Note (as of Feb 28, 2022) | 117,235 | | Principal | 51,576 | | Accrued Interest | 65,659 | | Interest Rate | U.S. prime plus 2% | | Payment Terms | From 85% of NOVAGOLD's share of future Donlin Gold revenue or proceeds from reducing interest in Donlin Gold | NOTE 8 – OTHER LIABILITIES Other current liabilities decreased to $1,031 thousand from $1,064 thousand, mainly due to reduced lease obligations, with long-term liabilities also slightly down Other Liabilities | Other Liabilities (US$ thousands) | Feb 28, 2022 | Nov 30, 2021 | | :-------------------------------- | :----------- | :----------- | | Other current liabilities | 1,031 | 1,064 | | Remediation liabilities | 840 | 840 | | Lease obligations | 191 | 224 | | Other long-term liabilities | 444 | 464 | | Remediation liabilities | 280 | 280 | | Lease obligations | 164 | 184 | NOTE 9 – FAIR VALUE ACCOUNTING Financial instruments are classified into a three-level fair value hierarchy, with marketable equity securities valued at $2,345 thousand as Level 1 - Financial instruments are classified into Level 1, 2, or 3 of the fair value hierarchy[49] - Cash and cash equivalents, term deposits, accounts receivable, and accounts payable approximate carrying value due to short-term maturity[49] Fair Value of Financial Instruments | Financial Instrument | Fair Value (US$ thousands, Feb 28, 2022) | Fair Value (US$ thousands, Nov 30, 2021) | Fair Value Hierarchy Level | | :------------------- | :--------------------------------------- | :--------------------------------------- | :------------------------- | | Marketable equity securities | 2,345 | 1,830 | Level 1 | NOTE 10 – GENERAL AND ADMINISTRATIVE EXPENSE General and administrative expenses decreased to $5,177 thousand from $5,329 thousand, driven by lower professional fees and corporate communications costs General and Administrative Expenses | Expense Category (US$ thousands) | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | Change | | :------------------------------- | :------------------------------ | :------------------------------ | :----- | | Share-based compensation | 2,091 | 2,042 | 49 | | Salaries and benefits | 1,768 | 1,768 | 0 | | Office expense | 729 | 589 | 140 | | Corporate communications and regulatory | 253 | 309 | (56) | | Professional fees | 334 | 619 | (285) | | Depreciation | 2 | 2 | 0 | | Total | 5,177 | 5,329 | (152) | NOTE 11 – OTHER INCOME (EXPENSE), NET Other income (expense), net, improved to $524 thousand income from $79 thousand expense, driven by increased marketable securities value and reduced foreign exchange loss Other Income (Expense), Net | Item (US$ thousands) | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | Change | | :------------------- | :------------------------------ | :------------------------------ | :----- | | Interest income | 136 | 178 | (42) | | Foreign exchange loss | (112) | (483) | 371 | | Change in fair market value of marketable securities | 500 | 226 | 274 | | Total | 524 | (79) | 603 | NOTE 12 – SHARE-BASED COMPENSATION Share-based compensation expense increased to $2,091 thousand, with $6,048 thousand unrecognized cost for stock options and $6,077 thousand for PSUs Share-Based Compensation Expense | Compensation Type (US$ thousands) | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | Change | | :-------------------------------- | :------------------------------ | :------------------------------ | :----- | | Stock options | 1,193 | 1,193 | 0 | | Performance share unit plan | 836 | 796 | 40 | | Deferred share unit plan | 62 | 53 | 9 | | Total | 2,091 | 2,042 | 49 | - As of February 28, 2022: * Unrecognized compensation cost for non-vested stock options: $6,048 thousand (expected to vest over ~2.75 years) * Unrecognized compensation cost for non-vested PSU awards: $6,077 thousand (expected to vest over ~2.75 years)[53][54] PSU-Related Information | PSU-Related Information | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | | :---------------------- | :------------------------------ | :------------------------------ | | Performance multiplier on PSUs vested | 93% | 150% | | Common shares issued (thousands) | 430 | 574 | | Total fair value of common shares issued | $2,903 | $5,723 | | Withholding tax paid on PSUs vested | $2,122 | $731 | NOTE 13 – NET CHANGE IN OPERATING ASSETS AND LIABILITIES Net change in operating assets and liabilities resulted in a $3,053 thousand cash outflow, driven by decreases in accrued payroll and other assets Net Change in Operating Assets and Liabilities | Item (US$ thousands) | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | Change | | :------------------- | :------------------------------ | :------------------------------ | :----- | | Other assets | (994) | 768 | (1,762) | | Accounts payable and accrued liabilities | (151) | (355) | 204 | | Accrued payroll and related benefits | (1,908) | (1,592) | (316) | | Total | (3,053) | (1,179) | (1,874) | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses NOVAGOLD's financial condition and operations for Q1 2022, focusing on Donlin Gold advancement, COVID-19 response, community engagement, and financial results Overview NOVAGOLD focuses on advancing the Donlin Gold project, aiming for a construction decision while maintaining stakeholder support and a healthy balance sheet - NOVAGOLD's primary focus is advancing the Donlin Gold project in Alaska, a 50% owned joint venture with Barrick[59] - Corporate goals include: * Advancing Donlin Gold towards a construction decision * Maintaining stakeholder support * Promoting a strong safety, sustainability, and environmental culture * Maintaining a favorable reputation * Preserving a healthy balance sheet[60] First Quarter Highlights Q1 highlights include COVID-19 mitigation, extensive Y-K community engagement, and ongoing permitting updates for the Donlin Gold project COVID-19 Response NOVAGOLD implemented COVID-19 safety policies at offices and Donlin Gold site, including vaccination and testing, acknowledging potential ongoing pandemic impacts - The Company implemented policies for employee safety and COVID-19 mitigation, including vaccination, remote work, and travel restrictions[61] - Donlin Gold project site protocols include: * Pre-visit and on-site testing for all personnel * Additional testing for local hires before returning to villages * Utilizing charters for safe employee transport * Screening and physical distancing measures * Increased sanitization and communication on hygiene[63] - The continuation of the COVID-19 pandemic could impact employee health, productivity, travel, and project timelines[61] Community Engagement Donlin Gold LLC signed eight Shared Values Statements with Y-K villages, addressing community needs and sponsoring local initiatives like health programs and infrastructure - Donlin Gold LLC has signed eight Shared Values Statements with villages in the Y-K region to formalize engagement and address specific community needs[63] - Community support initiatives include: * Sponsorship of Yukon-Kuskokwim Health Corporation Behavioral Health Calricaraq Program * Distribution of 5,000 dictionaries to third graders as part of the national Dictionary Project * Provision of smoke detectors for Y-K region stakeholders * Sponsorship of Iron Dog Day for winter safety with youth and families * Lead sponsorship for the construction and maintenance of the 270-mile Kuskokwim River ice road, connecting 17 communities[64][65] Permitting Donlin Gold faces ongoing appeals for key state permits, including Clean Water Act certification and State Right-of-Way, with decisions expected in Q2 2022 and H2 2022/H1 2023 - Key permitting updates: * Clean Water Act (CWA) Section 401 Certification: Remanded to ADEC for additional technical information; decision expected in Q2 2022. Existing certification remains in effect * State Right-of-Way (ROW) agreement for natural gas pipeline: Appeals filed in Alaska Superior Court; decision anticipated in H2 2022 or H1 2023 * Water Rights: Administratively appealed to ADNR Commissioner; decision expected in Q2 2022[66][67][68] - Donlin Gold continues to work with Native Corporation partners and the State of Alaska to advance other necessary permits and certificates[69] - The project's location on private land designated for mining activities, along with long-standing tribal consultation, are key distinguishing attributes[70] Donlin Gold Project The 2022 Donlin Gold drilling program targets 34,000 meters to update models, informing a feasibility study, with Q1 funding at $5,936 thousand and FY2022 expected at $30,000 thousand - The 2022 drilling program for Donlin Gold is underway, aiming for approximately 34,000 meters of drilling to update the geologic and resource model[71] - The new data will be incorporated into an updated feasibility study and engineering work to advance project design[71][72] - NOVAGOLD's funding for Donlin Gold: * Q1 2022 funding: $5,936 thousand * Expected FY2022 funding: $30,000 thousand (including $21,000 for drilling/improvements and $9,000 for permitting/admin)[73] - A construction decision requires Donlin Gold LLC board approval, governmental permits, financing, and is subject to commodity price fluctuations and other risks[74] Consolidated Financial Results Net loss increased by $2,039 thousand to $9,995 thousand, primarily due to earlier Donlin Gold drilling and reduced accretion income, partially offset by lower legal expenses Consolidated Financial Results | Metric (US$ thousands, except per share) | Three months ended Feb 28, 2022 | Three months ended Feb 28, 2021 | Change | | :--------------------------------------- | :------------------------------ | :------------------------------ | :----- | | Net loss | (9,995) | (7,956) | (2,039) | | Net loss per common share, basic and diluted | (0.03) | (0.02) | (0.01) | - The increase in net loss was primarily driven by: * Earlier commencement of the Donlin Gold drilling program in 2022 * Reduced accretion income due to the maturity of a $75,000 Newmont note in July 2021 * Partially offset by lower legal expenses, an increase in marketable securities value, and favorable foreign exchange movements[76] Liquidity and Capital Resources NOVAGOLD has sufficient working capital for Donlin Gold funding until a construction decision, but substantial capital is needed for construction, with cash and cash equivalents decreasing by $13,991 thousand in Q1 2022 Liquidity Overview NOVAGOLD has sufficient working capital for Donlin Gold funding until a construction decision, but significant capital is needed for construction, with $77,133 thousand cash and $78,000 thousand term deposits - The Company believes it has sufficient working capital for anticipated Donlin Gold funding and corporate G&A costs until a construction decision[77] - Substantial additional capital will be required for construction, with future financing anticipated through debt, equity, project-specific debt, and/or other means[77] Financial Position (as of Feb 28, 2022) | Financial Position (US$ thousands, as of Feb 28, 2022) | Amount | | :---------------------------------------------------- | :----- | | Cash and cash equivalents | 77,133 | | Term deposits | 78,000 | | Notes receivable | 25,000 (due by July 2023) + 75,000 (contingent) | | Promissory note payable to Barrick | 117,235 | Anticipated FY2022 Expenditures | Anticipated FY2022 Expenditures (US$ thousands) | Amount | | :---------------------------------------------- | :----- | | Donlin Gold project funding | 30,000 | | Corporate general and administrative costs | 13,000 | | Withholding taxes on share-based compensation | 2,000 | | Working capital and other items | 1,000 | | Total | 46,000 | Cash Flows Cash and cash equivalents decreased by $13,991 thousand in Q1 2022, primarily due to Donlin Gold funding, corporate expenses, and withholding taxes on share-based payments - Cash and cash equivalents decreased by $13,991 thousand in Q1 2022[79] - Primary reasons for cash decrease: * Funding for Donlin Gold * Corporate administrative expenses * Withholding taxes on share-based payments[79] - Increased cash used in Q1 2022 compared to Q1 2021 was due to earlier Donlin Gold drilling, timing of corporate liability insurance payments, increased withholding tax on share-based compensation, and no proceeds from term deposits (compared to $10,000 thousand in 2021)[79] Outstanding Share Data As of March 29, 2022, NOVAGOLD had 333,192,571 common shares outstanding, with a maximum of 11,936,490 additional shares issuable from convertible securities Outstanding Share Data (as of March 29, 2022) | Metric (as of March 29, 2022) | Amount | | :---------------------------- | :----- | | Common shares issued and outstanding | 333,192,571 | | Stock options outstanding | 9,672,751 | | Performance Share Units (PSUs) outstanding | 1,293,200 | | Deferred share units outstanding | 323,939 | | Maximum common shares issuable from convertible securities | 11,936,490 | Item 3. Quantitative and Qualitative Disclosures about Market Risk NOVAGOLD's market risk disclosures cover credit risk in cash and notes receivable, and interest rate risk from a variable promissory note, where a 1% change impacts annual interest by $1.2 million Credit Risk Credit risk is concentrated in cash, term deposits with high investment-grade banks, and notes receivable from Newmont, which are guaranteed - Credit risk exists with cash and cash equivalents, term deposit investments, and notes receivable[83] - Mitigation measures: * Term deposits are held through Canadian chartered banks with high investment-grade ratings and maturities of one year or less * Notes receivable are from a subsidiary of Newmont, a publicly traded company with investment-grade credit ratings, and are guaranteed by Newmont[83] Interest Rate Risk Interest rate risk arises from the variable rate promissory note to Barrick; a 1% change in U.S. prime rate impacts annual interest by $1.2 million - The interest rate on the promissory note owed to Barrick is variable with the U.S. prime rate[84] Impact of 1% Change in U.S. Prime Rate | Metric | Impact of 1% Change in U.S. Prime Rate | | :----- | :------------------------------------- | | Annual interest on promissory note | +/- $1.2 million | Item 4. Controls and Procedures Management concluded NOVAGOLD's disclosure controls were effective as of February 28, 2022, with no material changes to internal control over financial reporting - Management, with CEO and CFO participation, evaluated and concluded that disclosure controls and procedures were effective as of February 28, 2022[85] - No material changes to the Company's internal control over financial reporting occurred during the most recently completed fiscal quarter[86] PART II - OTHER INFORMATION This part covers other required disclosures, including legal proceedings, risk factors, sales of equity, defaults, mine safety, and exhibits Item 1. Legal Proceedings NOVAGOLD is not aware of any material current, pending, or threatened litigation beyond routine business proceedings - The Company is not aware of any material current, pending, or threatened litigation[89] Item 1A. Risk Factors No material changes to risk factors from the Annual Report on Form 10-K, which could still materially affect NOVAGOLD's business and financial condition - No material changes to the risk factors set forth in the Annual Report on Form 10-K for the year ended November 30, 2021[90] - Existing risk factors, along with other information in this report, could materially affect the Company's business, financial condition, or results of operations[90] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities and use of proceeds to report[91] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported for the period - No defaults upon senior securities to report[92] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to NOVAGOLD RESOURCES INC. for this reporting period - Mine safety disclosures are not applicable to the Company[93] Item 5. Other Information No other information was reported for the period - No other information to report[94] Item 6. Exhibits This section refers to the Exhibit Index for a list of documents filed as exhibits to this Form 10-Q - Refers to the Exhibit Index for a list of filed exhibits[95] SIGNATURES This section contains the official signatures certifying the accuracy and submission of the Form 10-Q report Signatures This section contains the required signatures for the Form 10-Q, certified by the CEO and CFO on April 5, 2022 - The report was signed on April 5, 2022, by Gregory A. Lang (President and CEO) and David A. Ottewell (VP and CFO)[99] EXHIBIT INDEX This section provides a comprehensive list of all documents and certifications filed as exhibits to the Form 10-Q Exhibit Index This section lists all exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL materials - Exhibits include: * Certifications of the Chief Executive Officer (31.1, 32.1) * Certifications of the Chief Financial Officer (31.2, 32.2) * Inline XBRL Instance and Taxonomy Extensions (101) * Cover Page Interactive Data File (104)[101]