NOVAGOLD Resources Inc. 10-Q 财报：重组交易与 Donlin Gold 项目进展

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended August 31, 2026

OR

For the Transition Period from                     to

Commission File Number: 001-31913

NOVAGOLD RESOURCES INC.

(Exact Name of Registrant as Specified in Its Charter)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 2, 2026, the Company had 438,815,994 common shares, no par value, outstanding.

NOVAGOLD RESOURCES INC.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in our operations in future periods, anticipated timing of the completion of Transactions (as defined below), planned exploration activities, the adequacy of our financial resources and other events or conditions that may occur in the future. These forward-looking statements may include statements regarding perceived merit of properties; exploration results and budgets; mineral reserves and resource estimates; work programs; anticipated timing of updated reports and/or studies including the Donlin Gold (as defined below) bankable feasibility study and draft supplemental environmental impact statement; the anticipated effects of the Transactions, including the accounting impacts thereof; capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project; anticipated timing and impact of certain judicial and/or administrative decisions; continued support of the state and federal permitting process; future capital raising activities and their related dilutive effects; the anticipated use of net proceeds from previous offerings; sufficiency of working capital; repayment of the Barrick Mining Corporation promissory note and the timing thereof; timelines and strategic plans, including our plans and expectations relating to the development, exploration, construction and operation of the Donlin Gold project; permitting and the timing thereof, including the anticipated timing of the dam safety design packages and the issuance of the Dam Safety Certificates; infrastructure development, including but not limited to potential natural gas pipeline development; the anticipated impact of the adoption of ASU 2025-11 on the Company’s consolidated financial statements; the Company’s market price; market prices for precious metals; or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect:

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:

This list is not exhaustive of the factors that may affect any of our forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in the Annual Report on Form 10-K for the year ended November 30, 2025, as filed with the SEC on January 22, 2026 (“Annual Report on Form 10-K”) and this Quarterly Report on Form 10-Q under the heading “Risk Factors” and elsewhere.

Our forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations, and opinions of management as of the date of this report. We do not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

PART I - FINANCIAL INFORMATION

Commitments and contingencies (Notes 7 and 8)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on October 5, 2026. They are signed on the Company’s behalf by:

1

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

2

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

3

* Accumulated other comprehensive loss

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

4

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOVAGOLD RESOURCES INC. and its affiliates and subsidiaries (collectively, “NOVAGOLD” or the “Company”) operate in the mining industry, focused on the exploration for and development of gold mineral properties. The Company’s principal asset is a 60% interest in the Donlin Gold project in Alaska, USA. The Company has no realized revenues from its principal asset. The Donlin Gold project is owned and operated by Donlin Gold LLC, a Delaware limited liability company (“Donlin Gold”). NOVAGOLD owns 60% of the equity interests of Donlin Gold through NOVAGOLD Resources Alaska, Inc., an Alaska corporation (“NGRA”). Paulson Advisers LLC, a Delaware limited liability company, and certain of its affiliates (collectively, “Paulson”) own the remaining 40% of the equity interests of Donlin Gold through Donlin Gold Holdings LLC, a Delaware limited liability company (“DGH”). The membership interests of DGH are held by Donlin Gold Holdings II LLC, a Delaware limited liability company (“DGH II”), and certain other Paulson affiliates. Prior to June 3, 2025, Donlin Gold was owned equally by NGRA, a wholly-owned subsidiary of NOVAGOLD and Barrick Mining Corporation (“Barrick”). See Note 5 regarding changes to Donlin Gold ownership on June 3, 2025.

On July 21, 2026, the Company, Paulson, and NovaGold Corporation, a newly incorporated Delaware corporation (“New NOVAGOLD”) entered into a series of definitive transaction agreements pursuant to which, subject to the satisfaction of certain closing conditions, upon the consummation of the transactions contemplated thereby, New NOVAGOLD will own, directly and indirectly, 100% of Donlin Gold. See Note 6 for additional information regarding the proposed transaction.

The Condensed Consolidated Interim Financial Statements (“interim statements”) of NOVAGOLD are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with NOVAGOLD’s Consolidated Financial Statements for the year ended November 30, 2025. The year-end balance sheet data was derived from the audited financial statements and certain information and footnote disclosures required by United States generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted.

The functional currency of the Company is the U.S. dollar. Prior to April 22, 2025, the functional currency of NOVAGOLD, the parent company, was the Canadian dollar. Management reassessed the functional currency of the parent company, NOVAGOLD, and determined that as of April 22, 2025, given the increasing prevalence of U.S. dollar denominated activities and financing transactions, its functional currency changed from the Canadian dollar to the U.S. dollar. Prior to April 22, 2025, the effects of translating the Company’s Canadian operations from the Canadian dollar to the U.S. dollar were recorded in Other comprehensive income (loss) and Accumulated other comprehensive loss. The change in functional currency was accounted for prospectively from April 22, 2025, and prior period consolidated financial statements were not restated. Previously recorded cumulative translation adjustments were not reversed.

References in these Condensed Consolidated Interim Financial Statements and Notes to $ refer to United States (“U.S.”) dollars and C$ to Canadian dollars. Dollar amounts are in thousands, except for per share amounts.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Contingent note receivable

A portion of the consideration from the Company’s 2018 sale of Galore Creek to a subsidiary of Newmont Corporation (“Newmont”) included a $75,000 note receivable, contingent upon the approval of a Galore Creek project construction plan by the owner(s). The Company has not assigned a value to the contingent note receivable as management determined that the approval of the Galore Creek project construction was not probable as of the closing of the Galore Creek sale or in subsequent periods. The contingent note will be recognized when, in management’s judgement, it is probable that the payment will occur, and that the amount recorded will not reverse in subsequent periods.

Investment in affiliates

Investments in unconsolidated ventures over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method and include the Company’s investment in the Donlin Gold project. The Company identified Donlin Gold as a Variable Interest Entity (“VIE”) as it is dependent on funding from its owners. Prior to June 3, 2025, all funding, ownership, voting rights, and power was shared equally on a 50/50 basis between the owners of the VIE. On June 3, 2025, the Company increased its ownership interest in Donlin Gold to 60% (Note 5) resulting in the funding and ownership being shared on a 60/40 basis between the Company and Paulson. However, the power to exercise control and direct the activities of Donlin Gold continues to be shared equally on a 50/50 basis between the Company and Paulson. As such, the Company has determined it continues to not be the primary beneficiary of the VIE. The Company’s maximum exposure to loss is its equity investment in Donlin Gold.

5

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

The equity method is a basis of accounting for investments whereby the initial and any subsequent investment is recorded at cost and the carrying value is adjusted thereafter to include the investor’s pro rata share of post-acquisition earnings or losses of the investee, as computed by the consolidation method. Cash funding increases the carrying value of the investment. Profit distributions received or receivable from an investee reduce the carrying value of the investment.

Donlin Gold is a non-publicly traded equity investee owning an exploration and development project. Therefore, the Company assesses whether there has been a potential triggering event for other-than-temporary impairment by assessing the underlying assets of the equity investee for recoverability and assessing whether there has been a change in the development plan or strategy for the project. If the underlying assets are not recoverable, the Company will record an impairment charge equal to the difference between the carrying amount of the investee and its fair value.

Share-based payments

The Company records share-based compensation awards exchanged for employee services at fair value on the date of the grant and expenses the awards in the Consolidated Statements of Loss over the requisite employee service period. The fair values of stock options are determined using a Black-Scholes option pricing model. The fair values of PSUs are determined using a Monte Carlo valuation model. The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option and PSU grants, estimates of forfeitures, the Company’s performance, and the Company’s performance in relation to its peers.

Recently Issued Accounting Pronouncements and Securities and Exchange Commission Rules

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosures of relevant income statement expenses to improve financial reporting by enhancing transparency in the notes to the financial statements, specifically regarding expense categories. The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2028, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) Narrow-Scope Improvements.” The ASU clarifies and reorganizes interim reporting guidance, including disclosure requirements related to events occurring since the end of the most recent annual reporting period, and improves the presentation and usability of interim financial statement disclosures. The ASU is effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its interim financial reporting and does not expect the adoption of this ASU to have a material impact on the consolidated financial statements.

6

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

NOTE 3 – SEGMENTED INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”). At present, the Company operates a single reportable segment. The CODM, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Chief Executive Officer. The Chief Executive Officer evaluates the Company’s performance based on the overall results of the Company, including the performance of its investment in the Donlin Gold project (Note 5). The Company uses a single U.S. GAAP-consistent measure of segment profit or loss with no reconciling items or measurement differences. Management has concluded that consolidated net income (loss) is the appropriate measure of segment profit or loss. The CODM does not regularly receive or review discrete segment-level expense categories separate from those presented in the consolidated statements of operations. Accordingly, no significant segment expenses are separately disclosed, as all expenses are included within the consolidated statements of loss.

NOTE 4 – NOTES RECEIVABLE

Galore Creek

On July 27, 2018, the Company sold its interest in the Galore Creek project to a subsidiary of Newmont for cash proceeds of $100,000 on closing, a $75,000 note due upon the earlier of the completion of a Galore Creek pre-feasibility study or July 27, 2021, a $25,000 note due upon the earlier of the completion of a Galore Creek feasibility study or July 27, 2023, and a contingent note for $75,000 due upon approval of a Galore Creek project construction plan by the owner(s). The Company received from Newmont $75,000 on July 27, 2021, and $25,000 on July 27, 2023.

No value was assigned to the final $75,000 contingent note. The Company determined that Galore Creek project construction approval was not probable as of the closing of the Galore Creek sale. The Company’s assessment has not changed as of August 31, 2026. The contingent note will be recognized when, in management’s judgement, it is probable that the payment will occur, and that the amount recorded will not reverse in subsequent periods.

NOTE 5 – INVESTMENT IN DONLIN GOLD

On June 3, 2025, the Company closed on a membership interest purchase agreement among Paulson, Barrick Gold U.S. Inc., Barrick (together, the “Barrick Parties”), DGH and NGRA, a subsidiary of the Company, whereby the Barrick Parties sold their 50% interest in Donlin Gold to DGH and NGRA, for $1,000,000 (the “Donlin Gold Transaction”). In accordance with the agreement, NGRA acquired an additional 10% interest in Donlin Gold for $200,000 and DGH acquired a 40% interest in Donlin Gold for $800,000.

As part of the consideration paid for the additional 10% interest, NGRA paid an additional working capital adjustment of $980 to the Barrick Parties and incurred transaction costs of $9,070. The consideration, working capital adjustment and transaction costs were capitalized and included in the Company’s Investment in Donlin Gold.

The Donlin Gold project is owned and operated by Donlin Gold, a limited liability company in which, effective June 3, 2025, NGRA, a wholly-owned subsidiary of NOVAGOLD and DGH owned a 60% and 40% interest, respectively. While the Company has a 60% economic interest in Donlin Gold following the Donlin Gold Transaction, the Company and Paulson have equal governance rights. Donlin Gold has a board of four representatives, with two representatives selected by Paulson and two representatives selected by the Company. All significant decisions related to Donlin Gold require the approval of at least a majority of the Donlin Gold board.

7

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

Changes in the Company’s Investment in Donlin Gold are summarized as follows:

The following amounts represent the Company’s 60% share of the assets and liabilities of Donlin Gold following the Donlin Gold Transaction on June 3, 2025. Subsequent to the completion of the Donlin Gold Transaction, the carrying value of the Company’s investment in Donlin Gold exceeded the net assets of Donlin Gold due to the capitalization of the consideration paid to acquire an additional 10% interest of Donlin Gold and transaction costs of $9,070. Prior to June 3, 2025, the Company held a 50% economic interest in Donlin Gold and the carrying value of the Company’s investment in Donlin Gold was less than the net assets of Donlin Gold as Donlin Gold capitalized Barrick’s initial contribution of the Donlin Gold property at inception as Non-current assets: Mineral property with a cost basis of $64,000 while the Company’s initial contribution to Donlin Gold consisted of historical exploration which NOVAGOLD previously expensed.

NOTE 6 – PROPOSED TRANSACTION

On July 21, 2026, the Company, Paulson and New NOVAGOLD entered into an arrangement agreement (the “Arrangement Agreement”), pursuant to which New NOVAGOLD agreed to acquire all issued and outstanding common shares of the Company by way of a statutory plan of arrangement under Division 5 Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”), whereby each common share of the Company (other than any common share held by New NOVAGOLD and any common shares in respect of which a Company shareholder has validly exercised its dissent rights) will be exchanged for one share of voting common stock of New NOVAGOLD, par value $0.001.

In connection with the Arrangement, on July 21, 2026, New NOVAGOLD and Paulson Advisers entered into a Contribution Agreement (the “Contribution Agreement”). Under the terms of the Contribution Agreement, substantially concurrently with, but immediately prior to, the consummation of the Arrangement, Paulson Advisers will cause its applicable affiliates to contribute all of their equity interests in DGH and DGH II (which hold, directly and indirectly, the remaining 40% ownership interest in Donlin Gold not held by NOVAGOLD prior to such contribution) to New NOVAGOLD in exchange for shares of voting common stock and non-voting common stock of New NOVAGOLD, which number of New NOVAGOLD shares will be determined based on a 10% discount to the equity value of Paulson’s 40% ownership interest in Donlin Gold, implied by the equity value of NOVAGOLD based on the 10-day volume weighted average price of the NOVAGOLD common shares as of July 21, 2026.

8

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

New NOVAGOLD and Paulson also entered into an Investor Rights Agreement (the “Investor Rights Agreement”) on July 21, 2026, which sets forth, among other things, Paulson’s rights and obligations with respect to New NOVAGOLD following the consummation of the Arrangement, and a Master Implementation Agreement with NOVAGOLD and NGRA (the “Master Implementation Agreement” and, together with the Arrangement Agreement, the Contribution Agreement and the Investor Rights Agreement, the “Transaction Agreements”), which sets forth, among other things, certain of the parties’ rights and obligations with respect to, and the sequencing of, the transactions contemplated by the Transaction Agreements (collectively, the “Transactions”).

New NOVAGOLD was incorporated on July 21, 2026 under the laws of the State of Delaware under the name “NovaGold Corporation”. Upon its incorporation, New NOVAGOLD was authorized to issue two shares of common stock, each having a par value of $0.001. Each of NOVAGOLD and Paulson Advisers LLC subscribed for and received one common share of New NOVAGOLD. New NOVAGOLD was incorporated for the purpose of consummating the Transactions.

Pursuant to the Transaction Agreements, upon the consummation of the Transactions, New NOVAGOLD will become the parent company of NOVAGOLD and its subsidiaries and will own, directly and indirectly, 100% of Donlin Gold. The Transactions are expected to close in the fourth calendar quarter of 2026 and upon closing, New NOVAGOLD will effectively be a continuation of the Company. Completion of the Transactions is subject to, among other things, approval by the Company’s shareholders, court approval, regulatory and stock exchange approvals and the satisfaction of customary closing conditions.

The Company evaluated its interest in New NOVAGOLD and determined that New NOVAGOLD is a VIE established to facilitate the proposed Transactions, with the significant transaction steps largely predetermined at formation and currently has no substantive operations or employees (other than in connection with the Transactions). Accordingly, despite NOVAGOLD and Paulson Advisers LLC having equal governance rights over New NOVAGOLD, the Company consolidated New NOVAGOLD into its Condensed Consolidated Interim Financial Statements from the date of formation and all intercompany transactions and balances with New NOVAGOLD were eliminated on consolidation.

As of August 31, 2026, the Transactions had not yet been completed. Accordingly, the Company continues to account for its 60% ownership interest in Donlin Gold under the equity method as described in Note 5. No accounting effects related to the potential acquisition of Paulson’s 40% interest in Donlin Gold have been recognized in the Company’s Condensed Consolidated Interim Financial Statements as of August 31, 2026.

NOTE 7 – OTHER ASSETS

During the first nine months of 2026, all of the Company’s marketable equity securities were sold.

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NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

NOTE 8 – PROMISSORY NOTE

The Company has a promissory note payable to Barrick of $177,506, comprising $158,916 in principal, and $18,590 in accrued interest at U.S. prime plus 2%, compounded semi-annually. The original promissory note resulted from the agreement that led to the formation of Donlin Gold, where the Company agreed to reimburse Barrick for a portion of their expenditures incurred from April 1, 2006 to November 30, 2007. The promissory note and accrued interest are payable from 85% of distributed processed products, cash and other assets from Donlin Gold, and payments of 5% of certain net proceeds specified in the promissory note. The carrying value of the promissory note is based on accrued interest at U.S. prime plus 2%. The fair value of the promissory note approximates its prepayment option amount of $100,000 (Note 11).

Concurrent with the closing of the Donlin Gold Transaction on June 3, 2025, the Company entered into an amended and restated secured promissory note with Barrick that provides the Company with the option to prepay the promissory note in full for $100,000 on or before December 3, 2026. In addition, the security package was modified in order to exclude any property held by Donlin Gold or the membership interest in Donlin Gold held by NGRA; however, it remains secured by NGRA’s right, title and interest to proceeds from Donlin Gold. All other terms of the promissory note remain the same.

Changes in the Company’s Promissory Note are summarized as follows:

NOTE 9 – OTHER LIABILITIES

NOTE 10 – EQUITY TRANSACTIONS

2026 Private Placement Offering

On February 5, 2026, the Company closed a private placement for 31,020,000 common shares of NOVAGOLD at a price of $10.00 per share, which included the partial exercise of the overallotment option. On closing, the Company received aggregate gross proceeds of $310,200 before deducting fees and other offering expenses totaling approximately $16,200.

2025 Public Equity Offering and Private Placement Offering

On May 9, 2025, the Company closed a public equity offering of 47,850,000 shares of NOVAGOLD at a price of $3.75 per share. As part of the public equity offering, the Company granted the underwriters a 30-day overallotment option to purchase up to an additional 7,177,500 common shares at a price of $3.75 per share less underwriting discounts and commissions. Concurrent with the public offering, the Company also closed a private placement for 17,173,853 common shares of NOVAGOLD at a price of $3.75 per share on May 9, 2025. On June 5, 2025, the Company issued an additional 7,177,500 common shares of NOVAGOLD pursuant to the exercise in full of the overallotment option by the underwriters. The public equity offering and concurrent private placement offering are referred to herein as the “May 2025 Offering”.

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NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

On closing of the May 2025 Offering, the Company received aggregate gross proceeds of $243,839 before deducting fees and other offering expenses totaling approximately $9,734. On closing of the overallotment option exercise, the Company received additional aggregate gross proceeds of approximately $26,915 before deducting fees and other offering expenses totaling approximately $1,434.

Warrants

Concurrent with the Donlin Gold Transaction announced on April 22, 2025, the Company entered into a backstop commitment agreement with certain institutional investors, pursuant to which the investors committed to purchase up to $170,000 of the Company’s common shares to partially fund the $200,000 payment to the Barrick Parties under the Donlin Gold Transaction discussed in Note 5. As consideration for providing this commitment, and independent of whether the backstop was ultimately exercised, the Company issued 25,500,000 warrants to the investors enabling them to purchase common shares of NOVAGOLD for an exercise price of $3.00 per share (“Backstop Warrants”). The Backstop Warrants contain a “cashless exercise” feature, such that, in lieu of making a cash payment to NOVAGOLD upon the exercise of the Backstop Warrant, the warrant holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares equivalent to the Backstop Warrants’ intrinsic value, as determined according to the formula set forth in the Backstop Warrants. The Backstop Warrants expire in April 2030 and contain customary anti-dilution provisions.

As discussed above, the Company subsequently completed the May 2025 Offering and the backstop commitment expired unexercised in May 2025. The Company determined the Backstop Warrants met the conditions for equity classification in accordance with U.S. GAAP and were included as a component of shareholders’ equity (deficit).

The Company estimated the fair value of the Backstop Warrants using the Black-Scholes option pricing model on the grant date. Key inputs included a 5-year term, an exercise price of $3.00 per share, a risk-free interest rate of 3.97%, and an expected volatility of 51.20%, based on the Company’s 5-year historical stock price. Based on these assumptions, the estimated fair value was $1.55 per warrant, resulting in a total fair value of $39,607. As the Backstop Warrants were not a direct offering cost associated with the May 2025 Offering, the $39,607 was recorded as a non-cash expense in the second quarter of 2025.

Changes in the Company’s outstanding Backstop Warrants are summarized as follows:

NOTE 11 – FAIR VALUE ACCOUNTING

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement.  The three levels of the fair value hierarchy are as follows:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

11

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

The Company’s financial instruments consist of cash and cash equivalents, term deposits, accounts receivable, including from Donlin Gold, marketable equity securities, accounts payable and accrued liabilities, and a promissory note. The fair value of the promissory note approximates its prepayment option amount of $100,000 (Note 8). The promissory note’s carrying value is based on accrued interest at U.S. prime plus 2%. The fair values of the Company’s other financial instruments approximate their carrying value due to the short‐term nature of their maturity. The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, term deposits, accounts receivable, including from Donlin Gold, accounts payable and accrued liabilities, and a promissory note. The Company’s marketable equity securities are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equity securities was nil as of August 31, 2026 ($4,406 as of November 30, 2025), calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.

NOTE 12 – GENERAL AND ADMINISTRATIVE EXPENSE

NOTE 13 – OTHER (EXPENSE) INCOME, NET

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NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

NOTE 14 – SHARE-BASED COMPENSATION

The following table shows the recognized share-based compensation expense by award type:

Stock options

A summary of stock options outstanding and activity during the nine months ended August 31, 2026 are as follows:

The following table summarizes key stock option valuation inputs and other information regarding the option grants:

As of August 31, 2026, the Company had $5,385 of unrecognized compensation cost related to 4,091,152 non-vested stock options expected to be recognized and vest over a period of approximately 2.92 years.

13

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited, US dollars in thousands except per share amounts)

Performance share units

The Company has granted PSUs under the May 26, 2009 PSU Plan to all employees of the Company that represent shares potentially issuable in the future. PSUs granted pursuant to the PSU Plan have a three-year performance period between the grant date and the maturity date, when a vesting determination is made. The number of PSUs vesting is based on the Company’s common share price performance relative to the performance of the S&P/TSX Global Gold Index between the PSU grant date and the maturity date. This relative performance is converted to a percentage which translates to an adjustment factor used to determine the number of PSUs that will vest on or shortly after the maturity date. PSUs can vest anywhere from 0% to 150% of the PSU grant amount depending upon the relative share price performance.

A summary of PSU awards outstanding and activity during the nine months ended August 31, 2026 are as follows:

The following table summarizes key PSU valuation inputs and other information regarding the PSU grants:

As of August 31, 2026, the Company had $5,417 of unrecognized compensation cost related to 1,902,400 non-vested PSU awards expected to be recognized and vest over a period of approximately 2.43 years.

NOTE 15 – RELATED PARTY TRANSACTIONS

The Company provided management and administrative services to Donlin Gold for $471 and $1,362 in the three and nine months ended August 31, 2026, respectively ($201 and $533 in the three and nine months ended August 31, 2025, respectively). As of August 31, 2026, the Company has accounts receivable from Donlin Gold of $139 (November 30, 2025: $1,044) included in Other current assets.

As consideration for providing a backstop commitment to the Company on April 22, 2025, NOVAGOLD issued Backstop Warrants (Note 10) to three institutional investors, one of which was Electrum Strategic Resources L.P. (“Electrum”). The Backstop Warrants had an estimated aggregate fair value at grant of $39,607. Electrum received 6,375,000 Backstop Warrants having a fair value of approximately $9,902. Dr. Thomas Kaplan, NOVAGOLD’s Chairman of the Board, is the Chairman and Chief Executive Officer of The Electrum Group LLC, an affiliate of Electrum. Electrum is the largest shareholder of NOVAGOLD.

Additionally, Electrum was one of two institutional investors who participated in the private placement component of the May 2025 Offering as described in Note 10. Electrum purchased 13,333,334 shares of NOVAGOLD in the May 2025 Offering for $50,000.

In connection with the Transactions, the Company’s wholly owned subsidiary, NovaGold USA, Inc. (“NOVAGOLD USA”), entered into a loan agreement with New NOVAGOLD on July 21, 2026, whereby NOVAGOLD USA has committed to make advances to New NOVAGOLD, upon request (“Note Receivable”). New NOVAGOLD is 50% owned by each of NOVAGOLD and Paulson Advisers LLC. Since New NOVAGOLD is consolidated by the Company (Note 6), the Note Receivable advances and related interest between NOVAGOLD USA and New NOVAGOLD are eliminated on consolidation.

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In Management’s Discussion and Analysis of Financial Condition and Results of Operations, “NOVAGOLD”, the “Company”, “we,” “us” and “our” refer to NOVAGOLD RESOURCES INC. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations constitutes management’s review of the factors that affected our financial and operating performance for the three- and nine-month periods ended August 31, 2026 and August 31, 2025. This discussion should be read in conjunction with the condensed consolidated interim financial statements and notes thereto contained elsewhere in this report and our Annual Report on Form 10-K, as well as other information we file with the Securities and Exchange Commission on EDGAR at www.sec.gov and with Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca. References herein to $ refer to United States dollars and C$ to Canadian dollars, except as otherwise specified.

Paulson are investment funds managed by Paulson Advisers LLC (“Paulson Advisers”).

Paul Chilson, P.E., who is the Manager, Mine Engineering for NOVAGOLD and a “qualified person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects and the Securities and Exchange Commission’s (“SEC”) current mining disclosure rules, has approved the scientific and technical information contained herein.

Highlights

On July 21, 2026, NOVAGOLD, Paulson and NovaGold Corporation, a newly incorporated Delaware corporation (“New NOVAGOLD”) entered into a series of definitive transaction agreements (as further described below), pursuant to which, subject to the satisfaction of certain closing conditions, upon the consummation of the transactions contemplated thereby, New NOVAGOLD will become the parent company of NOVAGOLD and its subsidiaries and will own, directly and indirectly, 100% of Donlin Gold.

During the third quarter, Donlin Gold LLC (“Donlin Gold”) appointed Endeavour Financial and Macquarie Capital to provide financial advisory services for the development of the Donlin Gold project in Alaska and to support the arrangement of project and infrastructure financing.

Company Overview

We operate in the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska. The Donlin Gold project is held by Donlin Gold, a limited liability company which, following the closing of the Donlin Gold Transaction (as defined below) on June 3, 2025, is owned 60% by a wholly-owned subsidiary of NOVAGOLD, and 40% by Paulson through Donlin Gold Holdings LLC (“DGH”). The membership interests of DGH are held by Donlin Gold Holdings II LLC, a Delaware limited liability company (“DGH II”) and certain other Paulson affiliates. While NOVAGOLD has a 60% economic interest in Donlin Gold, governance of Donlin Gold is shared equally by NOVAGOLD and Paulson. We account for our interest in the Donlin Gold project using the equity method, which results in our 60% share of Donlin Gold’s expenses being recorded as a single line item in the income statement as an operating loss.

Our corporate goals include completing the Bankable Feasibility Study (“BFS”) and moving to a subsequent construction decision; maintaining a favorable reputation of NOVAGOLD and the Donlin Gold project among shareholders and stakeholders; promoting strong community outreach and a sustainability culture; maintaining strong safety and environmental performance; and managing the Company’s treasury effectively and efficiently. Our operations primarily relate to the delivery of project milestones, including the achievement of various technical, environmental, sustainable development, economic and legal objectives, obtaining necessary permits and maintaining those received in good standing, advancement of the BFS, preparation of engineering designs and maintaining sufficient capital resources to fund these objectives.

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NOVAGOLD – Paulson Strategic Transaction Overview

On July 21, 2026, the Company, Paulson and New NOVAGOLD entered into an arrangement agreement (the “Arrangement Agreement”), pursuant to which New NOVAGOLD agreed to acquire all issued and outstanding common shares of the Company by way of a statutory plan of arrangement under Division 5 Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”), whereby each common share of the Company (other than any common share held by New NOVAGOLD and any common shares in respect of which a Company shareholder has validly exercised its dissent rights) will be exchanged for one share of voting common stock of New NOVAGOLD, par value $0.001. The Arrangement Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 22, 2026 and is incorporated here by reference.

In connection with the Arrangement, on July 21, 2026, New NOVAGOLD and Paulson Advisers entered into a Contribution Agreement (the “Contribution Agreement”). Under the terms of the Contribution Agreement, substantially concurrently with, but immediately prior to, the consummation of the Arrangement, Paulson Advisers will cause its applicable affiliates to contribute all of their equity interests in DGH and DGH II (which hold, directly and indirectly, the remaining 40% ownership interest in Donlin Gold not held by NOVAGOLD prior to such contribution) to New NOVAGOLD in exchange for shares of voting common stock and non-voting common stock of New NOVAGOLD, which number of New NOVAGOLD shares will be determined based on a 10% discount to the equity value of Paulson’s 40% ownership interest in Donlin Gold, implied by the equity value of NOVAGOLD based on the 10-day volume weighted average price of the NOVAGOLD common shares as of July 21, 2026. The Contribution Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 22, 2026 and is incorporated herein by reference.

New NOVAGOLD and Paulson also entered into an Investor Rights Agreement (the “Investor Rights Agreement”) on July 21, 2026, which sets forth, among other things, Paulson’s rights and obligations with respect to New NOVAGOLD following the consummation of the Arrangement, and a Master Implementation Agreement with NOVAGOLD and NGRA (the “Master Implementation Agreement” and, together with the Arrangement Agreement, the Contribution Agreement and the Investor Rights Agreement, the “Transaction Agreements”), which sets forth, among other things, certain of the parties’ rights and obligations with respect to, and the sequencing of, the transactions contemplated by the Transaction Agreements (collectively, the “Transactions”). The Investor Rights Agreement and Master Implementation Agreement were filed as Exhibit 10.2 and Exhibit 2.2, respectively, to the Current Report on Form 8-K filed on July 22, 2026 and are incorporated herein by reference.

In connection with the execution of the Arrangement Agreement, New NovaGold entered into (i) Voting Agreements with each of the directors and certain executive officers of the Company (the “D&O Voting Agreements”) and (ii) Voting Agreements with each of Paulson Advisers and Electrum Strategic Resources L.P. (“Electrum”), each a shareholder of the Company (the “Investor Voting Agreements”). The forms of the D&O Voting Agreements and the Investor Voting Agreements were filed as Exhibit 99.1 and Exhibit 99.2, respectively, to the Current Report on Form 8-K filed on July 22, 2026 and are incorporated herein by reference.

The NovaGold Board of Directors received a fairness opinion from Citigroup Global Markets Inc. (“Citi”), to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the consideration to be received in the Arrangement by Company shareholders under the Arrangement Agreement, taking into account the transactions contemplated by the Transaction Agreements, is fair, from a financial point of view, to Company shareholders (other than Paulson Advisers).

New NOVAGOLD was incorporated on July 21, 2026 under the laws of the State of Delaware under the name “NovaGold Corporation”. Upon its incorporation, New NOVAGOLD was authorized to issue two shares of common stock, each having a par value of $0.001. Each of NOVAGOLD and Paulson Advisers subscribed for and received one common share of New NOVAGOLD. New NOVAGOLD was incorporated for the purpose of engaging in the Transactions. New NOVAGOLD will not carry on any active business prior to the consummation of the Transactions, other than in connection with the Transactions.

NOVAGOLD currently owns 60% of the equity interests of Donlin Gold, the entity that holds the Donlin Gold project in Alaska, through NOVAGOLD Resources Alaska, Inc. Paulson currently owns the remaining 40% of the equity interests of Donlin Gold through DGH. The membership interests of DGH are held by DGH II and certain other Paulson affiliates.

Pursuant to the Transaction Agreements, upon the consummation of the Transactions, New NOVAGOLD will become the parent company of NOVAGOLD and its subsidiaries and will own, directly and indirectly, 100% of Donlin Gold and together with its subsidiaries, will carry on the business currently conducted by the Company. Upon completion of the Transactions, the Company’s existing shareholders, inclusive of Paulson’s existing interest in the Company, are expected to own approximately 65% of New NOVAGOLD on a fully diluted basis, and Paulson is expected to indirectly receive approximately 35% of New NOVAGOLD on a fully diluted basis in exchange for its ownership interest in Donlin Gold. Upon and immediately following the consummation of the Transactions, inclusive of its existing ownership interest in the Company, Paulson is expected to hold approximately 40% of the economic interest in New NOVAGOLD, with its voting interest capped at 19.99%.

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Following the consummation of the Transactions, New NOVAGOLD will consolidate NOVAGOLD and Donlin Gold into its financial statements and, as a result of acquiring control of Donlin Gold, New NOVAGOLD expects to record a non-cash, non-recurring gain on revaluation of Donlin Gold to fair market value in its financial statements in the quarter the Transactions are completed. During the transitional period, from the date of formation until the consummation of the Transactions, despite NOVAGOLD and Paulson Advisers having equal governance rights over New NOVAGOLD, the Company will consolidate New NOVAGOLD into its Condensed Consolidated Interim Financial Statements.

Completion of the Transactions is subject to, among other things, approval by the Company’s shareholders, court approval, regulatory and stock exchange approvals and the satisfaction of customary closing conditions. The Transactions are expected to close in the fourth calendar quarter of 2026 and upon closing, New NOVAGOLD will effectively be a continuation of the Company. The accounting impact of the Transactions is expected to be finalized in a future quarter, once the Transactions are completed.

Donlin Gold Project

During the third quarter, in coordination with Calista Corporation (“Calista”), the Company conducted a series of community visits to six villages, alongside a dedicated community meeting in Crooked Creek, the village closest to the Donlin Gold project. These efforts, focused specifically on the Subsistence Plan, a project update and fostered ongoing dialogue on subsistence-related matters and project activities. This commitment to regional partnership was further reinforced through participation in Calista’s Annual Meeting in Bethel, The Kuskokwim Corporation (“TKC”)’s Annual Meeting in Crooked Creek, and the Calista Shareholder Relations Committee meeting in Anchorage, ensuring sustained engagement with Alaska Native Corporation leadership and shareholders.

Donlin Gold also facilitated several key initiatives for the Subsistence Community Advisory Committee (“SCAC”), including in-person and virtual meetings to gather feedback on the Subsistence Plan and Barge Communication Plan. SCAC members also toured the Red Dog Mine, providing an opportunity to observe a large-scale mining operation firsthand and discuss considerations relevant to communities in the region. At Donlin Gold, site tours provided Alaska Native Corporation landowners Calista and TKC with insight into ongoing fieldwork and project activities. Additional tours were hosted for representatives of the Alaska Native Village Corporation Association, Congressman Begich’s resource staff, and trade association leaders from the Alaska Chamber, the Alliance, the Alaska Oil and Gas Association, the Resource Development Council, and the Alaska Miners Association.

The Company is also advancing its infrastructure planning through targeted stakeholder engagement along the proposed pipeline corridor. Having developed a comprehensive stakeholder tracking system, Donlin Gold has initiated outreach to over 190 individuals and entities in the region. This is complemented by ongoing coordination with legislators and the Matanuska-Susitna Borough via site tours and project updates to ensure a clear understanding of regional interests and proposed field activities.

In addition, Donlin Gold continues to engage with key government representatives and decision-makers at the state and federal levels. Recent activities include project briefings with Senator Dan Sullivan, Alaska State Senator Matt Claman, and U.S. Senate candidate Mary Peltola. Donlin Gold also continues to engage with senior leadership at the U.S. Department of Energy and recently participated in a roundtable with the Pipeline and Hazardous Materials Safety Administration to discuss critical Donlin Gold permitting considerations and infrastructure associated with the project.

Our share of funding for the Donlin Gold project in the third quarter and first nine months of 2026 was $24.8 million and $56.7 million, respectively. The Donlin Gold funding in respect of 2026 expenditures is expected to remain in line with previous guidance of $78.8 million, however, due to the pre-funding of December 2026 Donlin Gold activities (first fiscal month of 2027) in November 2026, a portion of 2026 funding will relate to Donlin Gold’s 2027 budget.

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BFS Engineering Integration Advances & Appointment of Financial Advisors

The Company continues to advance the Donlin Gold BFS, which remains on schedule for completion in 2027. A team led by Fluor Corporation (“Fluor”) continues to integrate major work packages and coordinate technical workstreams with specialist contractors WSP USA, Inc. (“WSP”), Worley Alaska, Inc. (“Worley”), and Hatch Ltd. (“Hatch”). This season’s geotechnical work for the BFS will conclude this fall with drill holes and test pits at Jungjuk Port and access corridor, borrow sites and plant site, and for Engineering, Procurement, and Construction Management (“EPCM”) infrastructure. Resource modelling, mine planning, and Front-End Engineering Design (“FEED”) activities are progressing as planned, while EPCM coordination on a Class 3 estimate is well under way. This disciplined approach to key infrastructure and unit operations is designed to support a high-quality BFS.

Permitting activities in the third quarter of 2026 advanced as expected. Work continues on the dam safety permitting process for the project’s seven dams with submission of Detailed Design Packages anticipated by end of 2026/early 2027 as previously expected with potential issuance of the Dam Safety Certificates expected in 2028.

Additionally, the Company has appointed Endeavour Financial and Macquarie Capital as Financial Advisors to provide advisory services for the development of the project in Alaska. Under this mandate, the advisors will assist Donlin Gold in evaluating funding alternatives — including conventional project finance, infrastructure financing, and potential support from governmental agencies and/or sovereign wealth funds — and executing a structured project financing strategy. By coordinating engagement with financiers and advancing due diligence in tandem with the BFS, NOVAGOLD aims to optimize its funding mix while preserving long-term shareholder value. The advisors will provide tailored guidance as the project progresses toward a final investment decision following the completion of the BFS and related workstreams.

To further support the BFS and prepare for subsequent phases of development and eventual commercial operation, Donlin Gold has continued to build its team across key technical, operational, workforce development, and support functions. Since the beginning of 2026, the team has grown from approximately 35 to 77 employees, is currently based in Anchorage and Vancouver, and is supporting ongoing site, BFS, and contractor activities. Management continues to assess organizational requirements and recruit for critical positions as project activities advance.

Upholding Current Permits

Donlin Gold is a federally permitted project. The permitting framework in Alaska involves extensive review and coordination among federal and state agencies, regional stakeholders, and communities throughout the Yukon-Kuskokwim (“Y-K”) region. Donlin Gold continued to support the state and federal agencies defending their permits in the litigation described below.

NOVAGOLD continues to support the State of Alaska in defending the Department of Environmental Conservation’s (“ADEC”) Clean Water Act Section 401 Water Quality Certification (the “401 Certification”), which is the only remaining challenge to Donlin Gold’s permits in state court. On May 6, 2025, the Alaska Superior Court upheld ADEC’s issuance of the 401 Certification. Earthjustice filed an appeal in the Alaska Supreme Court and filed their opening brief on September 16, 2025. Donlin Gold’s and the State of Alaska’s briefs were filed on November 25, 2025, and Earthjustice’s reply brief was filed on January 9, 2026. Oral argument was held on June 3, 2026. A decision from the Court is currently pending.

On April 5, 2023, Earthjustice representing the Orutsararmiut Traditional Native Council and six Y-K villages filed suit against the U.S. government in the U.S. District Court for Alaska (the “Federal District Court”) asking the Federal District Court to invalidate the Donlin Gold Joint Record of Decision (“JROD”), which included the U.S. Army Corps of Engineer’s (“Corps”) issuance of the 404 permit and the Bureau of Land Management’s (“BLM”) issuance of the ROW lease for the portions of the pipeline on Federal lands. The U.S. Department of Justice (“DOJ”) is defending the issuance of the permits by those Federal agencies. The State of Alaska, Donlin Gold, and Calista were granted intervenor status in this case. The DOJ filed their brief supporting the issuance of the JROD and the sufficiency of the environmental analysis in the Final Environmental Impact Statement on April 2, 2024. Amicus briefs supporting the project were filed by the village of Crooked Creek and the Alaska federal Congressional delegation. Oral arguments were held on June 24, 2024, and the Federal District Court issued a decision on September 30, 2024. The decision rejected the plaintiffs’ arguments on two of the three issues raised in the litigation but agreed with plaintiffs that the federal agencies took too narrow of a view in analyzing the impact of a theoretical release from the tailings’ storage facility. The Federal District Court requested supplemental briefing on the appropriate remedy for addressing this issue. On October 7, 2024, the plaintiffs filed a request for reconsideration on one of the issues on which the Federal District Court had ruled against the plaintiffs and, at DOJ’s request, the Federal District Court suspended the schedule for briefing on the appropriate remedy until after the Federal District Court ruled on plaintiffs’ motion for reconsideration. On December 23, 2024, the Federal District Court denied plaintiffs’ request for reconsideration. Remedy briefing was completed in March 2025 and oral argument on remedy was held May 9, 2025. On June 10, 2025, the Federal District Court issued an order denying Earthjustice’s request to vacate the permits and remanding the case to the agencies to supplement the National Environmental Policy Act analysis on the narrow issue regarding the analysis of a potential larger release from the tailings storage facility. The Court retained jurisdiction over the case during the remand and ordered the agencies to file periodic status updates with the court. The Corps, in consultation with BLM and other federal agencies, will be the lead agency for this Supplemental Environmental Impact Statement (“SEIS”) process to ensure a transparent, science-based review that provides the public and decision-makers with complete and accurate information. On October 27, 2025, Donlin Gold was also formally accepted into the Fixing America’s Transportation Act (“FAST-41”) program and coordinated by the Federal Permitting Improvement Steering Council. The FAST-41 is a federal initiative that increases transparency, accountability, and predictability in permitting. A Notice of Intent to prepare a SEIS was issued in January 2026, and the public comment period for the scoping process closed in February 2026. The draft SEIS was published on September 23, 2026. Public hearings are scheduled during October 2026, and publication of the final SEIS is anticipated in April 2027.

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To date, all permits and approvals granted to Donlin Gold by federal and state agencies remain in place while the legal challenges described above proceed. We recognize the importance of preparedness and organization on these matters. Donlin Gold and its owners continue their unwavering support of the state and federal agencies in defending their thorough and diligent permitting processes, including working with the federal agencies and all stakeholders on an appropriate remedy to address the Federal District Court’s remand decision. 

Financing Activities During 2026

The Company completed a private placement offering on February 5, 2026 of 31,020,000 common shares at a price of $10.00 per share for aggregate gross proceeds of $310.2 million less $16.2 million of issuance costs. The Company intends to use the net proceeds of the private placement for expenditures associated with Donlin Gold activities, exercise of the Company’s prepayment option on the promissory note with Barrick Mining Corporation (“Barrick”), and general corporate purposes.

Overview of Donlin Gold Transaction and Financing Activities During 2025

On June 3, 2025, NOVAGOLD and Paulson, through wholly-owned subsidiaries, completed a $1 billion acquisition of Barrick’s 50% interest in Donlin Gold (the “Donlin Gold Transaction”) pursuant to the terms of a membership interest purchase agreement dated April 22, 2025 (the “MIPA”) among Barrick Gold U.S. Inc. (“Barrick Gold”), Barrick, Paulson, DGH, a subsidiary of Paulson, and NGRA, a subsidiary of the Company. NOVAGOLD, through NGRA, acquired an additional 10% interest in Donlin Gold for $200 million, increasing its stake to 60% of Donlin Gold, while Paulson, through DGH, acquired the remaining 40% interest for $800 million. Both owners have equal governance rights in Donlin Gold. The Donlin Gold Transaction marks a significant milestone in a long-term strategy to advance the Donlin Gold project. NOVAGOLD’s portion of the acquisition was funded through a combination of a public equity offering and a concurrent private placement.

Amended and Restated Limited Liability Company Agreement for Donlin Gold LLC

In connection with the closing of the Donlin Gold Transaction, NGRA, DGH and Donlin Gold entered into an amended and restated limited liability company agreement (the “A&R LLC Agreement”) governing Donlin Gold, pursuant to which the Company and Paulson have equal governance rights. NGRA had previously entered into a limited liability company agreement with Barrick Gold and Donlin Gold (the “Prior LLC Agreement”) dated December 1, 2007, as amended from time to time. Pursuant to the terms of the A&R LLC Agreement, the primary amendments to the Prior LLC Agreement consist of the following:

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Amended and Restated Promissory Note

Pursuant to the Prior LLC Agreement for Donlin Gold, the Company issued a promissory note to Barrick Gold to repay Barrick out of future mine production cash flow for a portion of Barrick’s prior expenditures on the Donlin Gold project. Concurrent with the Donlin Gold Transaction announcement on April 22, 2025, NOVAGOLD entered into a prepayment option agreement with Barrick, which provided the Company with an option to prepay the promissory note in full for $90 million prior to the closing of the Donlin Gold Transaction. The $90 million prepayment option was not exercised prior to closing. In connection with the closing of the Donlin Gold Transaction, on June 3, 2025 NGRA and Barrick Gold amended and restated the promissory note primarily to (i) modify the security package in order to exclude any property held by Donlin Gold or membership interest in Donlin Gold held by NGRA, but ensure it remains secured by NGRA’s right, title and interest to proceeds from Donlin Gold and (ii) provide the ability for NGRA to prepay and retire the promissory note for an aggregate of $100 million until December 3, 2026. In connection with the amended and restated promissory note, NGRA has made an irrevocable direction to Donlin Gold whereby Donlin Gold shall distribute to Barrick Gold, until the promissory note is fully repaid, 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. As per the amended and restated promissory note, the principal amount owed is $158.9 million. The Company currently anticipates exercising its prepayment option in the fourth quarter of 2026.

Backstop Agreement

In order to ensure available financing for the Company’s $200 million obligation under the MIPA, funding commitments of up to $170 million were obtained from Electrum, Paulson, and Kopernik Global Investors, LLC, on behalf of investment funds and accounts managed by them (“Kopernik”, together with Electrum and Paulson, the “Investors”) pursuant to a backstop agreement dated April 22, 2025 (“Backstop Agreement”). Pursuant to the Backstop Agreement, the Investors agreed to purchase, on a non-brokered, private placement basis, up to $170 million in the Company’s common shares at $3.00 per share, representing up to 56,666,667 common shares in the aggregate.

While the Company did not exercise its rights provided by the Backstop Agreement, in consideration for entering into the Backstop Agreement, the Company issued an aggregate of 25,500,000 warrants to purchase the Company’s common shares (the “Warrants”), with each Warrant entitling the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price of $3.00 per Warrant Share for a period of five years from the date of issuance. The Warrants contain a “cashless exercise” feature, such that, in lieu of making the cash payment otherwise contemplated to be made upon such exercise of the Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in the Warrants. The Warrants were issued in the following amounts: (i) 12,750,000 Warrants to Paulson; (ii) 6,375,000 Warrants to Electrum; and (iii) 6,375,000 Warrants to Kopernik. During the nine months ended August 31, 2026, 796,875 Warrants were exercised by way of the cashless exercise feature, resulting in the issuance of 569,333 NOVAGOLD shares and the cancellation of 227,542 Warrants to cover the exercise price. As at August 31, 2026, 24,703,125 Warrants remained outstanding.

The Backstop Agreement further provided the Investors with registration rights, pursuant to which the Company had agreed to, among other things, file a registration statement with the SEC registering the resale of the Warrant Shares and to cause such registration statement to remain effective until the earlier of (a) three years from the issuance of the Subscribed Shares (which were not issued), (b) the date on which all of the Subscribed Shares and Warrant Shares shall have been sold, or (c) on the first date on which each Investor can sell all of its Subscribed Shares and/or Warrant Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold. The Backstop Agreement also contained customary indemnification and other provisions customary for registration rights of this type. Pursuant to discussions with the Investors and the Placement Investors (as defined below), the Company may file a resale registration statement in the future upon request of such investors with respect to the Warrant Shares or common shares issued pursuant to the Subscription Agreement (as defined below).

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Public Offering and Concurrent Private Placement

On May 7, 2025, the Company entered into an underwriting agreement related to a public offering of 47,850,000 of the Company’s common shares at a public offering price of $3.75 per share (the “Underwriting Agreement”). In addition, the Company granted the underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to 7,177,500 of additional common shares of the Company (the “Overallotment Option”). The net proceeds from the public offering were approximately $169.7 million. The Overallotment Option was exercised in full on June 5, 2025, bringing the total net proceeds to the Company for the public offering and the Overallotment Option to approximately $195.2 million after deducting the underwriting discount and offering expenses. The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Concurrently with the public offering announced in May 2025, the Company completed a private placement offering on May 9, 2025 of 17,173,853 common shares at a price equal to the public offering price for aggregate gross proceeds of approximately $64.4 million with Electrum and investment funds and accounts managed by Kopernik Global Investors, LLC (each a “Placement Investor”). The Company entered into a Subscription Agreement dated May 7, 2025 (the “Subscription Agreement”) with each of the Placement Investors setting out the terms of the concurrent private placement, which included similar resale registration rights as contained in the Backstop Agreement. The concurrent private placement closed on May 9, 2025.

Third Quarter 2026 Financial Results

Net loss and loss per share in the third quarter of 2026 were $36.0 million and $0.08, respectively, compared to net loss and loss per share of $15.6 million and $0.04, respectively, in the third quarter of 2025. NOVAGOLD’s net loss during the third quarter of 2026 increased by $20.4 million from the comparable prior year period primarily due to higher expenditures at Donlin Gold due to an acceleration of BFS activities and higher general and administrative expenses at NOVAGOLD primarily driven by ongoing professional fees related to the pending Transactions announced on July 22, 2026, partially offset by higher interest income in 2026.

The Company’s share of Donlin Gold expenses in the third quarter of 2026 was $16.5 million higher than the comparative prior year period due to ongoing 2026 activities by Fluor, WSP, Worley and Hatch to advance Donlin Gold’s BFS. General and administrative expenses increased in the third quarter of 2026 by $5.8 million from the comparable prior year period primarily due to higher professional fees, share-based compensation and corporate communication and regulatory fees. Professional fees increased by $5.3 million during the third quarter of 2026. The increase in professional fees was primarily due to legal fees in support of the pending Transactions announced on July 22, 2026. Share-based compensation expense in the third quarter increased by $0.3 million versus the comparative 2025 period primarily due to irregular timing of option and PSU grants over the previous 24-month period due to extended blackout periods and the associated vesting and expensing thereof. Corporate communication and regulatory fees in the third quarter increased by $0.2 million versus the comparative 2025 period primarily due to expenses related to the pending Transactions.

Net loss and loss per share for the nine months ended August 31, 2026 were $77.0 million and $0.18, respectively, compared to net loss and loss per share of $79.0 million and $0.22, respectively, for the first nine months of 2025. NOVAGOLD’s net loss during the first nine months of 2026 decreased by $2.1 million from the comparable prior year period primarily due to a $39.6 million non-cash charge recognized in the prior year related to warrants issued under the Backstop Agreement and higher interest income in 2026 partially offset by $30.8 million of incremental expenditures at Donlin Gold due to ongoing BFS activities and $12.8 million higher general and administrative expenses at NOVAGOLD. General and administrative expenses increased during the first nine months of 2026 from the comparable prior year period primarily due to higher professional fees for the same reasons discussed above. Professional fees are expected to remain elevated for the remainder of fiscal 2026 and into the early part of fiscal 2027 as we work toward the completion of the Transactions, currently expected to occur in the fourth calendar quarter of 2026.

Liquidity and Capital Resources

Liquidity Overview

The Company monitors its liquidity and capital resources on a regular basis to ensure it has sufficient liquidity and capital resources to meet its current operating and capital requirements. As of August 31, 2026, the Company had cash resources comprising cash and cash equivalents and term deposits totaling approximately $343.4 million, which management believes are sufficient to complete the Donlin Gold BFS, exercise the Company’s option to prepay the Barrick promissory note in the fourth calendar quarter of 2026, and cover corporate general and administrative costs for at least the next twelve months.

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With the acceleration of Donlin Gold BFS activities since commencing in early-2026, NOVAGOLD’s share of Donlin Gold expenditures is expected to remain elevated over the next 12 to 18 months compared to historical levels and will increase further assuming the closing of the Transactions occurs in the fourth calendar quarter of 2026. Even if the Transactions are completed in 2026, the Company is fully funded to complete the Donlin Gold BFS and intends to exercise its option to prepay the Barrick promissory note in the fourth quarter of 2026. The Company expects to raise additional capital at some point to support additional future activities, including the commencement of detailed engineering.

Future funding to support developing the Donlin Gold project is anticipated to include, among other things, a combination of corporate debt and equity, project specific debt, infrastructure financing, royalty, stream, and government agency and/or sovereign wealth fund support. NOVAGOLD’s continued operations, in the longer term, are dependent on its ability to generate future cash flows and maintain sufficient capital resources. There is no assurance that the Company will be successful in its efforts to raise additional capital on favorable terms, or at all. For further information, refer to the section titled Item 1A. Risk Factors – Our ability to continue the exploration, permitting and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project, to fund construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing in our Annual Report on Form 10-K.

NOVAGOLD is increasing its fiscal 2026 operating expenditure guidance by $11.5 million to approximately $110.0 million, reflecting higher corporate general and administrative costs of approximately $31.2 million, excluding share based compensation, and unchanged Donlin Gold funding guidance of approximately $78.8 million reflecting the Company’s 60% share of the Donlin Gold project expenditures for 2026. The $11.5 million increase in 2026 corporate general and administrative guidance reflects additional legal and other professional fees of $7.7 million incurred during the nine months ended August 31, 2026 and $3.8 million of anticipated expenses in the fourth quarter in support of the pending Transactions announced on July 22, 2026. The increase in 2026 corporate general and administrative guidance does not reflect anticipated fiscal 2027 professional fees and closing costs expected to be incurred through the closing of the Transactions.

The Donlin Gold funding in respect of 2026 expenditures is expected to remain in line with previous guidance, however, due to the pre-funding of December 2026 Donlin Gold activities (first fiscal month of 2027) in November 2026, a portion of 2026 funding will relate to Donlin Gold’s 2027 budget.

The Company’s financial position includes the following as of August 31, 2026:

Cash Flows

In the third quarter of 2026, cash and cash equivalents increased by $68.2 million due to $95.0 million in net proceeds from maturing term deposits and $1.2 million in proceeds from the sale of marketable securities offset by $24.8 million in Donlin Gold funding and $3.3 million in corporate general and administrative costs.

Cash used in operating activities during the third quarter of 2026 was $2.4 million higher than the comparative prior year period. Cash provided by investing activities during the third quarter of 2026 increased by $331.6 million from the comparative prior year period primarily due to NOVAGOLD’s prior year payment of $210.1 million to complete the Donlin Gold Transaction, $137.0 million in net proceeds from maturing term deposits and $1.2 million in net proceeds from the sale of marketable securities, partially offset by $16.7 million of incremental Donlin Gold funding. Funding of Donlin Gold was higher in the third quarter of 2026 compared to the same period in 2025 due to the commencement of the Donlin Gold BFS in early-2026.

Cash provided by financing activities during the third quarter of 2026 decreased by $25.5 million from the comparative prior year period primarily due to $25.5 million in net proceeds from the exercise of an underwriter’s overallotment option related to the May 2025 equity offering received last year versus no financing activity during the third quarter of 2026.

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Outstanding Share Data

As of October 2, 2026, the Company had 438,815,994 common shares issued and outstanding. Also, as of October 2, 2026, the Company had: i) a total of 24,703,125 warrants outstanding with an exercise price of $3.00 per share; ii) a total of 9,508,267 stock options outstanding; 8,153,267 with a weighted-average exercise price of $5.41 per share and the remaining 1,355,000 of those stock options with a weighted-average exercise price of C$7.23 per share; and iii) 1,902,400 PSUs; and iv) 339,973 deferred share units outstanding. Upon exercise or pay out, as applicable, of the foregoing convertible securities, the Company would be required to issue a maximum of 37,404,965 common shares.

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Our financial instruments are exposed to certain financial risks, including credit and interest rate risks.

Credit Risk

Concentration of credit risk exists with respect to our cash and cash equivalents, and term deposit investments. Cash and cash equivalents are primarily held at three Canadian chartered banks with investment grade credit ratings. All term deposits are held at two Canadian chartered banks and one large U.S. bank with investment grade credit ratings and have maturities of less than one year.

Interest Rate Risk

The interest rate on the promissory note owed to Barrick is variable with the U.S. prime rate. Based on the amount owing on the promissory note as of August 31, 2026, and assuming all other variables remain constant, a 1% change in the U.S. prime rate would result in an increase/decrease of approximately $1.8 million in the interest accrued on the promissory note per annum.

Management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of August 31, 2026. On the basis of this review, our President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal controls over financial reporting are based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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PART II - OTHER INFORMATION

From time to time, the Company may be a party to litigation or legal proceedings that are considered ordinary routine litigation incidental to our business or not material. Notwithstanding the foregoing, please refer to the sections titled Litigation in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K and Upholding current permits and working to secure key state approvals in Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q. 

Lawsuits arising out of the Arrangement and the Transactions may be filed in the future. In addition, the Company has received demand letters on behalf of purported shareholders alleging that the Company’s preliminary proxy statement, filed on September 11, 2026, misrepresents and/or omits certain purportedly material information relating to the Company’s financial projections, the financial analyses performed by the Company’s financial advisors, potential conflicts of interest involving such financial advisors and the Company insiders and the negotiation process in connection with the Arrangement. The Company cannot predict the outcome of the demand letters or any lawsuits or other demand letters it may receive. The Company believes the claims asserted in the demand letters are without merit.

Except as set forth below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K. For risk factors related to the Transactions, please see the definitive proxy statement and management information circular filed with the SEC on October 5, 2026. The risk factors in our Annual Report on Form 10-K, in addition to the other information set forth in this quarterly report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.

Increases in energy prices and inflationary pressures could materially increase our capital and operating costs and adversely affect the economic viability of our projects.

Global energy markets have experienced significant volatility, including increases in oil and fuel prices associated with geopolitical developments involving Iran and disruptions to shipping through the Strait of Hormuz. Prolonged disruptions in global energy supply or transportation routes may lead to sustained increases in oil and other energy prices.

Energy costs are a significant component of the cost of developing and operating mining projects. Sustained increases in the price of oil, fuel, power and other energy inputs may increase the cost of construction, transportation, equipment operation and the production and delivery of consumables used in mining operations. Higher energy prices may also contribute to broader inflationary pressures affecting the costs of labor, materials, equipment, reagents, contractors and other services required for the development and operation of our projects.

Estimated capital costs, operating costs, production levels and economic returns for the Donlin Gold project are based on assumptions regarding, among other things, input costs, energy prices, supply chains and inflation. If energy prices remain elevated or inflation persists, actual costs may be significantly higher than our current estimates. Higher costs or increased uncertainty regarding future costs could adversely affect project development decisions, reduce projected economic returns, require additional financing or result in delays in development or construction. Any of these factors could materially and adversely affect our business, financial condition, results of operations and the economic viability of our projects.

None.

None.

These disclosures are not applicable to us.

None.

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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