ng20250831_10q.htm

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

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended August 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 001-31913

NOVAGOLD RESOURCES INC.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

201 South Main Street, Suite 400 Salt Lake City, Utah, USA	84111
(Address of Principal Executive Offices)	(Zip Code)

(801) 639-0511 (Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Shares, no par value	NG	NYSE American
		Toronto Stock Exchange

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):

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

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 September 26, 2025, the Company had 406,926,988 common shares, no par value, outstanding.

NOVAGOLD RESOURCES INC.

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22
PART II - OTHER INFORMATION		23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information.	24
Item 6.	Exhibits	24

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, 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, 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, sufficiency of working capital, timelines, strategic plans, including our plans and expectations relating to the Donlin Gold (as defined below) project, permitting and the timing thereof, 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:

●

our ability to achieve production at the Donlin Gold project;

●

dependence on cooperation of co-owner in exploration and development of the Donlin Gold project;

●

expectations regarding future gold prices and demand;

●

estimated capital costs, operating costs, production and economic returns;

●

estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying our mineral resource and mineral reserve estimates;

●

our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;

●

assumptions that all necessary permits and governmental approvals will be obtained and retained, and the timing of such approvals;

●

assumptions made in the interpretation of drill results, the geology, grade and continuity of our mineral deposits;

●

our expectations regarding demand for equipment, skilled labor and services needed for the Donlin Gold project;

●

our activities not being adversely disrupted or impeded by development, operating or regulatory risks;

●

our expectations regarding the timing and outcome of certain judicial and/or administrative decisions, including but not limited to the appeals of: (i) the federal Joint Record of Decision (“JROD”) and permits issued by the U.S. Army Corps of Engineers (“Corps”) and U.S. Bureau of Land Management, (ii) the State Clean Water Act Section 401 Certification (as defined below), (iii) the state pipeline right-of-way (“ROW”) agreement and lease, and (iv) the application for water rights; and

●

our ability to fund the feasibility study update.

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:

●

uncertainty of whether there will ever be production at the Donlin Gold project;

●

risks related to cooperation with our co-owner on which we depend for Donlin Gold project activities;

●

our history of losses and expectation of future losses;

●

our concentrated property portfolio;

●

risks related to our ability to finance the development of the Donlin Gold project through external financing, strategic alliances, the sale of property interests or otherwise;

●

uncertainty of estimates of capital costs, operating costs, production and economic returns, including the impact of inflation thereon;

●

commodity price fluctuations;

●

risks related to market events and general economic conditions;

●

risks related to opposition to operations at our mineral exploration and development properties from non-governmental organizations or civil society;

●

the risk that permits and governmental approvals necessary to develop and operate the Donlin Gold project will not be available on a timely basis, subject to reasonable conditions, or at all;

●

uncertainties relating to the assumptions underlying our mineral reserve and mineral resource estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs;

●

risks related to the inability to develop or access the infrastructure required to construct and operate the Donlin Gold project;

●

uncertainty related to title to the Donlin Gold project;

●

risks related to our largest shareholder;

●

risks related to conflicts of interests of some of the directors and officers of the Company;

●

risks related to the need for reclamation activities on our properties and uncertainty of cost estimates related thereto;

●

credit, liquidity, interest rate and currency risks;

●

mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with, or interruptions in, development, construction or production;

●

risks related to changes in governmental regulation and uncertainties resulting from changes being implemented by the current U.S. federal administration including, but not limited to, the stability of pre-existing tax regimes and tariffs;

●

risks related to environmental laws and regulations;

●

risks related to our insurance;

●

risks related to title and other rights to our mineral properties;

●

risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of the Donlin Gold project, and related cost increases;

●

our need to attract and retain qualified management and technical personnel;

●

uncertainty as to the outcome of potential litigation;

●

risks related to the effects of global climate change on the Donlin Gold project;

●

risks related to information technology systems;

●

risks related to cybersecurity attacks and breaches; and

●

risks related to the Company’s status as a “passive foreign investment company” in the United States.

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 our Annual Report on Form 10-K for the year ended November 30, 2024 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

Item 1.

Financial Statements

NOVAGOLD RESOURCES INC.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(Unaudited, US dollars in thousands)

	As of August 31, 2025			As of November 30, 2024
ASSETS
Cash and cash equivalents	$	58,169		$	42,224
Term deposits		67,000			59,000
Other assets (Note 6)		997			1,530
Current assets		126,166			102,754
Investment in Donlin Gold (Note 5)		214,948			2,597
Other assets (Note 6)		4,271			4,402
	$	345,385		$	109,753

LIABILITIES
Accounts payable and accrued liabilities	$	2,225		$	1,371
Accrued payroll and related benefits		2,129			2,482
Income taxes payable		—			220
Other liabilities (Note 8)		335			413
Current liabilities		4,689			4,486
Promissory note (Note 7)		162,622			151,522
Other liabilities (Note 8)		962			1,161
		168,273			157,169

EQUITY (DEFICIT)
Common shares		2,251,186			1,989,245
Contributed surplus		134,941			93,377
Accumulated deficit		(2,183,969	)		(2,104,932	)
Accumulated other comprehensive loss		(25,046	)		(25,106	)
		177,112			(47,416	)
	$	345,385		$	109,753

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 1, 2025. They are signed on the Company’s behalf by:

/s/ Gregory A. Lang	/s/ Hume Kyle

NOVAGOLD RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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

	Three months ended August 31,						Nine months ended August 31,
	2025			2024			2025			2024
Operating expenses:
General & administrative (Note 11)	$	6,279		$	5,120		$	16,900		$	18,982
Equity loss – Donlin Gold (Note 5)		7,450			2,814			16,212			9,765
		13,729			7,934			33,112			28,747

Loss from operations		(13,729	)		(7,934	)		(33,112	)		(28,747	)

Other (expense) income:
Warrant expense (Note 9)		—			—			(39,607	)		—
Interest expense - promissory note		(3,827	)		(3,833	)		(11,100	)		(11,132	)
Interest and dividend income		1,240			1,194			3,860			4,265
Other (expense) income, net (Note 12)		670			(14	)		922			1,708
Loss before income taxes		(15,646	)		(10,587	)		(79,037	)		(33,906	)
Income tax expense		—			(156	)		—			(855	)
Net loss		(15,646	)		(10,743	)		(79,037	)		(34,761	)

Other comprehensive income (loss):
Foreign currency translation adjustments		—			48			60			30

Comprehensive loss	$	(15,646	)	$	(10,695	)	$	(78,977	)	$	(34,731	)

Net loss per common share – basic and diluted	$	(0.04	)	$	(0.03	)	$	(0.22	)	$	(0.11	)

Weighted average shares outstanding
Basic and diluted (thousands)		406,508			334,520			364,000			334,422

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

NOVAGOLD RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited, US dollars in thousands)

	Three months ended August 31,						Nine months ended August 31,
	2025			2024			2025			2024
Operating activities:
Net loss	$	(15,646	)	$	(10,743	)	$	(79,037	)	$	(34,761	)
Adjustments:
Equity loss – Donlin Gold		7,450			2,814			16,212			9,765
Share-based compensation		2,000			515			4,393			5,319
Warrant Expense (Note 9)		—			—			39,607			—
Interest expense on promissory note		3,827			3,833			11,100			11,132
Gain on sale of mineral property (Note 4)		—			—			—			(743	)
Change in fair value of marketable equity securities		(662	)		(7	)		(945	)		(978	)
Foreign exchange (gain) loss		(8	)		21			41			13
Other operating adjustments		3			2			18			32
Change in operating assets and liabilities
Other assets		1,668			(50	)		502			(86	)
Accounts payable and accrued liabilities		(196	)		(427	)		854			254
Accrued payroll and related benefits		703			340			(357	)		(741	)
Income taxes payable		(6	)		(279	)		(220	)		319
Remediation liability		(36	)		(58	)		(160	)		(134	)
Net cash used in operating activities		(903	)		(4,039	)		(7,992	)		(10,609	)

Investing activities:
Proceeds from term deposits		92,000			—			185,000			80,000
Purchases of term deposits		(134,000	)		—			(193,000	)		(60,000	)
Funding of Donlin Gold		(8,100	)		(2,864	)		(18,513	)		(10,198	)
Investment in Donlin Gold (Note 5)		(210,050	)		—			(210,050	)		—
Proceeds from disposal of equity securities (Note 15)		—			59			952			59
Proceeds from sale of mineral property (Note 4)		—			—			—			743
Net cash provided by investing activities		(260,150	)		(2,805	)		(235,611	)		10,604

Financing activities:
Equity issuance (Note 9)		26,915			—			270,754			—
Equity issuance costs (Note 9)		(1,434	)		—			(11,168	)		—
Withholding tax on share-based compensation		—			(157	)		(82	)		(174	)
Net cash provided by (used in) financing activities		25,481			(157	)		259,504			(174	)

Effect of exchange rate changes on cash and cash equivalents		5			5			44			2
Net change in cash and cash equivalents		(235,567	)		(6,996	)		15,945			(177	)
Cash and cash equivalents at beginning of period		293,736			52,568			42,224			45,749
Cash and cash equivalents at end of period	$	58,169		$	45,572		$	58,169		$	45,572

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

NOVAGOLD RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF EQUITY (DEFICIT)

(Unaudited, US dollars and shares in thousands)

	Nine months ended August 31, 2025
														Total
	Common shares				Contributed			Accumulated						equity
	Shares		Amount		surplus			deficit			AOCL*			(deficit)

November 30, 2024		334,567	$	1,989,245	$	93,377		$	(2,104,932	)	$	(25,106	)	$	(47,416	)
Share-based compensation		—		—		983			—			—			983
Performance share units (PSUs) settled in shares		79		2,130		(2,130	)		—			—			—
Withholding tax on PSUs		—		—		(81	)		—			—			(81	)
Net loss		—		—		—			(9,116	)		—			(9,116	)
Other comprehensive loss		—		—		—			—			(496	)		(496	)
February 28, 2025		334,646	$	1,991,375	$	92,149		$	(2,114,048	)	$	(25,602	)	$	(56,126	)
Share-based compensation		—		—		1,410			—			—			1,410
Equity offering, net (Note 9)		65,024		234,105		—			—			—			234,105
Deferred share units (DSUs) settled in shares		50		225		(225	)		—			—			—
Warrants (Note 9)		—		—		39,607			—			—			39,607
Net loss		—		—		—			(54,275	)		—			(54,275	)
Other comprehensive income		—		—		—			—			556			556
May 31, 2025		399,720	$	2,225,705	$	132,941		$	(2,168,323	)	$	(25,046	)	$	165,277
Share-based compensation		—		—		2,000			—			—			2,000
Equity offering, net (Note 9)		7,178		25,481		—			—			—			25,481
Net loss		—		—		—			(15,646	)		—			(15,646	)
August 31, 2025		406,898	$	2,251,186	$	134,941		$	(2,183,969	)	$	(25,046	)	$	177,112

	Nine months ended August 31, 2024
	Common shares				Contributed		Accumulated						Total
	Shares		Amount		surplus		deficit			AOCL*			equity

November 30, 2023		333,247	$	1,986,938	$	88,621	$	(2,059,311	)	$	(24,471	)	$	(8,223	)
Share-based compensation		—		—		2,409		—			—

SEC Form 10-Q filed by Novagold Resources Inc.