ng20260531_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 May 31, 2026

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

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 June 19, 2026, the Company had 438,780,614 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	15
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	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information.	23
Item 6.	Exhibits	23

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 including the Donlin Gold (as defined below) bankable feasibility study and draft supplemental environmental impact statement; 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; 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:

●

our ability to achieve production at the Donlin Gold project;

●

dependence on the cooperation of our co-owner in the 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 to: (i) the federal Joint Record of Decision and permits issued by the U.S. Army Corps of Engineers and U.S. Bureau of Land Management, and (ii) the State Clean Water Act Section 401 Certification (as defined below); 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;

●

risks related to cooperation with Calista and TKC and our continued compliance with the mining lease and surface use agreement with each, respectively, for the Donlin Gold project subsurface mineral and surface rights;

●

ownership of the membership interests being contractually reduced;

●

risks related to failure of maintaining an effective system of disclosure controls;

●

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 and increases in energy prices due to geopolitical tensions;

●

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 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

Item 1. Financial Statements

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

	As of May 31, 2026			As of November 30, 2025
ASSETS
Cash and cash equivalents	$	78,216		$	110,143
Term deposits		292,000			5,000
Other assets (Note 6)		5,823			2,344
Current assets		376,039			117,487
Investment in Donlin Gold (Note 5)		221,990			213,202
Other assets (Note 6)		715			5,224
	$	598,744		$	335,913

LIABILITIES
Accounts payable and accrued liabilities	$	1,380		$	1,981
Accrued payroll and related benefits		1,613			2,656
Other liabilities (Note 8)		340			301
Current liabilities		3,333			4,938
Promissory note (Note 7)		173,649			166,296
Other liabilities (Note 8)		745			885
		177,727			172,119

EQUITY (DEFICIT)
Common shares		2,548,493			2,251,741
Contributed surplus		138,089			136,690
Accumulated deficit		(2,240,519	)		(2,199,591	)
Accumulated other comprehensive loss		(25,046	)		(25,046	)
		421,017			163,794
	$	598,744		$	335,913

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 June 22, 2026. 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 May 31,						Six months ended May 31,
	2026			2025			2026			2025
Operating expenses:
General & administrative (Note 11)	$	8,919		$	5,819		$	17,618		$	10,621
Equity loss – Donlin Gold (Note 5)		16,868			6,463			23,084			8,762
		25,787			12,282			40,702			19,383

Loss from operations		(25,787	)		(12,282	)		(40,702	)		(19,383	)

Other (expense) income:
Warrant expense (Note 9)		—			(39,607	)		—			(39,607	)
Interest expense – promissory note (Note 7)		(3,745	)		(3,707	)		(7,353	)		(7,273	)
Interest income		4,048			1,585			5,692			2,620
Other (expense) income, net (Note 12)		(9	)		(264	)		1,435			252
Net loss		(25,493	)		(54,275	)		(40,928	)		(63,391	)

Other comprehensive income (loss):
Foreign currency translation adjustments		—			556			—			60

Comprehensive loss	$	(25,493	)	$	(53,719	)	$	(40,928	)	$	(63,331	)

Net loss per common share – basic and diluted	$	(0.06	)	$	(0.15	)	$	(0.10	)	$	(0.19	)

Weighted average shares outstanding
Basic and diluted (thousands)		438,779			350,213			427,081			342,513

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 May 31,						Six months ended May 31,
	2026			2025			2026			2025
Operating activities:
Net loss	$	(25,493	)	$	(54,275	)	$	(40,928	)	$	(63,391	)
Adjustments:
Equity loss – Donlin Gold (Note 5)		16,868			6,463			23,084			8,762
Share-based compensation (Note 13)		2,268			1,410			4,151			2,393
Warrant Expense (Note 9)		—			39,607			—			39,607
Interest expense on promissory note (Note 7)		3,745			3,707			7,353			7,273
Change in fair value of marketable securities (Note 12)		(50	)		(97	)		(1,346	)		(283	)
Foreign exchange (gain) loss (Note 12)		62			379			(86	)		49
Other operating adjustments		5			6			11			15
Change in operating assets and liabilities
Other assets		(2,648	)		(965	)		(2,238	)		(1,166	)
Accounts payable and accrued liabilities		(1,985	)		1,451			(598	)		1,050
Accrued payroll and related benefits		840			702			(1,047	)		(1,060	)
Income taxes payable		—			—			—			(214	)
Remediation liability		(13	)		(17	)		(19	)		(124	)
Net cash used in operating activities		(6,401	)		(1,629	)		(11,663	)		(7,089	)

Investing activities:
Proceeds from term deposits		—			59,000			5,000			93,000
Purchases of term deposits		(17,000	)		(25,000	)		(292,000	)		(59,000	)
Funding of Donlin Gold		(16,326	)		(6,799	)		(31,872	)		(10,413	)
Proceeds from sale of marketable securities		488			—			4,617			952
Net cash used in investing activities		(32,838	)		27,201			(314,255	)		24,539

Financing activities:
Proceeds from issuance of equity (Note 9)		—			243,839			310,200			243,839
Payments for costs related to equity issuance (Note 9)		—			(9,734	)		(16,200	)		(9,734	)
Payments of withholding tax on share-based compensation		—			—			—			(82	)
Net cash provided by (used in) financing activities		—			234,105			294,000			234,023

Effect of exchange rate changes on cash and cash equivalents		(38	)		90			(9	)		39
Net change in cash and cash equivalents		(39,277	)		259,767			(31,927	)		251,512
Cash and cash equivalents at beginning of period		117,493			33,969			110,143			42,224
Cash and cash equivalents at end of period	$	78,216		$	293,736		$	78,216		$	293,736

Supplemental disclosures of cash flow information:
Interest and dividends received	$	1,170		$	1,158		$	2,247		$	1,915
Income taxes paid	$	—		$	—		$	—		$	223

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)

	Six months ended May 31, 2026
	Common shares				Contributed			Accumulated						Total
	Shares		Amount		surplus			deficit			AOCL*			equity

November 30, 2025		406,932	$	2,251,741	$	136,690		$	(2,199,591	)	$	(25,046	)	$	163,794
Share-based compensation		—		—		1,883			—			—			1,883
Private placement, net (Note 9)		31,020		294,000		—			—			—			294,000
Stock options exercised		217		1,408		(1,408	)		—			—			—
Warrants exercised (Note 9)		569		1,235		(1,235	)		—			—			—
Net loss		—		—		—			(15,435	)		—			(15,435	)
February 28, 2026		438,738	$	2,548,384	$	135,930		$	(2,215,026	)	$	(25,046	)	$	444,242
Share-based compensation		—		—		2,268			—			—			2,268
Stock options exercised		42		109		(109	)		—			—			—
Net loss		—		—		—			(25,493	)		—			(25,493	)
May 31, 2026		438,780	$	2,548,493	$	138,089		$	(2,240,519	)	$	(25,046	)	$	421,017

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

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 income		—		—		—			—			(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 (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 loss		—		—		—			—			556			556
May 31, 2025		399,720	$	2,225,705	$	132,941		$	(2,168,323	)	$	(25,046	)	$	165,277

* Accumulated other comprehensive loss

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

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 (“Donlin Gold”), a limited liability company that is owned by wholly-owned subsidiaries of NOVAGOLD and Donlin Gold Holdings LLC (DGH), a subsidiary of Paulson Advantage Plus Master Ltd. and Paulson Partners LP (together, “Paulson”). Prior to June 3, 2025, Donlin Gold was owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick Mining Corporation (“Barrick”). See Note 5 regarding changes to Donlin Gold ownership on June 3, 2025.

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 its new Donlin Gold partner. 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 its new Donlin Gold partner. 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.

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.

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.

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

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 May 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 (a subsidiary of Paulson), and NOVAGOLD Resources Alaska, Inc. (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, wholly-owned subsidiaries 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.

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

	Three months ended May 31,						Six months ended May 31,
	2026			2025			2026			2025
Balance – beginning of period	$	222,532		$	3,912		$	213,202		$	2,597
Share of losses:
Mineral property expenditures		(16,735	)		(6,335	)		(22,827	)		(8,505	)
Depreciation		(121	)		(118	)		(233	)		(237	)
Accretion		(12	)		(10	)		(24	)		(20	)
		(16,868	)		(6,463	)		(23,084	)		(8,762	)
Funding		16,326			6,799			31,872			10,413
Balance – end of period	$	221,990		$	4,248		$	221,990		$	4,248

NOVAGOLD RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

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.

	As of May 31,			As of November 30,
	2026			2025
Economic interest of Donlin Gold held		60	%		60	%
Company’s share of Donlin Gold assets and liabilities held
Current assets: Cash, prepaid expenses, and other receivables	$	22,466		$	5,591
Non-current assets: Right-of-use assets, property and equipment		2,449			1,295
Non-current assets: Mineral property		39,185			39,185
Current liabilities: Accounts payable, accrued liabilities and lease obligations		(10,620	)		(2,688	)
Non-current liabilities: Reclamation and lease obligations		(2,290	)		(1,032	)
Net assets	$	51,190		$	42,351

NOTE 6 – OTHER ASSETS

	As of May 31, 2026		As of November 30, 2025
Other current assets:
Accounts receivable	$	57	$	62
Interest receivable		3,646		201
Receivable from Donlin Gold		267		1,044
Prepaid expenses		640

SEC Form 10-Q filed by Novagold Resources Inc.