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NOVAGOLD RESOURCES INC

For the period ended Nov 30, 2023. Filed Jan 24, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Jan 24, 2024

NG$6.24-9.3%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

Item 8.Financial Statements and Supplementary Data

To the Shareholders and Board of Directors of NOVAGOLD RESOURCES INC.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of NOVAGOLD RESOURCES INC. and its subsidiaries (together, the Company) as of November 30, 2023 and 2022, and the related consolidated statements of loss and comprehensive loss, cash flows and equity (deficit) for each of the three years in the period ended November 30, 2023, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of November 30, 2023, based on criteria established inInternal Control–* Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2023, based on criteria established inInternal Control–* Integrated Framework* (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Report of Management on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Recognition of the contingent note receivable

As described in Notes 2 and 4 to the consolidated financial statements, on July 27, 2018, the Company sold its interest in the Galore Creek project (the sale). As part of the consideration for the sale, the Company received a $75 million note (the contingent note receivable), which is 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 Galore Creek project construction approval was not probable as of the closing of the Galore Creek sale or in subsequent periods. Management’s assessment did not change as of November 30, 2023. The contingent note will be recognized when, in management’s judgment, it is probable that the payment will occur, and that the amount recorded will not reverse in future periods.

The principal considerations for our determination that performing procedures relating to the recognition of the contingent note receivable is a critical audit matter are the judgment by management when determining if recognition was required, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating management’s assessment of the probability of whether a Galore Creek project construction plan will be approved.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of the basis for recognizing the contingent note receivable. These procedures also included, among others, evaluating the reasonableness of management’s assessment regarding the probability of the owner(s) of the project approving the Galore Creek project construction plan. This included considering both publicly available information and the latest annual progress report provided by the owner(s) of the project to the Company under the terms of the sale agreement.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

January 24, 2024

We have served as the Company's auditor since 1984.

(US dollars in thousands)

As of November 30,
20232022
ASSETS
Cash and cash equivalents$45,749$63,882
Term deposits80,00062,000
Notes receivable (Note 4)—24,421
Other assets (Note 6)1,4702,235
Current assets127,219152,538
Investment in Donlin Gold (Note 5)3,0713,848
Other assets (Note 6)3,0002,803
Total assets$133,290$159,189
LIABILITIES
Accounts payable and accrued liabilities$703$769
Accrued payroll and related benefits2,7992,532
Other liabilities (Note 9)4041,298
Current liabilities3,9064,599
Promissory note (Note 7)136,748123,685
Other liabilities (Note 9)8591,002
Total liabilities141,513129,286
Commitments and contingencies (Notes 7, 8 and 9)
EQUITY (DEFICIT)
Common shares
Authorized – 1,000 million shares, no par value
Issued and outstanding – 334.2 and 333.8 million shares, respectively1,986,9381,983,962
Contributed surplus88,62182,866
Accumulated deficit(2,059,311)(2,012,508)
Accumulated other comprehensive loss(24,471)(24,417)
Total equity (deficit)(8,223)29,903
Total liabilities and equity (deficit)$133,290$159,189

Approved by the Board of Directors

/s/ Gregory A. Lang /s/ Anthony P. Walsh

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(US dollars in thousands except per share amounts)

Years ended November 30,
202320222021
Operating expenses:
General and administrative (Note 12)$21,783$20,109$20,210
Equity loss - Donlin Gold (Note 5)18,52928,16316,625
40,31248,27236,835
Loss from operations(40,312)(48,272)(36,835)
Interest expense on promissory note (Note 7)(13,063)(7,962)(5,922)
Interest and dividend income5,7911,591458
Accretion of notes receivable (Note 4)5798492,556
Remediation expense(541)(366)(938)
Other income (expense), net (Note 14)782784282
Loss before income taxes(46,764)(53,376)(40,399)
Income tax recovery (expense) (Note 15)(39)33(137)
Net loss(46,803)(53,343)(40,536)
Other comprehensive income (loss):
Foreign currency translation adjustments(54)(1,128)587
(54)(1,128)587
Comprehensive loss$(46,857)$(54,471)$(39,949)
Net loss per common share – basic and diluted$(0.14)$(0.16)$(0.12)
Weighted average shares outstanding
Basic and diluted (thousands)334,057333,236331,546

(US dollars in thousands)

Years ended November 30,
202320222021
Operating activities:
Net loss$(46,803)$(53,343)$(40,536)
Adjustments:
Equity loss – Donlin Gold18,52928,16316,625
Interest expense on promissory note13,0637,9625,922
Share-based compensation8,7318,2148,235
Remediation expense541366938
Foreign exchange (gain) loss43(595)336
Accretion of notes receivable(579)(849)(2,556)
Change in fair value of marketable securities(269)(189)(418)
Gain on sale of mineral property(556)—(200)
Other operating adjustments49(44)7
Net change in operating assets and liabilities (Note 17)(535)(2,056)1,784
Net cash used in operating activities(7,786)(12,371)(9,863)
Investing activities:
Proceeds from term deposits148,000148,000141,578
Purchases of term deposits(166,000)(132,000)(158,799)
Funding of Donlin Gold(17,752)(28,435)(17,587)
Proceeds from notes receivable25,000—75,000
Proceeds from sale of mineral property556—200
Other(132)73—
Net cash provided from investing activities(10,328)(12,362)40,392
Financing activities:
Withholding tax on share-based compensation—(2,122)(731)
Net cash used in financing activities—(2,122)(731)
Effect of exchange rate changes on cash and cash equivalents(19)(387)420
Net change in cash and cash equivalents(18,133)(27,242)30,218
Cash and cash equivalents at beginning of year63,88291,12460,906
Cash and cash equivalents at end of year$45,749$63,882$91,124

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(US dollars and shares in thousands)

Common shares · Contributed · Accumulated · Total equity
SharesAmountsurplusdeficitAOCL*(deficit)
November 30, 2020330,412$1,972,029$81,203$(1,918,629)$(23,876)$110,727
Share-based compensation——8,235——8,235
Performance share units (PSUs) settled in shares5741,460(1,460)———
Stock options exercised1,4305,031(5,031)———
Withholding tax on PSUs——(731)——(731)
Net loss———(40,536)—(40,536)
Other comprehensive income————587587
November 30, 2021332,416$1,978,520$82,216$(1,959,165)$(23,289)$78,282
Share-based compensation——8,214——8,214
PSUs settled in shares4301,731(1,731)———
Deferred share units (DSUs) settled in shares53249(249)———
Stock options exercised8543,462(3,462)———
Withholding tax on PSUs——(2,122)——(2,122)
Net loss———(53,343)—(53,343)
Other comprehensive loss————(1,128)(1,128)
November 30, 2022333,753$1,983,962$82,866$(2,012,508)$(24,417)$29,903
Share-based compensation——8,731——8,731
DSUs settled in shares48246(246)———
Stock options exercised4462,730(2,730)———
Net loss———(46,803)—(46,803)
Other comprehensive income————(54)(54)
November 30, 2023334,247$1,986,938$88,621$(2,059,311)$(24,471)$(8,223)
  • Accumulated other comprehensive loss

NOTE 1–** THE COMPANY**

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 has not realized revenues from its planned principal business purpose. The Company’s principal asset is a 50% interest in the Donlin Gold project in Alaska, USA. The Donlin Gold project is owned and operated by Donlin Gold LLC (“Donlin Gold”), a limited liability company that is owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick Gold Corporation (“Barrick”).

NOTE 2–** SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Presentation

The Consolidated Financial Statements include the accounts of NOVAGOLD RESOURCES INC. and its wholly-owned subsidiaries including NOVAGOLD U.S. Holdings Inc., NOVAGOLD Resources Alaska Inc., NOVAGOLD USA, Inc., and AGC Resources Inc. All inter-company transactions and balances are eliminated on consolidation.

The Consolidated Financial Statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP). The preparation of the Company’s Consolidated Financial Statements in accordance with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of expenses during the reporting period. The Company bases its estimates and assumptions on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from the amounts recorded in these Consolidated Financial Statements.

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

Foreign currency

The functional currency for NOVAGOLD RESOURCES INC. is the Canadian dollar and the functional currency for the Company’s U.S. operations is the U.S. dollar. Therefore, gains and losses on U.S. dollar denominated transactions and the effect of translating U.S. dollar denominated balances of Canadian operations are recorded in net loss. The effects of translating the Company’s Canadian operations from the Canadian dollar to the U.S. dollar are recorded in Other comprehensive income (loss).

Cash and cash equivalents

Cash and cash equivalents consist of cash balances and highly liquid investments with original maturities of three months or less, that are cash equivalents. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

Term deposits

The Company’s term deposits are classified as held to maturity and recorded at cost. Term deposits are held at Chartered Canadian banks with original maturities of 12 months or less. The term deposits are not traded in an active market.

Contingent note receivable

A portion of the proceeds related to the sale of Galore Creek to Newmont includes 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 future 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 the entity is dependent on funding from its owners. All funding, ownership, voting rights, and power to exercise control is shared equally on a 50/50 basis between the owners of the VIE. Therefore, the Company has determined that it is not the primary beneficiary of the VIE. The Company’s maximum exposure to loss is its equity investment in Donlin Gold.

The equity method is a basis of accounting for investments whereby the investment is initially 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.

Income taxes

The Company accounts for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of the Company’s liabilities and assets and the related income tax basis for such liabilities and assets. This method generates deferred income tax liabilities and assets for the Company, as measured by the statutory tax rates in effect. The Company derives its deferred income tax charge or benefit by recording the change in deferred income tax liabilities and asset balances for the year.

The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

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 fair values of PSU retention incentive awards are based on their grant date market prices. 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 grants, estimates of forfeitures, the Company’s performance, and the Company’s performance in relation to its peers.

Net income (loss) per common share

Basic and diluted income (loss) per share are presented for Net income (loss). Basic income (loss) per share is computed by dividing Net income (loss) by the weighted-average number of outstanding common shares for the period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts that may require the issuance of common shares in the future were converted. Diluted income per share is computed by increasing the weighted-average number of outstanding common shares to include the additional common shares that would be outstanding after conversion and adjusting net income for changes that would result from the conversion. Only those securities or other contracts that result in a reduction in earnings per share are included in the calculation.

NOTE 3–** SEGMENTED INFORMATION**

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, 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 considers the business from a geographic perspective considering the performance of our investment in the Donlin Gold project in Alaska, USA (Note 5).

NOTE 4–** NOTES RECEIVABLE**

Changes in the Company’sNotes receivable are summarized as follows:

Years ended November 30,
202320222021
Balance – beginning of period$24,421$23,572$96,016
Accretion of notes receivable5798492,556
Payment received(25,000)—(75,000)
Balance – end of period$—$24,421$23,572

Galore Creek

On July 27, 2018, the Company sold its interest in the Galore Creek project to a subsidiary of Newmont Corporation (“Newmont”) for cash proceeds of $100,000, 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 did not change as of November 30, 2023.

Minas San Roque

On November 3, 2021, the Company sold its 49% interest in the Minas San Roque project in Argentina to Marifil S.A., a subsidiary of International Iconic Gold Mines Ltd. (“Iconic”) for cash proceeds of C$250 upon closing, a C$750 note receivable due on November 1, 2022, and a C$1,000 note receivable due on November 1, 2023. On closing, the Company determined the fair value of the notes wasnil. Iconic completed the C$750 note repayment due on November 1, 2022 in December 2022, and the C$1,000 note repayment due on November 1, 2023 in January 2024, each after obtaining sufficient funding.

NOTE 5–** INVESTMENT IN DONLIN GOLD**

The Donlin Gold project is owned and operated by Donlin Gold, a limited liability company in which wholly-owned subsidiaries of NOVAGOLD and Barrick each own a 50% interest. Donlin Gold has a board offour representatives, withtwo representatives selected by Barrick andtwo 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’sInvestment in Donlin Gold are summarized as follows:

Years ended November 30,
202320222021
Balance – beginning of period$3,848$3,576$2,614
Share of losses:
Mineral property expenditures(17,918)(27,690)(16,286)
Depreciation(571)(427)(300)
Accretion(40)(46)(39)
(18,529)(28,163)(16,625)
Funding17,75228,43517,587
Balance – end of period$3,071$3,848$3,576

The following amounts represent the Company’s 50% share of the assets and liabilities of Donlin Gold. Donlin Gold capitalized the initial contribution of the Donlin Gold property asNon-current assets: Mineral property with a carrying value of $64,000, resulting in a higher carrying value of the mineral property than that of the Company.

As of November 30,
20232022
Current assets: Cash, prepaid expenses, and other receivables$3,410$4,220
Non-current assets: Right-of-use assets, property and equipment1,4562,036
Non-current assets: Mineral property32,61532,615
Current liabilities: Accounts payable, accrued liabilities and lease obligations(1,669)(2,322)
Non-current liabilities: Reclamation and lease obligations(741)(701)
Net assets$35,071$35,848

NOTE 6–** OTHER ASSETS**

As of November 30,
20232022
Other current assets:
Accounts receivable$43$301
Interest receivable9962
Receivable from Donlin Gold203574
Prepaid expenses1,1251,298
$1,470$2,235
Other long-term assets:
Marketable equity securities$2,102$1,845
Right-of-use assets757939
Office equipment14119
$3,000$2,803

NOTE 7–** PROMISSORY NOTE**

The Company has a promissory note payable to Barrick of $136,748, comprised of $51,576 in principal, and $85,172 in accrued interest at U.S. prime plus 2%. The average effective interest rate was 10.3%,6.8%, and 5.3% in 2023, 2022 and 2021, respectively. The 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 the Company’s share of revenue from future mine production or from any net proceeds resulting from a reduction of the Company’s interest in Donlin Gold. The carrying value of the promissory note approximates fair value.

Changes in the Company’sPromissory Note is summarized as follows:

Years ended November 30,
202320222021
Balance – beginning of period$123,685$115,723$109,801
Interest expense on promissory note13,0637,9625,922
Balance – end of period$136,748$123,685$115,723

NOTE 8–** LEASES**

The Company leases office space under non-cancelable operating leases with original lease terms offive years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional five years. These optional periods have not been considered in the determination of ROU assets or lease liabilities associated with these leases as management did not consider it reasonably certain it would exercise the options. Certain of our leases include payments that vary based on the Company’s level of usage and operations. These variable payments are not included within ROU assets and lease liabilities in the Consolidated Balance Sheets. Additionally, short-term leases, which have an initial term of 12 months or less, are not recorded in the Consolidated Balance Sheets.

Lease expenses are included inGeneral and administrative**expense–* Office expense* on the Consolidated Statements of Loss and include the following components:

Years ended November 30,
202320222021
Operating lease cost$232$234$235
Variable lease cost121126122
Short-term lease cost554
$358$365$361

Future minimum lease payments under non-cancellable operating leases as of November 30, 2023, were as follows:

2024$234
2025157
2026154
2027159
2028164
Thereafter56
Total future minimum lease payments924
Less: imputed interest(123)
$801

Other information regarding leases includes the following:

Years ended November 30,
202320222021
Cash paid for operating leases$193$238$235
Variable lease cost121126127
Short-term lease cost555
$319$369$367
ROU assets obtained in exchange for lease liabilities$—$750$—
Weighted average:
Remaining lease term (years) – operating leases4.85.62.3
Discount rate – operating leases5.9%5.8%5.0%

NOTE 9–** OTHER LIABILITIES**

As of November 30,
20232022
Other current liabilities:
Remediation liabilities$212$1,156
Lease obligations192142
$404$1,298
Other long-term liabilities:
Remediation liabilities$250$200
Lease obligations609802
$859$1,002

NOTE 10–** SHARE CAPITAL**

Common shares

The Company is authorized to issue 1,000,000,000 common shares without par value, of which 334,246,859 were issued and outstanding as of November 30, 2023, and 333,753,116 were issued and outstanding as of November 30, 2022.

Preferred shares

Pursuant to the Company’s Notice of Articles filed under the Business Corporations Act (British Columbia), the Company is authorized to issue 10,000,000 preferred shares without par value. The authorized but unissued preferred shares may be issued in designated series from time to time by one or more resolutions adopted by the Directors. The Directors have the authority to determine the preferences, limitations, and relative rights of each series of preferred shares. As of November 30, 2023 and 2022, no preferred shares were issued or outstanding.

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).

The Company’s financial instruments consist of cash and cash equivalents, term deposits, accounts receivable, receivable from Donlin Gold, accounts payable and accrued liabilities, and promissory note. The fair value of the promissory note approximates its carrying value based on accrued interest at U.S. prime plus 2% and the terms for repayment from future mine production or from any net proceeds resulting from a reduction of the Company’s interest in Donlin Gold. 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, receivable from Donlin Gold, accounts payable and accrued liabilities, and 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 $2,102 as of November 30, 2023 ($1,845 as of November 30, 2022), 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**

Years ended November 30,
202320222021
Share-based compensation (Note 13)$8,731$8,214$8,235
Salaries and benefits7,0096,7106,599
Office expense3,3022,9922,544
Professional fees1,6471,1771,849
Corporate communications and regulatory1,0841,009976
Depreciation1077
$21,783$20,109$20,210

NOTE 13–** SHARE-BASED COMPENSATION**

Share incentive awards include a stock option plan for directors, executives, employees and eligible consultants, a PSU plan for executives, employees, and eligible consultants and a DSU plan for non-executive directors of the Company. Options granted to purchase common shares have exercise prices not less than the fair market value of the underlying share at the date of grant. As of November 30, 2023,30,610,851 common shares were available for future share incentive plan awards under all three plans.

The Company recognized share-based compensation expense (seeNote 12 - General and administrative) as follows:

Years ended November 30,
202320222021
Stock options$4,594$4,642$4,721
Performance share unit plan3,9103,3453,278
Deferred share unit plan227227236
$8,731$8,214$8,235

Stock options

Stock options granted under the Company’s share-based incentive plans generally expire five years after the date of grant and vest inone-third annual increments beginning on the first anniversary of the date of grant. The value of each option award is estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected term of the option award and share price volatility. The expected term of options granted is derived from historical data on employee exercise and post-vesting employment termination experience. The expected volatility is based on the historical volatility of the Company’s shares at the date of grant over the same length of term. These estimates involve inherent uncertainties and the application of management’s judgment. In addition, management estimates the expected forfeiture rate and only recognizes expense for those options expected to vest. As a result, if other assumptions had been used, the recorded share-based compensation expense would have been different from that reported.

A summary of stock options outstanding as of November 30, 2023, and activity during the year ended November 30, 2023 are as follows:

Number of stock optionsWeighted- average exercise price per shareWeighted- average remaining contractual term (years)Aggregate intrinsic value
November 30, 20227,717,413$6.18
Granted2,291,8005.71
Exercised(1,914,311)(3.73)
Cancelled(488,702)(7.08)
November 30, 20237,606,200$6.592.38$505
Vested and exercisable as of November 30, 20233,881,316$6.751.28$505

The following table summarizes other stock option-related information:

Years ended November 30,
202320222021
Weighted-average assumptions used to value stock option awards:
Expected volatility48.4%46.5%47.2%
Expected term of options (years)444
Expected dividend rate———
Risk-free interest rate3.85%1.13%0.3%
Expected forfeiture rate2.8%2.9%3.0%
Weighted-average grant-date fair value$2.40$2.49$3.63
Intrinsic value of options exercised$2,339$5,723$12,543
Cash received from options exercised$—$—$—

As of November 30, 2023, the Company had $2,721 of unrecognized compensation cost related to 3,724,884 non-vested stock options expected to be expensed and vest over a period of approximatelytwo years.

Performance share units

The Company has a PSU plan that provides for the issuance of PSUs in amounts as approved by the Company’s Compensation Committee. Each PSU award entitles the participant to receiveone common share of the Company at the end of a specified period. The Compensation Committee may adjust the number of common shares for the achievement of certain performance and vesting criteria established at the time of grant. The actual performance against each of these criteria generates a multiplier that varies from 0% to 150%. Thus, the common shares that may be issued vary between 0% and 150% of the number of PSUs granted, as reduced by the amounts for participants no longer with the Company on the vesting date.

The value of each PSU granted is estimated at the grant date using a Monte Carlo simulation model. The Monte Carlo simulation model requires the input of subjective assumptions, including the share price volatility of the Company’s stock, as well as comparator index and the correlation of returns between the comparator index and the Company. Expected volatility is based on the historical volatility of the Company’s shares and the comparator index at the grant date. These estimates involve inherent uncertainties and the application of management’s judgment. As a result, if other assumptions had been used, our recorded share-based compensation expense would have been different from that reported.

A summary of PSU awards outstanding and activity during the year ended November 30, 2023 are as follows:

Number of PSU awardsWeighted- average grant day fair value per awardAggregate intrinsic value
November 30, 20221,257,200$7.65
Granted605,5005.77
Retention awards granted181,7005.64
Expired(438,900)(6.96)
November 30, 20231,605,500$6.89$760

As of November 30, 2023, the Company had 1,605,500 non-vested PSU awards outstanding of which 319,300 were fully expensed and subsequently expired with no value. The remaining 1,286,200 non-vested PSU awards with $3,771 of unrecognized compensation cost will be expensed over a period of approximatelytwo years. On December 15, 2022,181,700 PSUs were granted to the Company’s executive officers as a retention incentive and will fully vest if their employment continues through June 30, 2024.

The following table summarizes other PSU-related information:

Years ended November 30,
202320222021
Performance multiplier on PSUs vested—%93%150%
Common shares issued—430,045574,379
Total fair value of common shares issued$—$2,903$5,723
Withholding tax paid on PSUs vested$—$2,122$731

Deferred share units

The Company has a DSU plan that provides for the issuance of DSUs in amounts where the Directors receive half of their annual retainer in DSUs and have the option to elect to receive all or a portion of the other half of their annual retainer in DSUs. Each DSU entitles the Directors to receiveone common share or the market value thereof in cash, at the Company’s option, when they retire from the Company. The Company granted 43,658,38,470, and 25,957 DSUs to Directors with a weighted-average grant day fair value of $5.04, $5.74, and $8.86 per DSU during 2023, 2022, and 2021, respectively. The Company issued 48,446,52,930, andnil common shares under the DSU plan in 2023, 2022, and 2021, respectively. As of November 30, 2023, there were 287,072 DSUs outstanding.

NOTE 14–** OTHER INCOME (EXPENSE), NET**

Years ended November 30,
202320222021
Gain on sale of mineral property$556$—$200
Change in fair market value of marketable securities269189418
Foreign exchange gain (loss)(43)595(336)
$782$784$282

NOTE 15–** INCOME TAXES**

The Company’s statutory tax rate is 27% and is expected to remain at this amount until 2024.

The Company’s*Income tax expense (recovery)*consisted of:

Years ended November 30,
202320222021
Current:
Canada$—$—$110
Foreign39(33)27
39(33)$137
Deferred:
Canada———
Foreign———
———
Income tax (recovery) expense$39$(33)$137

The Company’sLoss before income taxesconsisted of:

Years ended November 30,
202320222021
Canada$(18,213)$(17,062)$(17,723)
Foreign(28,551)(36,314)(22,676)
$(46,764)$(53,376)$(40,399)

The Company’sIncome tax (recovery) expense differed from the amounts computed by applying the Canadian statutory corporate income tax rates for the following reasons:

Years ended November 30,
2023 · 2022 · 2021
Loss before income taxes$(46,764)$(53,376)$(40,399)
Combined federal and provincial statutory tax rate27.0%(12,626)27.0%(14,412)27.0%(10,908)
Reconciling items:
Non-deductible expenditures-5.9%2,767-4.5%2,411-6.1%2,483
Foreign accrual property income-3.6%1,682-1.2%666-1.9%771
Effect of different statutory tax rates on earnings or losses of subsidiaries0.9%(407)1.0%(518)0.8%(323)
Change in valuation allowance on deferred tax assets-18.5%8,623-22.3%11,852-20.1%8,115
Other——0.1%(32)—(1)
Income tax (recovery) expense-0.1%$390.1%$(33)-0.3%$137

Components of the Company’s deferred income tax assets (liabilities) are as follows:

As of November 30,
20232022
Deferred tax income assets:
Net operating loss carry forwards$193,508$188,783
Capital loss carry forwards47,99548,264
Mineral properties624628
Intangible assets462465
Property and equipment184198
Investment in affiliates47,52244,713
Unpaid interest expense2,1052,105
Unrealized loss on investments196233
Asset retirement obligation131386
Other1,1291,068
293,856286,843
Valuation allowances(293,536)(285,611)
3201,232
Deferred income tax liabilities:
Notes receivable—(942)
Capitalized assets and other(320)(290)
(320)(1,232)
Net deferred income tax assets (liabilities)$—$—

Net operating losses available to offset future taxable income are as follows:

Year of ExpiryU.S.Canada
2024$1,032$—
20251,246—
202613,38217,795
202718,4931,777
202885—
202911,22311,515
203010,91615,322
203116,58015,249
2032309,77218,610
203314,52914,044
203415,60710,104
203516,3839,227
203614,7649,080
203714,1116,037
2038—6,153
2039—5,578
2040—6,642
2041——
2042—6,854
2043—4,153
Indefinite72,413—
$530,536$158,140

U.S. net operating losses arising in tax years ending after December 31, 2017 can be carried over to each taxable year following the tax year of loss (indefinitely). The Company has capital loss carry-forwards of approximately $355,516 as of November 30, 2023 (November 30, 2022: $357,511) for Canadian tax purposes. These tax losses are carried forward indefinitely.

Future use of U.S. loss carry-forwards is subject to certain limitations under provisions of the Internal Revenue Code including limitations subject to Section 382, which relates to a 50% change in control over a three-year period and are further dependent upon the Company attaining profitable operations. Ownership changes occurred on January 22, 2009 and on December 31, 2012 and the U.S. tax losses related to NOVAGOLD Resources Alaska Inc. and its investment in Donlin Gold for the prior three-year periods prior to the change in control may be subject to limitation under Section 382. Accordingly, the Company’s ability to use these losses may be limited or they may expire un-utilized. Losses incurred to date may be further limited if a subsequent change in control occurs.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax asset. Significant pieces of objective negative evidence evaluated included the cumulative loss incurred as of November 30, 2023. Such objective evidence limits the ability to consider other subjective evidence such as management’s projections for future growth. On the basis of this evaluation, as of November 30, 2023, a valuation allowance of $293,536 (November 30, 2022: $285,611), has been recorded in order to measure only the portion of the deferred tax asset that more likely than not will be realized. The amount of the deferred tax asset considered realizable; however, could be adjusted if estimates of future taxable income during the carry forward period are reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as management’s projections for growth.

Uncertain tax position

There wereno uncertain tax positions as of November 30, 2023, 2022 and 2021. The Company recognizes any interest and penalties related to uncertain tax positions, if any, as income tax expense. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. As of November 30, 2023, 2022 and 2021, there wereno accrued interest and penalties related to uncertain tax positions. The Company is subject to income taxes in Canada and the United States. With few exceptions, the tax years that remain subject to examination as of November 30, 2023, are 2018 to 2023 in Canada and 2019 to 2023 in the United States.

NOTE 16–** RELATED PARTY TRANSACTIONS**

The Company provided management and administrative services to Donlin Gold for $990 in 2023 ($681 in 2022 and $nil in 2021). As of November 30, 2023, the Company has accounts receivable from Donlin Gold of $203 (November 30, 2020: $574) included inOther current assets.

NOTE 17–** NET CHANGE IN OPERATING ASSETS AND LIABILITIES**

Years ended November 30,
202320222021
Changes in operating assets and liabilities:
Other assets$694$(1,962)$1,605
Accounts payable and accrued liabilities(62)128(240)
Accrued payroll and related benefits268(92)419
Remediation liability(1,435)(130)—
$(535)$(2,056)$1,784

NOTE 18–** SUPPLEMENTAL CASH FLOW INFORMATION**

Years ended November 30,
202320222021
Interest and dividends received$5,754$1,684$1,024
Income taxes refunded$325$17$—
Income taxes paid$75$—$142
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.