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NOVAGOLD RESOURCES INC

For the period ended May 31, 2025. Filed Jun 25, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2025 · Filed Jun 25, 2025

NG$6.88+7.5%Stored close · as of Nov 9, 2026

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Item 6. Exhibits

Item 6.Exhibits

See Exhibit Index.

SIGNATURES

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

Date: June 25, 2025NOVAGOLD RESOURCES INC.
By:/s/ Gregory A. Lang
Gregory A. Lang
President and Chief Executive Officer (principal executive officer)
By:/s/ Peter Adamek
Peter Adamek
Vice President and Chief Financial Officer (principal financial and accounting officer)

EXHIBIT INDEX

Exhibit No.Description
2.1Membership Interest Purchase Agreement among the Company, Barrick Gold U.S. Inc., Barrick Gold Corporation, Paulson Advantage Plus Master Ltd, Paulson Partners L.P., Donlin Gold Holdings LLC, and NovaGold Resources Alaska, Inc. dated April 22, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed with the SEC on April 22, 2025)
4.1Form of Warrant
10.1Backstop Agreement dated April 22, 2025 (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K of the Company filed with the SEC on April 22, 2025)
10.2Amended and Restated LLC Operating Agreement dated June 3, 2025 among Donlin Gold Holdings LLC, NovaGold Resources Alaska, Inc. and Donlin Gold LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 4, 2025)
10.3Amended and Restated Promissory Note dated June 3, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed with the SEC on June 4, 2025)
31.1Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101The following materials are filed herewith: (i) Inline XBRL Instance, (ii) Inline XBRL Taxonomy Extension Schema, (iii) Inline XBRL Taxonomy Extension Calculation, (iv) Inline XBRL Taxonomy Extension Labels, (v) Inline XBRL Taxonomy Extension Presentation, and (vi) Inline XBRL Taxonomy Extension Definition.
104Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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