NOVAGOLD RESOURCES INC
For the period ended May 31, 2026. Filed Jun 24, 2026.
View on SEC.govAbout 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, 2026 · Filed Jun 24, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-02-28; filed 2026-04-01.
0001171843-26-002142
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-05-31; filed 2026-06-24.
0001171843-26-004279
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 56 previous paragraphs and 57 current paragraphs.
28 unchanged; 19 reworded; 10 added; 7 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 18 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Fluor Corporation (“Fluor”), as lead engineering firm, continues to integrate major work packages and coordinate technical workstreams with specialist contractors WSP USA, Inc. (“WSP”), Worley Alaska, Inc. (“Worley”), and Hatch Ltd. (“Hatch”) supporting the Donlin Gold project’s ongoing Bankable Feasibility Study (BFS) update. Work is advancing on key infrastructure and unit operations, including the on-site power plant, natural gas pipeline, pressure oxidation circuit, and oxygen plant, as part of a disciplined approach to support a high-quality BFS.
Current report
In support of the continued advancement of the BFS and the broader progression of the Donlin Gold project toward construction readiness and eventual commercial operation, management continues to assess key project requirements and advance recruitment efforts for critical positions.
Current report
NOVAGOLD had liquidity of $370.2 million in cash and term deposits as of May 31, 2026, which we believe is sufficient to complete the Donlin Gold BFS, exercise our option to prepay the Barrick promissory note later in 2026 and cover corporate general and administrative costs for at least the next twelve months.
Current report
The project is located on private lands selected under the 1971 Alaska Native Claims Settlement Act, setting it apart from most other mining assets in Alaska, and guiding outreach efforts. The Native Corporation landowners, Calista Corporation (“Calista”), owner of the mineral rights, and The Kuskokwim Corporation (TKC), owner of the surface estate, are pivotal for the future of the project, driving our continued local engagement and providing economic benefits to the region, the State of Alaska, and its stakeholders.
Current report
Decades of outreach with over 60 regional communities have created important relationships, fostered knowledge sharing and reinforced the project’s social license. The Donlin Gold team remains committed to advancing the project responsibly through transparent and respectful engagement.
Current report
In the second quarter 2026, regional presentations made to key associations provided an opportunity to share a project update and overview of Donlin Gold’s community relations efforts. It also included a Calista panel discussion on local revenue sharing provisions between the Alaska Native Corporations to support constructive dialogue regarding the project. Donlin Gold conducted regional community and shareholder engagement, including villages along the Kuskokwim River with visits to 11 Y-K communities, alongside Calista and TKC to support continued dialogue and relationship-building. Another Subsistence Community Advisory Committee meeting was held and focused on the introduction of the Subsistence Plan and the Barge Communication Plan, strengthening communication and coordination with subsistence users and regional stakeholders.
Current report
In government relations and external affairs, representatives from NOVAGOLD and Donlin Gold participated in multiple legislative and advocacy events, including the Alaska Chamber of Commerce and Resource Development Council legislative fly-in, Alaska Day on the Hill in Washington, D.C., the Alaska Mining Forum, and the Women in Resources reception, alongside 16 trade associations, that also featured Donlin-focused stakeholder meetings. Government engagement with senators and representatives in the second quarter – along with federal and state agencies including the Alaska Department of Natural Resources (ADNR), Department of Labor & Workforce Development, Congressional Delegation State Directors, Bureau of Land Management (BLM), and Department of the Interior (DOI), focused on the pipeline corridor updates, geotechnical fieldwork, permitting, workforce, infrastructure, and regional logistics. Briefings were given to U.S. Senate candidates and the Y-K Health Corporation Board to share updates on ongoing project activities and regional engagement efforts.
Current report
Financing Activities During 2026
Current report
Second Quarter 2026 Financial Results
Current report
Net loss and loss per share for the six months ended May 31, 2026 were $40.9 million and $0.10, respectively, compared to net loss and loss per share of $63.4 million and $0.19, respectively, for the first six months of 2025. NOVAGOLD’s net loss during the first six months of 2026 decreased by $22.5 million from the comparable prior year period primarily due to the same reasons discussed above.
Removed paragraphs (7)
Previous report
On January 8, 2026, NOVAGOLD and Paulson and their affiliates, as part of Donlin Gold’s infrastructure and energy strategy, announced that a non-binding Letter of Intent (LOI) was signed with Glenfarne Alaska LNG, LLC, majority owner and developer of the Alaska LNG project, to explore the potential supply of natural gas for Donlin Gold’s on-site power generation.
Previous report
On February 9, 2026, NOVAGOLD and Paulson and their affiliates announced that Fluor Corporation (“Fluor”) was selected as the lead engineering firm for the Donlin Gold Bankable Feasibility Study (BFS) as the project advances toward construction. The BFS is expected to be completed in 2027.
Previous report
Following the end of the first fiscal quarter of 2026, NOVAGOLD and Paulson and their affiliates announced on March 12, 2026, the award of specialized contracts to three engineering firms — WSP USA, Inc. (WSP), Worley Alaska, Inc., and Hatch Ltd. (the “Specialist Contractors”) — to advance critical infrastructure and processing components, including the on-site power plant, natural gas pipeline, and the pressure oxidation circuit and oxygen plant, as part of the Donlin Gold BFS.
Previous report
Fluor and the Specialist Contractors have commenced work on the BFS, under the leadership of the newly appointed Project Director Frank Arcese (see release dated January 13, 2026), who has extensive experience in delivering large-scale mining projects. With major contractors now on board and ongoing progress on the BFS workstreams, the Company expects to review the schedule and budget for the next phase of development by mid-2026 and provide any update to guidance as required.
Previous report
These various efforts are also aligned with Donlin Gold’s long-term objectives to support workforce development and regional economic participation as the project advances.
Previous report
Financing Activities During First Quarter of 2026
Previous report
First Quarter 2026 Financial Results
Reworded paragraphs (19)
Previous wording
In Management’s Discussion and Analysis of Financial Condition and Results of Operations,“NOVAGOLD”, the“Company”,“we,”* “us” and*“our”* refer to NOVAGOLD RESOURCES INC. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations constitutes management*’s review of the factors that affected our financial and operating performance for the three-month periods ended February 28, 2026 and February 28, 2025. This discussion should be read in conjunction with the condensed consolidated interim financial statements and notes thereto contained elsewhere in this report and our Annual Report on Form 10-K, as well as other information we file with the Securities and Exchange Commission on EDGAR at www.sec.gov and with Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca. References herein to $ refer to United States dollars and C$ to Canadian dollars, except as otherwise specified.
Current wording
In Management’s Discussion and Analysis of Financial Condition and Results of Operations,“NOVAGOLD”, the“Company”,“we,”* “us” and*“our”* refer to NOVAGOLD RESOURCES INC. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations constitutes management*’s review of the factors that affected our financial and operating performance for the three- and six-month periods ended May 31, 2026 and May 31, 2025. This discussion should be read in conjunction with the condensed consolidated interim financial statements and notes thereto contained elsewhere in this report and our Annual Report on Form 10-K, as well as other information we file with the Securities and Exchange Commission on EDGAR at www.sec.gov and with Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca. References herein to $ refer to United States dollars and C$ to Canadian dollars, except as otherwise specified.
Previous wording
We operate in the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska. The Donlin Gold project is held by Donlin Gold, a limited liability company which, following the closing of the Donlin Gold Transaction on June 3, 2025, is owned 60% by a wholly-owned subsidiary of NOVAGOLD and 40% by a wholly-owned subsidiary of Paulson. While NOVAGOLD has a 60% economic interest in Donlin Gold, governance of Donlin Gold is shared equally by NOVAGOLD and Paulson. We account for our interest in the Donlin Gold project using the equity method, which results in our 60% share of Donlin Gold’s expenses being recorded as a single line item in the income statement as an operating loss.
Current wording
We operate in the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska. The Donlin Gold project is held by Donlin Gold, a limited liability company which, following the closing of the Donlin Gold Transaction (as defined below) on June 3, 2025, is owned 60% by a wholly-owned subsidiary of NOVAGOLD and 40% by a wholly-owned subsidiary of Paulson. While NOVAGOLD has a 60% economic interest in Donlin Gold LLC (“Donlin Gold”), governance of Donlin Gold is shared equally by NOVAGOLD and Paulson. We account for our interest in the Donlin Gold project using the equity method, which results in our 60% share of Donlin Gold’s expenses being recorded as a single line item in the income statement as an operating loss.
Previous wording
In the first quarter of 2026, Donlin Gold continued to prioritize meaningful engagement with local communities, stakeholders, and government representatives in the Yukon-Kuskokwim (Y-K) region, Alaska, and Washington, D.C., in support of project development and permitting. Decades of consistent outreach across 62 communities have fostered strong relationships, facilitated knowledge exchange, and reinforced the project’s social license while building lasting trust. Key activities in the first quarter included:
Current wording
Donlin Gold has engaged extensively with communities, stakeholders, and government representatives across the Yukon-Kuskokwim (Y-K) region, Alaska, and Washington, D.C., supporting project development and permitting.
Previous wording
NOVAGOLD is committed to education, community wellness, cultural preservation, ecological stewardship, and best practices that enhance the economic, health, and social well-being of our employees, the people of the Y-K region, and surrounding communities. Donlin Gold supports these efforts through a wide range of programs and community events, supporting cultural preservation, strengthening stakeholder relationships, advancing economic and social well-being, and promoting youth engagement. In the first quarter of 2026, Donlin Gold carried out the following key activities and projects:
Current wording
NOVAGOLD is committed to education, community wellness, cultural preservation, ecological stewardship, and best practices that enhance the economic, health, and social well-being of our employees, the people of the Y-K region, and surrounding communities. Donlin Gold supports these efforts through fisheries studies, environmental activities, subsistence initiatives, and grants, while recognizing the importance of the region’s traditions and subsistence way of life, where environmental health is paramount. In the second quarter of 2026 a range of activities and projects were carried out around regional sporting and cultural events, including the Iditarod, Native Youth Olympics state tournament, Bethel Wrestling Club event, and the Donlin Gold Classic Invitational Basketball Tournament. Donlin Gold supported education, cultural, health, and safety initiatives across the Y-K region, including outreach to regional communities on the Clean Up Green Up program and involvement in programs such as Camp Fire Alaska, the Lower Yukon School District Career Fair, and the University of Alaska Rural Alaska Honors Institute program. Additionally, the project supported community and youth-focused activities that promote inclusion, wellness, and support literacy and access to educational resources, including the Special Olympics Alaska Y-K Delta event, Kuspuk School District environmental programs, and the Bethel Community Services Foundation Library program.
Previous wording
Our share of funding for the Donlin Gold project in the first quarter of 2026 was $15.5 million. We continue to expect our total annual Donlin Gold funding to be $78.8 million during fiscal 2026 to continue to advance the Donlin Gold BFS, in line with our previously issued guidance.
Current wording
Our share of funding for the Donlin Gold project in the second quarter and first six months of 2026 was $16.3 million and $31.9 million, respectively. We expect our total annual Donlin Gold funding to be in line with our fiscal 2026 guidance of $78.8 million as we continue to advance the Donlin Gold BFS.
Previous wording
Donlin Gold is a federally permitted project on private land designated for mining activities by Calista, owner of the mineral rights, and TKC owner of the surface estate. Permitting in Alaska is a substantial undertaking supported by a diligent, thorough, transparent, and inclusive process for all involved, including stakeholders from the Y-K region.
Current wording
Donlin Gold is a federally permitted project on private land designated for mining. Permitting in Alaska is a substantial undertaking supported by a diligent, thorough, transparent, and inclusive process for all involved, including stakeholders from the Y-K region. Completion of the Detailed Design Packages continues to be anticipated by the end of 2026/early 2027, with potential issuance of the Dam Safety Certificates in 2028.
Previous wording
NOVAGOLD continues to support the State of Alaska in defending the Department of Environmental Conservation’s (ADEC) Clean Water Act Section 401 Water Quality Certification (the “401 Certification”), which is the only remaining challenge to Donlin Gold’s permits in state court. On May 6, 2025, the Alaska Superior Court upheld ADEC’s issuance of the 401 Certification. Earthjustice filed an appeal in the Alaska Supreme Court and filed their opening brief on September 16, 2025. Donlin Gold’s and the State of Alaska’s briefs were filed on November 25, 2025, and Earthjustice’s reply brief was filed on January 9, 2026. Oral argument is scheduled for April 8, 2026.
Current wording
NOVAGOLD continues to support the State of Alaska in defending the Department of Environmental Conservation’s (ADEC) Clean Water Act Section 401 Water Quality Certification (the “401 Certification”), which is the only remaining challenge to Donlin Gold’s permits in state court. On May 6, 2025, the Alaska Superior Court upheld ADEC’s issuance of the 401 Certification. Earthjustice filed an appeal in the Alaska Supreme Court and filed their opening brief on September 16, 2025. Donlin Gold’s and the State of Alaska’s briefs were filed on November 25, 2025, and Earthjustice’s reply brief was filed on January 9, 2026. Oral argument was held on June 3, 2026. A decision from the Court is currently pending.
Previous wording
On April 5, 2023, Earthjustice representing the Orutsararmiut Traditional Native Council (ONC) and six Y-K villages filed suit against the U.S. government in the U.S. District Court for Alaska (the “Federal District Court”) asking the Federal District Court to invalidate the Donlin Gold Joint Record of Decision (JROD), which included the U.S. Army Corps of Engineer’s (“Corps”) issuance of the 404 permit and the Department of Interior, Bureau of Land Management (BLM)’s issuance of the ROW lease for the portions of the pipeline on Federal lands. The U.S. Department of Justice (DOJ) is defending the issuance of the permits by those Federal agencies. The State of Alaska, Donlin Gold, and Calista were granted intervenor status in this case. The DOJ filed their brief supporting the issuance of the JROD and the sufficiency of the environmental analysis in the Final Environmental Impact Statement on April 2, 2024. Amicus briefs supporting the project were filed by the village of Crooked Creek and the Alaska federal Congressional delegation. Oral arguments were held on June 24, 2024, and the Federal District Court issued a decision on September 30, 2024. The decision rejected the plaintiffs’ arguments on two of the three issues raised in the litigation but agreed with plaintiffs that the federal agencies took too narrow of a view in analyzing the impact of a theoretical release from the tailings’ storage facility. The Federal District Court requested supplemental briefing on the appropriate remedy for addressing this issue. On October 7, 2024, the plaintiffs filed a request for reconsideration on one of the issues on which the Federal District Court had ruled against the plaintiffs and, at DOJ’s request, the Federal District Court suspended the schedule for briefing on the appropriate remedy until after the Federal District Court ruled on plaintiffs’ motion for reconsideration. On December 23, 2024, the Federal District Court denied plaintiffs’ request for reconsideration. Remedy briefing was completed in March 2025 and oral argument on remedy was held May 9, 2025. On June 10, 2025, the Federal District Court issued an order denying Earthjustice’s request to vacate the permits and remanding the case to the agencies to supplement the National Environmental Policy Act analysis on the narrow issue regarding the analysis of a potential larger release from the tailings storage facility. The Court retained jurisdiction over the case during the remand and ordered the agencies to file periodic status updates with the court. The Corps, in consultation with BLM and other federal agencies, will be the lead agency for this Supplemental Environmental Impact Statement (SEIS) process to ensure a transparent, science-based review that provides the public and decision-makers with complete and accurate information. On October 27, 2025, Donlin Gold was also formally accepted into the Fixing America’s Transportation Act (FAST-41) program and coordinated by the Federal Permit…
Excerpt shortened here; the source contains the full paragraph.
Current wording
On April 5, 2023, Earthjustice representing the Orutsararmiut Traditional Native Council and six Y-K villages filed suit against the U.S. government in the U.S. District Court for Alaska (the “Federal District Court”) asking the Federal District Court to invalidate the Donlin Gold Joint Record of Decision (JROD), which included the U.S. Army Corps of Engineer’s (“Corps”) issuance of the 404 permit and the DOI, BLM’s issuance of the ROW lease for the portions of the pipeline on Federal lands. The U.S. Department of Justice (DOJ) is defending the issuance of the permits by those Federal agencies. The State of Alaska, Donlin Gold, and Calista were granted intervenor status in this case. The DOJ filed their brief supporting the issuance of the JROD and the sufficiency of the environmental analysis in the Final Environmental Impact Statement on April 2, 2024. Amicus briefs supporting the project were filed by the village of Crooked Creek and the Alaska federal Congressional delegation. Oral arguments were held on June 24, 2024, and the Federal District Court issued a decision on September 30, 2024. The decision rejected the plaintiffs’ arguments on two of the three issues raised in the litigation but agreed with plaintiffs that the federal agencies took too narrow of a view in analyzing the impact of a theoretical release from the tailings’ storage facility. The Federal District Court requested supplemental briefing on the appropriate remedy for addressing this issue. On October 7, 2024, the plaintiffs filed a request for reconsideration on one of the issues on which the Federal District Court had ruled against the plaintiffs and, at DOJ’s request, the Federal District Court suspended the schedule for briefing on the appropriate remedy until after the Federal District Court ruled on plaintiffs’ motion for reconsideration. On December 23, 2024, the Federal District Court denied plaintiffs’ request for reconsideration. Remedy briefing was completed in March 2025 and oral argument on remedy was held May 9, 2025. On June 10, 2025, the Federal District Court issued an order denying Earthjustice’s request to vacate the permits and remanding the case to the agencies to supplement the National Environmental Policy Act analysis on the narrow issue regarding the analysis of a potential larger release from the tailings storage facility. The Court retained jurisdiction over the case during the remand and ordered the agencies to file periodic status updates with the court. The Corps, in consultation with BLM and other federal agencies, will be the lead agency for this Supplemental Environmental Impact Statement (SEIS) process to ensure a transparent, science-based review that provides the public and decision-makers with complete and accurate information. On October 27, 2025, Donlin Gold was also formally accepted into the Fixing America’s Transportation Act (FAST-41) program and coordinated by the Federal Permitting Improvement Steering Council. The FAST-41 is a f…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
While the Company did not exercise its rights provided by the Backstop Agreement, in consideration for entering into the Backstop Agreement, the Company issued an aggregate of 25,500,000 warrants to purchase the Company’s common shares (the “Warrants”), with each Warrant entitling the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price of $3.00 per Warrant Share for a period of five years from the date of issuance. The Warrants contain a “cashless exercise” feature, such that, in lieu of making the cash payment otherwise contemplated to be made upon such exercise of the Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in the Warrants. The Warrants were issued in the following amounts: (i) 12,750,000 Warrants to Paulson; (ii) 6,375,000 Warrants to Electrum; and (iii) 6,375,000 Warrants to Kopernik. During the three months ended February 28, 2026, 796,875 Warrants were exercised by way of the cashless exercise feature, resulting in the issuance of 569,333 NOVAGOLD shares and the cancellation of 227,542 Warrants to cover the exercise price. As at February 28, 2026, 24,703,125 Backstop Warrants remained outstanding.
Current wording
While the Company did not exercise its rights provided by the Backstop Agreement, in consideration for entering into the Backstop Agreement, the Company issued an aggregate of 25,500,000 warrants to purchase the Company’s common shares (the “Warrants”), with each Warrant entitling the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price of $3.00 per Warrant Share for a period of five years from the date of issuance. The Warrants contain a “cashless exercise” feature, such that, in lieu of making the cash payment otherwise contemplated to be made upon such exercise of the Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in the Warrants. The Warrants were issued in the following amounts: (i) 12,750,000 Warrants to Paulson; (ii) 6,375,000 Warrants to Electrum; and (iii) 6,375,000 Warrants to Kopernik. During the six months ended May 31, 2026, 796,875 Warrants were exercised by way of the cashless exercise feature, resulting in the issuance of 569,333 NOVAGOLD shares and the cancellation of 227,542 Warrants to cover the exercise price. As at May 31, 2026, 24,703,125 Backstop Warrants remained outstanding.
Previous wording
Concurrently with the public offering announced in May 2025, the Company completed a private placement offering on May 9, 2025 of 17,173,853 common shares at a price equal to the public offering price for aggregate gross proceeds of approximately $64.4 million with Electrum and investments funds and accounts managed by Kopernik Global Investors, LLC (each a “Placement Investor”). The Company entered into a Subscription Agreement dated May 7, 2025 (the “Subscription Agreement”) with each of the Placement Investors setting out the terms of the concurrent private placement, which included similar resale registration rights as contained in the Backstop Agreement. The concurrent private placement closed on May 9, 2025.
Current wording
Concurrently with the public offering announced in May 2025, the Company completed a private placement offering on May 9, 2025 of 17,173,853 common shares at a price equal to the public offering price for aggregate gross proceeds of approximately $64.4 million with Electrum and investment funds and accounts managed by Kopernik Global Investors, LLC (each a “Placement Investor”). The Company entered into a Subscription Agreement dated May 7, 2025 (the “Subscription Agreement”) with each of the Placement Investors setting out the terms of the concurrent private placement, which included similar resale registration rights as contained in the Backstop Agreement. The concurrent private placement closed on May 9, 2025.
Previous wording
Net loss and loss per share in the first quarter of 2026 were $15.4 million and $0.04, respectively, compared to net loss and loss per share of $9.6 million and $0.03, respectively, in the first quarter of 2025. NOVAGOLD’s net loss during the first quarter of 2026 increased by $6.3 million from the comparable prior year period primarily due to higher expenditures at Donlin Gold following the commencement of BFS related activities including hiring for key roles on the Donlin Gold project team and higher general and administrative expenses at NOVAGOLD.
Current wording
Net loss and loss per share in the second quarter of 2026 were $25.5 million and $0.06, respectively, compared to net loss and loss per share of $54.3 million and $0.15, respectively, in the second quarter of 2025. NOVAGOLD’s net loss during the second quarter of 2026 decreased by $28.8 million from the comparable prior year period primarily due to a $39.6 million non-cash charge recognized in the prior year related to warrants issued under the Backstop Agreement signed on April 22, 2025 and higher interest income in 2026 partially offset by higher expenditures at Donlin Gold due to ongoing BFS activities and higher general and administrative expenses at NOVAGOLD.
Previous wording
The Company’s share of Donlin Gold expenses in the first quarter of 2026 was $3.9 million higher than the comparative prior year period due to camp remaining open this winter, increased project activity following Fluor being awarded the lead engineering role for the Donlin Gold BFS in early February 2026 and the Company’s share of Donlin Gold expenditures increasing by 10% to 60% starting in the third quarter of 2025. General and administrative expenses increased in the first quarter of 2026 by $3.9 million from the comparable prior year period primarily due to higher professional fees and share-based compensation. Professional fees were elevated during the first quarter but remained in line with quarterly cadence expectations and are expected to decline from first quarter levels during the remainder of the year and remain within previously issued 2026 guidance. Share-based compensation expense in the first quarter increased by $0.9 million versus the comparative 2025 period primarily due to the issuance of two annual share award grants during the last twelve-month period contributing to a disproportionately larger share-based compensation expense during the quarter.
Current wording
The Company’s share of Donlin Gold expenses in the second quarter of 2026 was $10.4 million higher than the comparative prior year period due to ongoing 2026 activities by Fluor, WSP, Worley and Hatch to advance Donlin Gold’s BFS update and the Company’s share of Donlin Gold expenditures increasing by 10% to 60% starting in the third quarter of 2025. General and administrative expenses increased in the second quarter of 2026 by $3.1 million from the comparable prior year period primarily due to higher professional fees, share-based compensation and employee compensation. Professional fees were elevated during the second quarter and the first six months of 2026 but remained generally in line with quarterly cadence expectations and are expected to decline during the remainder of the year. Share-based compensation expense in the second quarter increased by $0.9 million versus the comparative 2025 period primarily due to the issuance of two annual share award grants during the trailing twelve-month period contributing to a disproportionately larger share-based compensation expense during the second quarter and the first six months of 2026.
Previous wording
The Company monitors its liquidity and capital resources on a regular basis to ensure it has sufficient liquidity and capital resources to meet its current operating and capital requirements. As of February 28, 2026, the Company had cash resources comprising cash and cash equivalents, term deposits, and marketable securities totaling approximately $394.2 million, which are sufficient to cover the anticipated funding costs in respect of the Donlin Gold project and corporate general and administrative costs for at least the next twelve months.
Current wording
The Company monitors its liquidity and capital resources on a regular basis to ensure it has sufficient liquidity and capital resources to meet its current operating and capital requirements. As of May 31, 2026, the Company had cash resources comprising cash and cash equivalents, term deposits, and marketable securities totaling approximately $371.4 million, which we believe is sufficient to complete the Donlin Gold BFS, exercise our option to prepay the Barrick promissory note later in 2026 and cover corporate general and administrative costs for at least the next twelve months.
Previous wording
With the commencement of the Donlin Gold BFS during the first quarter of 2026, NOVAGOLD’s pro-rata share of Donlin Gold expenditures is expected to increase over the next 18 to 24 months from fiscal 2025 levels. The Company believes it is fully funded to complete the Donlin Gold BFS and to exercise its option to prepay the Barrick promissory note. The Company expects to raise additional capital at some point to support additional future activities, including the commencement of detailed engineering. As a result of a delinquent filing of a Form 8-K in June 2025, NOVAGOLD will not be eligible to use a Form S-3 registration statement to register its securities with the SEC until July 2026. This may adversely impact the Company’s ability to raise additional capital prior to that time.
Current wording
With the commencement of the Donlin Gold BFS in early-2026, NOVAGOLD’s share of Donlin Gold expenditures is expected to increase over the next 15 to 21 months compared to historical levels. The Company believes it is fully funded to complete the Donlin Gold BFS and intends to exercise its option to prepay the Barrick promissory note in 2026. The Company expects to raise additional capital at some point to support additional future activities, including the commencement of detailed engineering. As a result of a delinquent filing of a Form 8-K in June 2025, NOVAGOLD will not be eligible to use a Form S-3 registration statement to register its securities with the SEC until July 2026.
Previous wording
Future funding to support developing the Donlin Gold project is anticipated to include, among other things, a combination of corporate debt and equity, project specific debt, and potentially a royalty, stream and government support. NOVAGOLD’s continued operations, in the longer term, are dependent on its ability to generate future cash flows and maintain sufficient capital resources. There is no assurance that the Company will be successful in its efforts to raise additional capital on favorable terms, or at all. For further information, refer to the section titledItem 1A. Risk Factors–* Our ability to continue the exploration, permitting and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project, to fund construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing* in our Annual Report on Form 10-K*.*
Current wording
Future funding to support developing the Donlin Gold project is anticipated to include, among other things, a combination of corporate debt and equity, project specific debt, infrastructure financing and potentially a royalty, stream and/or government support. NOVAGOLD’s continued operations, in the longer term, are dependent on its ability to generate future cash flows and maintain sufficient capital resources. There is no assurance that the Company will be successful in its efforts to raise additional capital on favorable terms, or at all. For further information, refer to the section titledItem 1A. Risk Factors–* Our ability to continue the exploration, permitting and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project, to fund construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing* in our Annual Report on Form 10-K*.*
Previous wording
In the first quarter of 2026, cash and cash equivalents increased by $7.4 million, primarily due to $310.2 million in proceeds from a private placement offering less $16.2 million of issuance costs and $4.1 million in proceeds from the sale of marketable securities partially offset by $270.0 million in net purchases of term deposits, $15.5 million in Donlin Gold funding and corporate general and administrative costs.
Current wording
In the second quarter of 2026, cash and cash equivalents decreased by $39.3 million, primarily due to $17.0 million in purchases of term deposits, $16.3 million in Donlin Gold funding and $6.4 million in corporate general and administrative costs, less $0.5 million in proceeds from the sale of marketable securities.
Previous wording
Cash used in operating activities during the first quarter of 2026 was $0.2 million lower than the comparative prior year period. Cash used in investing activities during the first quarter of 2026 increased by $278.7 million from the comparative prior year period primarily due to $270.0 million in net purchases of term deposits and $11.9 million in incremental Donlin Gold funding partially offset by $3.2 million in proceeds from the sale of marketable securities. Funding of Donlin Gold was higher in the first quarter of 2026 compared to the same period in 2025 due to increased activity following the commencement of the Donlin Gold BFS in early February 2026 and due to the Company’s share of Donlin Gold funding increasing by 10% to 60% starting in the third quarter for 2025.
Current wording
Cash used in operating activities during the second quarter of 2026 was $4.8 million higher than the comparative prior year period. Cash used in investing activities during the second quarter of 2026 increased by $60.0 million from the comparative prior year period primarily due to $51.0 million lower net redemption of term deposits and $9.5 million in incremental Donlin Gold funding partially offset by $0.5 million in proceeds from the sale of marketable securities. Funding of Donlin Gold was higher in the second quarter of 2026 compared to the same period in 2025 due to the commencement of the Donlin Gold BFS in early-2026 and due to the Company’s share of Donlin Gold funding increasing by 10% to 60% starting in the third quarter of 2025.
Previous wording
Cash provided by financing activities during the first quarter of 2026 increased by $294.1 million from the comparative prior year period primarily due to $310.2 million in proceeds from a private placement offering less $16.2 million of issuance costs.
Current wording
Cash provided by financing activities during the second quarter of 2026 decreased by $234.1 million from the comparative prior year period primarily due to a $243.8 million public equity offering and concurrent private placement in the prior year period less $9.7 million of issuance costs.
Previous wording
As of March 27, 2026, the Company had 438,780,614 common shares issued and outstanding. Also, as of March 27, 2026, the Company had: i) a total of 24,703,125 warrants outstanding with an exercise price of $3.00 per share; ii) a total of 9,606,600 stock options outstanding; 8,249,100 with a weighted-average exercise price of $5.41 per share and the remaining 1,357,500 of those stock options with a weighted-average exercise price of C$7.24 per share; and iii) 1,979,800 PSUs; and iv) 321,573 deferred share units outstanding. Upon exercise or pay out, as applicable, of the foregoing convertible securities, the Company would be required to issue a maximum of 37,600,998 common shares.
Current wording
As of June 19, 2026, the Company had 438,780,614 common shares issued and outstanding. Also, as of June 19, 2026, the Company had: i) a total of 24,703,125 warrants outstanding with an exercise price of $3.00 per share; ii) a total of 9,547,034 stock options outstanding; 8,189,534 with a weighted-average exercise price of $5.42 per share and the remaining 1,357,500 of those stock options with a weighted-average exercise price of C$7.24 per share; and iii) 1,902,400 PSUs; and iv) 331,338 deferred share units outstanding. Upon exercise or pay out, as applicable, of the foregoing convertible securities, the Company would be required to issue a maximum of 37,435,097 common shares.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
During the first quarter of 2026, NOVAGOLD closed an underwritten bought deal private placement issuing approximately 31 million common shares at a price of $10.00 per share for gross proceeds of approximately $310.2 million, including the partial exercise of the underwriters’ overallotment option. The Company intends to use the net proceeds of the private placement for expenditures associated with Donlin Gold activities, exercise of the Company’s prepayment option on the promissory note with Barrick, and general corporate purposes.
Previous report — wording carried elsewhere
Comments from Alaska Department of Natural Resources’ (“ADNR”) on the preliminary dam safety design packages are anticipated in 2026. BGC Engineering has been appointed as the contractor for the Detailed Design Packages. Completion of the Detailed Design Packages continues to be anticipated by the end of 2026/early 2027, with potential issuance of the Dam Safety Certificates in 2028.