NOVAGOLD RESOURCES INC
For the period ended Aug 31, 2026. Filed Oct 8, 2026.
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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.
Aug 31, 2026 · Filed Oct 8, 2026
NG$6.40+5.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-08-31; filed 2026-10-08.
0001171843-26-006530
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 57 previous paragraphs and 69 current paragraphs.
22 unchanged; 20 reworded; 27 added; 15 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 8 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 (27)
Current report
On July 21, 2026, NOVAGOLD, Paulson and NovaGold Corporation, a newly incorporated Delaware corporation (“New NOVAGOLD”) entered into a series of definitive transaction agreements (as further described below), pursuant to which, subject to the satisfaction of certain closing conditions, upon the consummation of the transactions contemplated thereby, New NOVAGOLD will become the parent company of NOVAGOLD and its subsidiaries and will own, directly and indirectly, 100% of Donlin Gold.
Current report
During the third quarter, Donlin Gold LLC (“Donlin Gold”) appointed Endeavour Financial and Macquarie Capital to provide financial advisory services for the development of the Donlin Gold project in Alaska and to support the arrangement of project and infrastructure financing.
Current report
NOVAGOLD–** Paulson Strategic Transaction Overview**
Current report
On July 21, 2026, the Company, Paulson and New NOVAGOLD entered into an arrangement agreement (the “Arrangement Agreement”), pursuant to which New NOVAGOLD agreed to acquire all issued and outstanding common shares of the Company by way of a statutory plan of arrangement under Division 5 Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”), whereby each common share of the Company (other than any common share held by New NOVAGOLD and any common shares in respect of which a Company shareholder has validly exercised its dissent rights) will be exchanged for one share of voting common stock of New NOVAGOLD, par value $0.001. The Arrangement Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 22, 2026 and is incorporated here by reference.
Current report
In connection with the Arrangement, on July 21, 2026, New NOVAGOLD and Paulson Advisers entered into a Contribution Agreement (the “Contribution Agreement”). Under the terms of the Contribution Agreement, substantially concurrently with, but immediately prior to, the consummation of the Arrangement, Paulson Advisers will cause its applicable affiliates to contribute all of their equity interests in DGH and DGH II (which hold, directly and indirectly, the remaining 40% ownership interest in Donlin Gold not held by NOVAGOLD prior to such contribution) to New NOVAGOLD in exchange for shares of voting common stock and non-voting common stock of New NOVAGOLD, which number of New NOVAGOLD shares will be determined based on a 10% discount to the equity value of Paulson’s 40% ownership interest in Donlin Gold, implied by the equity value of NOVAGOLD based on the 10-day volume weighted average price of the NOVAGOLD common shares as of July 21, 2026. The Contribution Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 22, 2026 and is incorporated herein by reference.
Current report
New NOVAGOLD and Paulson also entered into an Investor Rights Agreement (the “Investor Rights Agreement”) on July 21, 2026, which sets forth, among other things, Paulson’s rights and obligations with respect to New NOVAGOLD following the consummation of the Arrangement, and a Master Implementation Agreement with NOVAGOLD and NGRA (the “Master Implementation Agreement” and, together with the Arrangement Agreement, the Contribution Agreement and the Investor Rights Agreement, the “Transaction Agreements”), which sets forth, among other things, certain of the parties’ rights and obligations with respect to, and the sequencing of, the transactions contemplated by the Transaction Agreements (collectively, the “Transactions”). The Investor Rights Agreement and Master Implementation Agreement were filed as Exhibit 10.2 and Exhibit 2.2, respectively, to the Current Report on Form 8-K filed on July 22, 2026 and are incorporated herein by reference.
Current report
In connection with the execution of the Arrangement Agreement, New NovaGold entered into (i) Voting Agreements with each of the directors and certain executive officers of the Company (the “D&O Voting Agreements”) and (ii) Voting Agreements with each of Paulson Advisers and Electrum Strategic Resources L.P. (“Electrum”), each a shareholder of the Company (the “Investor Voting Agreements”). The forms of the D&O Voting Agreements and the Investor Voting Agreements were filed as Exhibit 99.1 and Exhibit 99.2, respectively, to the Current Report on Form 8-K filed on July 22, 2026 and are incorporated herein by reference.
Current report
The NovaGold Board of Directors received a fairness opinion from Citigroup Global Markets Inc. (“Citi”), to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the consideration to be received in the Arrangement by Company shareholders under the Arrangement Agreement, taking into account the transactions contemplated by the Transaction Agreements, is fair, from a financial point of view, to Company shareholders (other than Paulson Advisers).
Current report
New NOVAGOLD was incorporated on July 21, 2026 under the laws of the State of Delaware under the name “NovaGold Corporation”. Upon its incorporation, New NOVAGOLD was authorized to issue two shares of common stock, each having a par value of $0.001. Each of NOVAGOLD and Paulson Advisers subscribed for and received one common share of New NOVAGOLD. New NOVAGOLD was incorporated for the purpose of engaging in the Transactions. New NOVAGOLD will not carry on any active business prior to the consummation of the Transactions, other than in connection with the Transactions.
Current report
NOVAGOLD currently owns 60% of the equity interests of Donlin Gold, the entity that holds the Donlin Gold project in Alaska, through NOVAGOLD Resources Alaska, Inc. Paulson currently owns the remaining 40% of the equity interests of Donlin Gold through DGH. The membership interests of DGH are held by DGH II and certain other Paulson affiliates.
Current report
Pursuant to the Transaction Agreements, upon the consummation of the Transactions, New NOVAGOLD will become the parent company of NOVAGOLD and its subsidiaries and will own, directly and indirectly, 100% of Donlin Gold and together with its subsidiaries, will carry on the business currently conducted by the Company. Upon completion of the Transactions, the Company’s existing shareholders, inclusive of Paulson’s existing interest in the Company, are expected to own approximately 65% of New NOVAGOLD on a fully diluted basis, and Paulson is expected to indirectly receive approximately 35% of New NOVAGOLD on a fully diluted basis in exchange for its ownership interest in Donlin Gold. Upon and immediately following the consummation of the Transactions, inclusive of its existing ownership interest in the Company, Paulson is expected to hold approximately 40% of the economic interest in New NOVAGOLD, with its voting interest capped at 19.99%.
Current report
Following the consummation of the Transactions, New NOVAGOLD will consolidate NOVAGOLD and Donlin Gold into its financial statements and, as a result of acquiring control of Donlin Gold, New NOVAGOLD expects to record a non-cash, non-recurring gain on revaluation of Donlin Gold to fair market value in its financial statements in the quarter the Transactions are completed. During the transitional period, from the date of formation until the consummation of the Transactions, despite NOVAGOLD and Paulson Advisers having equal governance rights over New NOVAGOLD, the Company will consolidate New NOVAGOLD into its Condensed Consolidated Interim Financial Statements.
Current report
Completion of the Transactions is subject to, among other things, approval by the Company’s shareholders, court approval, regulatory and stock exchange approvals and the satisfaction of customary closing conditions. The Transactions are expected to close in the fourth calendar quarter of 2026 and upon closing, New NOVAGOLD will effectively be a continuation of the Company. The accounting impact of the Transactions is expected to be finalized in a future quarter, once the Transactions are completed.
Current report
During the third quarter, in coordination with Calista Corporation (“Calista”), the Company conducted a series of community visits to six villages, alongside a dedicated community meeting in Crooked Creek, the village closest to the Donlin Gold project. These efforts, focused specifically on the Subsistence Plan, a project update and fostered ongoing dialogue on subsistence-related matters and project activities. This commitment to regional partnership was further reinforced through participation in Calista’s Annual Meeting in Bethel, The Kuskokwim Corporation (“TKC”)’s Annual Meeting in Crooked Creek, and the Calista Shareholder Relations Committee meeting in Anchorage, ensuring sustained engagement with Alaska Native Corporation leadership and shareholders.
Current report
Donlin Gold also facilitated several key initiatives for the Subsistence Community Advisory Committee (“SCAC”), including in-person and virtual meetings to gather feedback on the Subsistence Plan and Barge Communication Plan. SCAC members also toured the Red Dog Mine, providing an opportunity to observe a large-scale mining operation firsthand and discuss considerations relevant to communities in the region. At Donlin Gold, site tours provided Alaska Native Corporation landowners Calista and TKC with insight into ongoing fieldwork and project activities. Additional tours were hosted for representatives of the Alaska Native Village Corporation Association, Congressman Begich’s resource staff, and trade association leaders from the Alaska Chamber, the Alliance, the Alaska Oil and Gas Association, the Resource Development Council, and the Alaska Miners Association.
Current report
The Company is also advancing its infrastructure planning through targeted stakeholder engagement along the proposed pipeline corridor. Having developed a comprehensive stakeholder tracking system, Donlin Gold has initiated outreach to over 190 individuals and entities in the region. This is complemented by ongoing coordination with legislators and the Matanuska-Susitna Borough via site tours and project updates to ensure a clear understanding of regional interests and proposed field activities.
Current report
In addition, Donlin Gold continues to engage with key government representatives and decision-makers at the state and federal levels. Recent activities include project briefings with Senator Dan Sullivan, Alaska State Senator Matt Claman, and U.S. Senate candidate Mary Peltola. Donlin Gold also continues to engage with senior leadership at the U.S. Department of Energy and recently participated in a roundtable with the Pipeline and Hazardous Materials Safety Administration to discuss critical Donlin Gold permitting considerations and infrastructure associated with the project.
Current report
Our share of funding for the Donlin Gold project in the third quarter and first nine months of 2026 was $24.8 million and $56.7 million, respectively. The Donlin Gold funding in respect of 2026 expenditures is expected to remain in line with previous guidance of $78.8 million, however, due to the pre-funding of December 2026 Donlin Gold activities (first fiscal month of 2027) in November 2026, a portion of 2026 funding will relate to Donlin Gold’s 2027 budget.
Current report
BFS Engineering Integration Advances & Appointment of Financial Advisors
Current report
Permitting activities in the third quarter of 2026 advanced as expected. Work continues on the dam safety permitting process for the project’s seven dams with submission of Detailed Design Packages anticipated by end of 2026/early 2027 as previously expected with potential issuance of the Dam Safety Certificates expected in 2028.
Current report
Additionally, the Company has appointed Endeavour Financial and Macquarie Capital as Financial Advisors to provide advisory services for the development of the project in Alaska. Under this mandate, the advisors will assist Donlin Gold in evaluating funding alternatives — including conventional project finance, infrastructure financing, and potential support from governmental agencies and/or sovereign wealth funds — and executing a structured project financing strategy. By coordinating engagement with financiers and advancing due diligence in tandem with the BFS, NOVAGOLD aims to optimize its funding mix while preserving long-term shareholder value. The advisors will provide tailored guidance as the project progresses toward a final investment decision following the completion of the BFS and related workstreams.
Current report
To further support the BFS and prepare for subsequent phases of development and eventual commercial operation, Donlin Gold has continued to build its team across key technical, operational, workforce development, and support functions. Since the beginning of 2026, the team has grown from approximately 35 to 77 employees, is currently based in Anchorage and Vancouver, and is supporting ongoing site, BFS, and contractor activities. Management continues to assess organizational requirements and recruit for critical positions as project activities advance.
Current report
Upholding Current Permits
Current report
Third Quarter 2026 Financial Results
Current report
NOVAGOLD is increasing its fiscal 2026 operating expenditure guidance by $11.5 million to approximately $110.0 million, reflecting higher corporate general and administrative costs of approximately $31.2 million, excluding share based compensation, and unchanged Donlin Gold funding guidance of approximately $78.8 million reflecting the Company’s 60% share of the Donlin Gold project expenditures for 2026. The $11.5 million increase in 2026 corporate general and administrative guidance reflects additional legal and other professional fees of $7.7 million incurred during the nine months ended August 31, 2026 and $3.8 million of anticipated expenses in the fourth quarter in support of the pending Transactions announced on July 22, 2026. The increase in 2026 corporate general and administrative guidance does not reflect anticipated fiscal 2027 professional fees and closing costs expected to be incurred through the closing of the Transactions.
Current report
The Donlin Gold funding in respect of 2026 expenditures is expected to remain in line with previous guidance, however, due to the pre-funding of December 2026 Donlin Gold activities (first fiscal month of 2027) in November 2026, a portion of 2026 funding will relate to Donlin Gold’s 2027 budget.
Current report
Cash provided by financing activities during the third quarter of 2026 decreased by $25.5 million from the comparative prior year period primarily due to $25.5 million in net proceeds from the exercise of an underwriter’s overallotment option related to the May 2025 equity offering received last year versus no financing activity during the third quarter of 2026.
Removed paragraphs (15)
Previous 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.
Previous 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.
Previous report
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 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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 report
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 report
Permitting
Previous report
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 report
Upholding current permits and working to secure key state approvals
Previous report
Second Quarter 2026 Financial Results
Previous report
NOVAGOLD’s anticipated operating expenditures during fiscal year 2026 are unchanged from previously issued guidance of approximately $98.5 million, including $78.8 million to fund the Donlin Gold project, and $19.7 million for corporate general and administrative costs.
Previous report
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.
Reworded paragraphs (20)
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- 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.
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 nine-month periods ended August 31, 2026 and August 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
Paulson are investment funds managed by Paulson Advisers LLC.
Current wording
Paulson are investment funds managed by Paulson Advisers LLC (“Paulson Advisers”).
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 (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.
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 Paulson through Donlin Gold Holdings LLC (“DGH”). The membership interests of DGH are held by Donlin Gold Holdings II LLC, a Delaware limited liability company (“DGH II”) and certain other Paulson affiliates. 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.
Previous wording
Our corporate goals include completing the BFS and moving to a subsequent construction decision; maintaining a favorable reputation of NOVAGOLD and the Donlin Gold project among shareholders and stakeholders; promoting strong community outreach and a sustainability culture; maintaining strong safety and environmental performance; and managing the Company’s treasury effectively and efficiently. Our operations primarily relate to the delivery of project milestones, including the achievement of various technical, environmental, sustainable development, economic and legal objectives, obtaining necessary permits and maintaining those received in good standing, advancement of the BFS, preparation of engineering designs and maintaining sufficient capital resources to fund these objectives.
Current wording
Our corporate goals include completing the Bankable Feasibility Study (“BFS”) and moving to a subsequent construction decision; maintaining a favorable reputation of NOVAGOLD and the Donlin Gold project among shareholders and stakeholders; promoting strong community outreach and a sustainability culture; maintaining strong safety and environmental performance; and managing the Company’s treasury effectively and efficiently. Our operations primarily relate to the delivery of project milestones, including the achievement of various technical, environmental, sustainable development, economic and legal objectives, obtaining necessary permits and maintaining those received in good standing, advancement of the BFS, preparation of engineering designs and maintaining sufficient capital resources to fund these objectives.
Previous wording
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 wording
The Company continues to advance the Donlin Gold BFS, which remains on schedule for completion in 2027. A team led by Fluor Corporation (“Fluor”) 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”). This season’s geotechnical work for the BFS will conclude this fall with drill holes and test pits at Jungjuk Port and access corridor, borrow sites and plant site, and for Engineering, Procurement, and Construction Management (“EPCM”) infrastructure. Resource modelling, mine planning, and Front-End Engineering Design (“FEED”) activities are progressing as planned, while EPCM coordination on a Class 3 estimate is well under way. This disciplined approach to key infrastructure and unit operations is designed to support a high-quality BFS.
Previous wording
Donlin Gold continued to support the state and federal agencies defending their permits in the litigation described below.
Current wording
Donlin Gold is a federally permitted project. The permitting framework in Alaska involves extensive review and coordination among federal and state agencies, regional stakeholders, and communities throughout the Yukon-Kuskokwim (“Y-K”) region. Donlin Gold continued to support the state and federal agencies defending their permits in the litigation described below.
Previous 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.
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 Bureau of Land Management’s (“BLM”) 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 Ste…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
The Company completed a private placement offering on February 5, 2026 of 31,020,000 common shares at a price of $10.00 per share for aggregate gross proceeds of $310.2 million less $16.2 million of issuance costs. 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.
Current wording
The Company completed a private placement offering on February 5, 2026 of 31,020,000 common shares at a price of $10.00 per share for aggregate gross proceeds of $310.2 million less $16.2 million of issuance costs. 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 Mining Corporation (“Barrick”), and general corporate purposes.
Previous wording
On June 3, 2025, NOVAGOLD and Paulson, through wholly-owned subsidiaries, completed a $1 billion acquisition of Barrick’s 50% interest in Donlin Gold (the “Donlin Gold Transaction”) pursuant to the terms of a membership interest purchase agreement dated April 22, 2025 (the “MIPA”) among Barrick Gold U.S. Inc. (“Barrick Gold”), Barrick, Paulson, Donlin Gold Holdings LLC (DGH), a subsidiary of Paulson, and NGRA, a subsidiary of the Company. NOVAGOLD, through NGRA, acquired an additional 10% interest in Donlin Gold for $200 million, increasing its stake to 60% of Donlin Gold, while Paulson, through DGH, acquired the remaining 40% interest for $800 million. Both owners have equal governance rights in Donlin Gold. The Donlin Gold Transaction marks a significant milestone in a long-term strategy to advance the Donlin Gold project. NOVAGOLD’s portion of the acquisition was funded through a combination of a public equity offering and a concurrent private placement.
Current wording
On June 3, 2025, NOVAGOLD and Paulson, through wholly-owned subsidiaries, completed a $1 billion acquisition of Barrick’s 50% interest in Donlin Gold (the “Donlin Gold Transaction”) pursuant to the terms of a membership interest purchase agreement dated April 22, 2025 (the “MIPA”) among Barrick Gold U.S. Inc. (“Barrick Gold”), Barrick, Paulson, DGH, a subsidiary of Paulson, and NGRA, a subsidiary of the Company. NOVAGOLD, through NGRA, acquired an additional 10% interest in Donlin Gold for $200 million, increasing its stake to 60% of Donlin Gold, while Paulson, through DGH, acquired the remaining 40% interest for $800 million. Both owners have equal governance rights in Donlin Gold. The Donlin Gold Transaction marks a significant milestone in a long-term strategy to advance the Donlin Gold project. NOVAGOLD’s portion of the acquisition was funded through a combination of a public equity offering and a concurrent private placement.
Previous wording
Pursuant to the Prior LLC Agreement for Donlin Gold, the Company issued a promissory note to Barrick Gold to repay Barrick out of future mine production cash flow for a portion of Barrick’s prior expenditures on the Donlin Gold project. Concurrent with the Donlin Gold Transaction announcement on April 22, 2025, NOVAGOLD entered into a prepayment option agreement with Barrick, which provided the Company with an option to prepay the promissory note in full for $90 million prior to the closing of the Donlin Gold Transaction. The $90 million prepayment option was not exercised prior to closing. In connection with the closing of the Donlin Gold Transaction, on June 3, 2025 NGRA and Barrick Gold amended and restated the promissory note primarily to (i) modify the security package in order to exclude any property held by Donlin Gold or membership interest in Donlin Gold held by NGRA, but ensure it remains secured by NGRA’s right, title and interest to proceeds from Donlin Gold and (ii) provide the ability for NGRA to prepay and retire the promissory note for an aggregate of $100 million until December 3, 2026. In connection with the amended and restated promissory note, NGRA has made an irrevocable direction to Donlin Gold whereby Donlin Gold shall distribute to Barrick Gold, until the promissory note is fully repaid, 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. As per the amended and restated promissory note, the principal amount owed is $158.9 million.
Current wording
Pursuant to the Prior LLC Agreement for Donlin Gold, the Company issued a promissory note to Barrick Gold to repay Barrick out of future mine production cash flow for a portion of Barrick’s prior expenditures on the Donlin Gold project. Concurrent with the Donlin Gold Transaction announcement on April 22, 2025, NOVAGOLD entered into a prepayment option agreement with Barrick, which provided the Company with an option to prepay the promissory note in full for $90 million prior to the closing of the Donlin Gold Transaction. The $90 million prepayment option was not exercised prior to closing. In connection with the closing of the Donlin Gold Transaction, on June 3, 2025 NGRA and Barrick Gold amended and restated the promissory note primarily to (i) modify the security package in order to exclude any property held by Donlin Gold or membership interest in Donlin Gold held by NGRA, but ensure it remains secured by NGRA’s right, title and interest to proceeds from Donlin Gold and (ii) provide the ability for NGRA to prepay and retire the promissory note for an aggregate of $100 million until December 3, 2026. In connection with the amended and restated promissory note, NGRA has made an irrevocable direction to Donlin Gold whereby Donlin Gold shall distribute to Barrick Gold, until the promissory note is fully repaid, 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. As per the amended and restated promissory note, the principal amount owed is $158.9 million. The Company currently anticipates exercising its prepayment option in the fourth quarter of 2026.
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 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.
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 nine months ended August 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 August 31, 2026, 24,703,125 Warrants remained outstanding.
Previous 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.
Current wording
Net loss and loss per share in the third quarter of 2026 were $36.0 million and $0.08, respectively, compared to net loss and loss per share of $15.6 million and $0.04, respectively, in the third quarter of 2025. NOVAGOLD’s net loss during the third quarter of 2026 increased by $20.4 million from the comparable prior year period primarily due to higher expenditures at Donlin Gold due to an acceleration of BFS activities and higher general and administrative expenses at NOVAGOLD primarily driven by ongoing professional fees related to the pending Transactions announced on July 22, 2026, partially offset by higher interest income in 2026.
Previous 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.
Current wording
The Company’s share of Donlin Gold expenses in the third quarter of 2026 was $16.5 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. General and administrative expenses increased in the third quarter of 2026 by $5.8 million from the comparable prior year period primarily due to higher professional fees, share-based compensation and corporate communication and regulatory fees. Professional fees increased by $5.3 million during the third quarter of 2026. The increase in professional fees was primarily due to legal fees in support of the pending Transactions announced on July 22, 2026. Share-based compensation expense in the third quarter increased by $0.3 million versus the comparative 2025 period primarily due to irregular timing of option and PSU grants over the previous 24-month period due to extended blackout periods and the associated vesting and expensing thereof. Corporate communication and regulatory fees in the third quarter increased by $0.2 million versus the comparative 2025 period primarily due to expenses related to the pending Transactions.
Previous wording
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.
Current wording
Net loss and loss per share for the nine months ended August 31, 2026 were $77.0 million and $0.18, respectively, compared to net loss and loss per share of $79.0 million and $0.22, respectively, for the first nine months of 2025. NOVAGOLD’s net loss during the first nine months of 2026 decreased by $2.1 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 and higher interest income in 2026 partially offset by $30.8 million of incremental expenditures at Donlin Gold due to ongoing BFS activities and $12.8 million higher general and administrative expenses at NOVAGOLD. General and administrative expenses increased during the first nine months of 2026 from the comparable prior year period primarily due to higher professional fees for the same reasons discussed above. Professional fees are expected to remain elevated for the remainder of fiscal 2026 and into the early part of fiscal 2027 as we work toward the completion of the Transactions, currently expected to occur in the fourth calendar quarter 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 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.
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 August 31, 2026, the Company had cash resources comprising cash and cash equivalents and term deposits totaling approximately $343.4 million, which management believes are sufficient to complete the Donlin Gold BFS, exercise the Company’s option to prepay the Barrick promissory note in the fourth calendar quarter of 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 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.
Current wording
With the acceleration of Donlin Gold BFS activities since commencing in early-2026, NOVAGOLD’s share of Donlin Gold expenditures is expected to remain elevated over the next 12 to 18 months compared to historical levels and will increase further assuming the closing of the Transactions occurs in the fourth calendar quarter of 2026. Even if the Transactions are completed in 2026, the Company is fully funded to complete the Donlin Gold BFS and intends to exercise its option to prepay the Barrick promissory note in the fourth quarter of 2026. The Company expects to raise additional capital at some point to support additional future activities, including the commencement of detailed engineering.
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, 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*.*
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, royalty, stream, and government agency and/or sovereign wealth fund 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 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.
Current wording
In the third quarter of 2026, cash and cash equivalents increased by $68.2 million due to $95.0 million in net proceeds from maturing term deposits and $1.2 million in proceeds from the sale of marketable securities offset by $24.8 million in Donlin Gold funding and $3.3 million in corporate general and administrative costs.
Previous 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.
Current wording
Cash used in operating activities during the third quarter of 2026 was $2.4 million higher than the comparative prior year period. Cash provided by investing activities during the third quarter of 2026 increased by $331.6 million from the comparative prior year period primarily due to NOVAGOLD’s prior year payment of $210.1 million to complete the Donlin Gold Transaction, $137.0 million in net proceeds from maturing term deposits and $1.2 million in net proceeds from the sale of marketable securities, partially offset by $16.7 million of incremental Donlin Gold funding. Funding of Donlin Gold was higher in the third quarter of 2026 compared to the same period in 2025 due to the commencement of the Donlin Gold BFS in early-2026.
Previous 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.
Current wording
As of October 2, 2026, the Company had 438,815,994 common shares issued and outstanding. Also, as of October 2, 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 9,508,267 stock options outstanding; 8,153,267 with a weighted-average exercise price of $5.41 per share and the remaining 1,355,000 of those stock options with a weighted-average exercise price of C$7.23 per share; and iii) 1,902,400 PSUs; and iv) 339,973 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 37,404,965 common shares.