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What changed in NOVAGOLD RESOURCES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NOVAGOLD RESOURCES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+600 added−469 removedSource: 10-K (2026-01-22) vs 10-K (2025-01-23)

Top changes in NOVAGOLD RESOURCES INC's 2025 10-K

600 paragraphs added · 469 removed · 330 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

17 edited+17 added−9 removed21 unchanged
Biggest changeReclamation We will generally be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which are approved by the appropriate regulatory agencies.
Biggest changeManagement ’ s Discussion and Analysis of Financial Condition and Results of Operations , below. 11 NOVAGOLD RESOURCES INC. Reclamation We will generally be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed.
Safety and Health NOVAGOLD’s primary objective is to ensure the health and safety of its employees, partners, and contractors, and is reflected in its Health and Safety Policy. Our focus on safety is also reflected at Donlin Gold where a wide-ranging set of policies are implemented at the project site and in the Anchorage office.
Health and Safety NOVAGOLD’s primary objective is to ensure the health and safety of its employees, partners, and contractors, and is reflected in its Health and Safety Policy. Our focus on safety is also reflected at Donlin Gold where a wide-ranging set of policies are implemented at the project site and in the Anchorage office.
Selection of individuals for executive and other positions with the Company is guided by the Company’s policy which “prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability or age.” Our board of directors (the “Board”) and management acknowledge the importance of all aspects of diversity including gender, ethnic origin, business skills and experience, because it is right to do so and because it is good for our business.
Selection of individuals for executive and other positions with the Company is guided by the Company’s Code of Business Conduct and Ethics which “prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability or age.” Our board of directors (the “Board”) and management acknowledge the importance of all aspects of diversity including gender, ethnic origin, business skills and experience, because it is right to do so and because it is good for our business.
Our website and the information contained therein or connected thereto are not intended to be, and are not incorporated into this Annual Report on Form 10-K. 12 NOVAGOLD RESOURCES INC.
Our website and the information contained therein or connected thereto are not intended to be, and are not incorporated into this Annual Report on Form 10-K. 13 NOVAGOLD RESOURCES INC.
Gold Price History The price of gold is volatile and is affected by numerous factors, all of which are beyond our control, such as the sale or purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values of the U.S. dollar and foreign currencies, changes in global and regional gold demand, in addition to international and national political and economic conditions.
Gold Price History The price of gold is volatile and is affected by numerous factors, all of which are beyond our control, such as the sale or purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values of the U.S. dollar and foreign currencies, changes in global and regional gold demand, in addition to international and national political and economic conditions. 12 NOVAGOLD RESOURCES INC.
We encourage: ● Respectful communication and cooperation among all employees. ● Teamwork and employee participation, fostering the representation of all employee perspectives. ● Work/life balance through flexible work schedules to accommodate employees’ varying needs. ● Learning about and, where appropriate, aiding the communities near NOVAGOLD’s projects to promote a greater understanding and respect for diversity in those communities.
We encourage: ● Respectful communication and cooperation among all employees. ● Teamwork and employee participation, fostering the representation of all employee perspectives. ● Work/life balance through flexible work schedules to accommodate employees’ varying needs. ● Learning about and, where appropriate, aiding the communities near NOVAGOLD’s projects to promote a greater understanding and respect for diversity in those communities. 10 NOVAGOLD RESOURCES INC.
Data Source: lbma.org.uk Available Information We maintain a website at www.novagold.com and make available, through the Investors section of the website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 filings and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (“SEC”).
Data Source: lbma.org.uk Available Information We maintain a website at www.novagold.com and make available, through the Investors section of the website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 filings and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with the SEC.
We have adopted a Human Rights Policy focused on our commitment to having a positive influence in the communities where we operate which includes ensuring that we respect human rights. Diversity As of the end of fiscal year 2024, 50% of our total workforce were women.
We have adopted a Human Rights Policy focused on our commitment to having a positive influence in the communities where we operate which includes ensuring that we respect human rights. Diversity As of the end of fiscal year 2025, 54% of our total workforce were women.
In addition, financial assurance acceptable to the regulatory authority with jurisdiction over reclamation must be provided in an amount and form that is determined to be sufficient by the authority to implement the approved reclamation plan in the event that the project owners fail to complete the work as provided in the plan. 11 NOVAGOLD RESOURCES INC.
In addition, financial assurance acceptable to the regulatory authority with jurisdiction over reclamation must be provided in an amount and form that is determined to be sufficient by the authority to implement the approved reclamation plan in the event that the project owners fail to complete the work as provided in the plan.
Corporate Structure As of November 30, 2024, we had the following material, direct and indirect, wholly-owned subsidiaries: NOVAGOLD Resources Alaska, Inc., NOVAGOLD US Holdings Inc., NOVAGOLD USA, Inc., AGC Resources Inc, NOVAGOLD (Bermuda) Alaska Limited and NOVAGOLD Resources (Bermuda) Limited.
Corporate Structure As of November 30, 2025, we had the following material, direct and indirect, wholly-owned subsidiaries: NOVAGOLD Resources Alaska, Inc., NOVAGOLD US Holdings Inc., NOVAGOLD USA, Inc., and AGC Resources Inc. On December 1, 2024, NOVAGOLD (Bermuda) Alaska Limited, NOVAGOLD Resources (Bermuda) Limited and NOVAGOLD Argentina Inc. were amalgamated with NOVAGOLD RESOURCES INC.
Company Values Our company culture is the cornerstone of all our human capital programs. Empowering every employee to be their best, affording every employee the opportunity to make a difference, and giving every employee a chance to be heard are among the Company’s values. Our values extend to the communities in which we work.
Empowering every employee to be their best, affording every employee the opportunity to make a difference, and giving every employee a chance to be heard are among the Company’s values. Our values extend to the communities in which we work.
The following table presents the annual high, low and average daily afternoon London Bullion Market Association (“LBMA”) Gold Price over the past five calendar years on the London Bullion Market ($/ounce): Year High Low Average 2020 $ 2,067 $ 1,474 $ 1,770 2021 $ 1,943 $ 1,684 $ 1,799 2022 $ 2,039 $ 1,628 $ 1,800 2023 $ 2,078 $ 1,811 $ 1,941 2024 $ 2,784 $ 1,985 $ 2,387 2025 (through January 13) $ 2,687 $ 2,632 $ 2,658 On January 13, 2025, the afternoon LBMA gold price was $2,670 per ounce.
The following table presents the annual high, low and average daily afternoon London Bullion Market Association (“LBMA”) Gold Price over the past five calendar years on the London Bullion Market ($/ounce): Year High Low Average 2021 $ 1,943 $ 1,684 $ 1,799 2022 $ 2,039 $ 1,628 $ 1,800 2023 $ 2,078 $ 1,811 $ 1,941 2024 $ 2,784 $ 1,985 $ 2,387 2025 $ 4,482 $ 2,632 $ 3,436 2026 (through January 16) $ 4,633 $ 4,353 $ 4,518 On January 16, 2026, the afternoon LBMA gold price was $4,611 per ounce.
We do not produce gold or any other minerals, and do not currently generate operating earnings. Funding to explore our mineral properties and to operate the Company was acquired primarily through previous equity financings consisting of public offerings of our common shares and warrants and through debt financing consisting of convertible notes, and the sale of assets.
Funding to explore our mineral properties and to operate the Company was acquired primarily through equity financings consisting of public offerings of our common shares and warrants and through previous debt financing consisting of convertible notes, and the sale of assets.
All ownership is 100% unless otherwise indicated. 9 NOVAGOLD RESOURCES INC. Human Capital Resources On November 30, 2024, we had 14 full-time employees, of which four are located in Canada and ten are located in the United States. We also use consultants with specific skills to assist with various aspects of project evaluation, engineering, and corporate governance.
Human Capital Resources On November 30, 2025, we had 12 full-time employees, of which four are located in Canada and eight are located in the United States. We also use consultants with specific skills to assist with various aspects of project evaluation, engineering, and corporate governance. Company Values Our company culture is the cornerstone of all our human capital programs.
In 2024, neither Donlin Gold nor NOVAGOLD had any recordable injuries or lost time incidents (“LTIs”). Also see section Item 7, “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ”, below 10 NOVAGOLD RESOURCES INC.
In 2025, neither Donlin Gold nor NOVAGOLD had any recordable injuries or lost time incidents. Also see section Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations , below. Recent Developments Donlin Gold project NOVAGOLD and Donlin Gold advanced key activities in 2025 to position the project to update technical work and cost estimates.
On December 1, 2024, NOVAGOLD (Bermuda) Alaska Limited, NOVAGOLD Resources (Bermuda) Limited and NOVAGOLD Argentina Inc. were amalgamated with NOVAGOLD RESOURCES INC. The following chart depicts the corporate structure of the Company together with the jurisdiction of incorporation of each of our material subsidiaries and related holding companies as of November 30, 2024.
The following chart depicts the corporate structure of the Company together with the jurisdiction of incorporation of each of our material subsidiaries and related holding companies as of November 30, 2025. All ownership is 100% unless otherwise indicated. 9 NOVAGOLD RESOURCES INC.
Item 1. Business Overview 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 LLC (“Donlin Gold”), a limited liability company owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick Gold Corporation (“Barrick”).
Item 1. Business Overview We operate in the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska.
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Recent Developments Donlin Gold project Donlin Gold advanced key activities in 2024 to position the project to update technical work and cost estimates.
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The Donlin Gold project is held by Donlin Gold LLC (“Donlin Gold”), a limited liability company that is owned by wholly-owned subsidiaries of NOVAGOLD and Donlin Gold Holdings LLC, a subsidiary of Paulson Advantage Plus Master Ltd. and Paulson Partners LP (together, “Paulson”).
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Some of these activities wrapped up in December 2024, such as the completion of metallurgical test work (pilot plant) in Ontario, Canada to confirm proposed optimizations to the flowsheet; advanced work to update the Donlin Gold resource model; and the submittal of the preliminary design packages for Dam Safety Certification to the Alaska Department of Natural Resources (“ADNR”).
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Prior to June 3, 2025, Donlin Gold was owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick Mining Corporation (“Barrick”). We do not produce gold or any other minerals, and do not currently generate operating earnings.
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Comments from the ADNR on the Dam Safety Certification preliminary design packages are anticipated in 2025. NOVAGOLD and Barrick held a Donlin Gold workshop in Alaska in September 2024 to review the important work completed to date, as well as to discuss next steps for the Donlin Gold project and related activities for 2025.
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Primary activities included 1) issuing a Request for Proposals (RFP) for a feasibility study to be prepared in accordance with S-K 1300 and NI 43-101, referred to herein as Bankable Feasibility Study (BFS), to top-tier engineering firms with the expertise to design what is expected to be the largest single gold mine in the United States.
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Subsequently, Donlin Gold’s board approved a path forward with a 2025 budget of $43 million on a 100% basis. Camp operations will resume in the coming months to complete grid drilling to refine mine planning assumptions. Efforts will continue to advance key workstreams and preparation for a cost update.
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Proposals were received in October, and the Prime Contractor is expected to be selected in the first quarter of 2026.
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Additional work will include project and mine planning, further advancement of the Dam Safety Certificate applications with work on the Detailed Design Packages, steadfast support of pending litigation, and ongoing community relations and government affairs activities.
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RFPs were also issued in the fourth quarter of 2025 for specialist contractors for the power plant, pipeline, and pressure oxidation and oxygen plant scopes of work; and 2) mine planning and resource conversion advanced through the completion of an 18,454-meter 2025 drill program.
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NOVAGOLD will continue to employ concerted and inclusive efforts to advance the Donlin Gold project for the benefit of all our shareholders and Donlin Gold stakeholders.
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The work targeted three core objectives: grid drilling to refine mine planning parameters, in-pit exploration to strengthen geological modelling and resource conversion, and geotechnical drilling to inform the updated resource model, mine planning and assess material sites for the planned port access road.
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In 2024, Donlin Gold, Calista Corporation (“Calista”) and The Kuskokwim Corporations (“TKC”) held public open houses in three locations in Anchorage, Bethel, and Crooked Creek, the closest community to the project, as well as two Subsistence Community Advisory Committee (“SCAC”) meetings, the first in Aniak during the second quarter and the second in Anchorage in December.
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The program was successfully executed by a site team of approximately 80 locally hired staff and external contractors, with results providing critical inputs for engineering, mine planning, and resource modelling. To support the advancement of the BFS and move the project toward construction and ultimately commercial operation, management has identified key project requirements and commenced recruiting for critical positions.
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Donlin Gold also established three additional Shared Values Statements, for a total of 18. Donlin Gold’s numerous partnerships in the Y-K region and statewide, aimed at supporting ecological projects, education, summer youth employment programs, and cultural awareness efforts, continue to grow.
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Donlin Gold hired Frank Arcese as Project Director. Frank brings more than four decades of global project leadership to Donlin Gold and has deep experience in the execution of large-scale mining capital projects in both the U.S. and international jurisdictions.
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Together these efforts underscore Donlin Gold’s ongoing engagement with and commitment to local communities, reinforcing existing long-term relationships and addressing specific community needs. For further information, see section Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations , below.
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Most recently, he served as Capital Projects Business Leader for North American mining operations at WSP Global Inc., and Engineering, Procurement and Construction Management (EPCM) firm.
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Prior to that, he acted as Project Director on multiple large mining and power plant projects for Rio Tinto across the U.S., Mongolia, China, Australia, and Argentina, and brings extensive expertise in managing projects in remote environments, such as Teck Resource’s original Quebrada Blanca in Chile, BHP’s Escondida Phase 3 and SX-EW Plant in Chile, and recently Rio Tinto’s Rincon 3000 Lithium Project in Argentina.
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During 2025, Donlin Gold participated in a wide range of community engagement and environmental initiatives. Representatives from Donlin Gold, NOVAGOLD, Paulson, and The Electrum Group LLC met with Calista Corporation (“Calista”), the Kuskokwim Corporation (TKC), and other stakeholders from the Yukon-Kuskokwim (Y-K) region.
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Additionally, Donlin Gold also hosted project site tours with stakeholders, investors, and analysts, followed by the owners’ tour which included meetings with key Alaska government officials – such as Governor Mike Dunleavy, Department of Natural Resources (ADNR) Commissioner John Boyle, and former Revenue Commissioner Adam Crum – to introduce the new ownership and discuss shared priorities.
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The team also met with principal stakeholders from government agencies, engineering firms, logistics providers and other pivotal parties with the capacity and experience to support critical project infrastructure as Donlin Gold advances the BFS and development activities after its construction decision, and held discussions with natural gas pipeline developers to explore opportunities benefiting the project and its stakeholders.
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Additionally, Donlin Gold hosted the fourth and fifth Subsistence Community Advisory Committee meetings in Anchorage and at the project site, offering a deep dive in different areas of the project’s development and operations, including camp and facility tours, aquatic resources monitoring and Snow Gulch restoration work.
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In addition, two new Shared Values Statements were finalized – bringing the total to 20 – with communities near the project. Environmental efforts advanced as well, including channel restoration work at Snow Gulch, a tributary of Donlin Creek historically mined for placer gold, to help restore natural habitat conditions and support aquatic life.
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Donlin Gold’s board approved a fiscal 2026 budget of $131.4 million ($78.8 million NOVAGOLD’s share) which includes advancing the BFS, maintaining and securing outstanding permits, government affairs, community relations, workforce development, environmental activities and exploration. For further information, see section Item 7.
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These reclamation efforts will be conducted in accordance with detailed plans, which are approved by the appropriate regulatory agencies.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

54 edited+17 added−9 removed113 unchanged
Biggest changeThe Company believes it was a passive foreign investment company ( “ PFIC ” ) in 2024 which could have negative tax consequences for U.S. investors. U.S. Holders (as defined below under Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “ Certain United States Federal Income Tax Considerations for U.S.
Biggest changeMarket for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “ Certain United States Federal Income Tax Considerations for U.S. Holders – U.S. Holders ”) should be aware that the Company believes that it was a PFIC (as defined below under Item 5.
As a result, we are subject to all of the risks associated with establishing new mining operations and business enterprises, including: ● the need to obtain and maintain necessary environmental and other governmental approvals and permits, and the timing and conditions of those approvals and permits; ● the availability and cost of funds to finance construction and development activities; ● the timing and cost, which can be considerable, of the construction of mining and processing facilities as well as related infrastructure; ● potential opposition from NGOs, environmental groups or local groups which may delay or prevent development activities; ● potential increases in construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies, services, and foreign exchange rates; ● the availability and cost of skilled labor and mining equipment; and ● the availability and cost of appropriate smelting and/or refining arrangements.
As a result, we are subject to all of the risks associated with establishing new mining operations and business enterprises, including: ● the need to obtain and maintain necessary environmental and other governmental approvals and permits, and the timing and conditions of those approvals and permits; ● the availability and cost of funds to finance construction and development activities; ● the timing and cost, which can be considerable, of the construction of mining and processing facilities as well as related infrastructure; ● potential opposition from NGOs, environmental groups or local groups which may delay or prevent development activities; ● potential increases in construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies, services, and foreign exchange rates; ● the availability and cost of skilled labor and mining and processing equipment; and ● the availability and cost of appropriate smelting and/or refining arrangements.
Donlin Gold operates on these lands pursuant to a Mining Lease with Calista (“Calista Lease”) and a Surface Use Agreement (“SUA”) with TKC. The ability of Donlin Gold to continue to explore and develop the Donlin Gold project depends upon its continued compliance with the terms and conditions of the Calista Lease and SUA.
Donlin Gold operates on these lands pursuant to a mining lease with Calista (the “Calista Lease”) and a Surface Use Agreement (“SUA”) with TKC. The ability of Donlin Gold to continue to explore and develop the Donlin Gold project depends upon its continued compliance with the terms and conditions of the Calista Lease and SUA.
Reclamation may include requirements to: ● treat ground and surface water to applicable water standards; ● control dispersion of potentially deleterious effluents; ● reasonably re-establish pre-disturbance landforms and vegetation; and ● provide adequate financial assurance to ensure required reclamation of land affected by our activities.
Reclamation include requirements to: ● treat ground and surface water to applicable water standards; ● control dispersion of potentially deleterious effluents; ● reasonably re-establish pre-disturbance landforms and vegetation; and ● provide adequate financial assurance to ensure required reclamation of land affected by our activities.
The mineral resource and mineral reserve estimates contained in this Annual Report on Form 10-K have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold may render portions of our mineralization uneconomic and result in reduced reported mineralization.
The mineral resource and mineral reserve estimates contained in this Annual Report on Form 10-K have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold may render portions of our mineral resource uneconomic and result in reduced reported mineral resources.
Holder who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the common shares over the U.S. Holder’s tax basis therein. This paragraph is qualified in its entirety by the discussion below under Item 5.
Holder who makes a Mark-to-Market Election in respect of its common shares generally must include as ordinary income each year the excess of the fair market value of the common shares over the U.S. Holder’s tax basis therein. This paragraph is qualified in its entirety by the discussion below under Item 5.
Holder who makes a QEF Election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. A U.S.
Holder who makes a timely and effective QEF Election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. A U.S.
Because we have not commenced commercial production at the Donlin Gold project, mineralization estimates may require adjustments, including potential downward revisions based upon further exploration or development work, actual production experience, or changes in the price of gold. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results.
Because we have not commenced commercial production at the Donlin Gold project, mineral resource estimates may require adjustments, including potential downward revisions based upon further exploration or development work, actual production experience, or changes in the price of gold. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results.
Furthermore, our ability to continue to explore and develop other mineral properties may be subject to agreements with other third parties, including agreements with Native corporations, for instance. Our largest shareholder has significant influence on us and may also affect the market price and liquidity of our securities. Electrum Strategic Resources L.P.
Furthermore, our ability to continue to explore and develop other mineral properties may be subject to agreements with other third parties, including agreements with Native corporations, for instance. 19 NOVAGOLD RESOURCES INC. Our largest shareholder has significant influence on us and may also affect the market price and liquidity of our securities. Electrum Strategic Resources L.P.
The costs, timing and complexities of mine construction and development are increased by the remote location of our mineral properties, with additional challenges related thereto, including access, water and power supply, and other support infrastructure. Cost estimates may increase significantly as more detailed engineering work and studies are completed on a project.
The costs, timing and complexities of mine construction and development are increased by the remote location of our mineral properties, with additional challenges related thereto, including access, water and power supply, and other support infrastructure. Cost estimates may increase significantly as more detailed engineering work and studies are completed.
Holder should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. 23 NOVAGOLD RESOURCES INC.
Holder should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. 25 NOVAGOLD RESOURCES INC.
If the third party defaults on its agreement with us, with or without our knowledge, it may put the mineral property and related assets at risk.
If the third party defaults on its agreements with us, with or without our knowledge, it may put the mineral property and related assets at risk.
Capital costs, operating costs, production and economic returns, and other estimates contained in studies or estimates prepared by or for us may differ significantly from those anticipated by our current or future studies and estimates, and there can be no assurance that the initial capital costs incurred to construct, and the sustaining capital and operating costs incurred in operating the Donlin Gold project will not be higher than currently anticipated.
Capital costs, operating costs, production and economic returns, and other estimates contained in studies or estimates prepared by or for us may differ significantly from those anticipated by our current or future studies and estimates, and there can be no assurance that the initial capital costs incurred to construct, and the sustaining capital and operating costs incurred in operating the Donlin Gold project will not be higher than currently anticipated. 16 NOVAGOLD RESOURCES INC.
If adequate infrastructure is not available in a timely manner, there can be no assurance that: ● the development of the Donlin Gold project will be commenced or completed on a timely basis, if at all; ● the resulting operations will achieve the anticipated production volume; or ● the construction costs and ongoing operating costs associated with the development of the Donlin Gold project will not be higher than anticipated. 17 NOVAGOLD RESOURCES INC.
If adequate infrastructure is not available in a timely manner, there can be no assurance that: ● the development of the Donlin Gold project will be commenced or completed on a timely basis, if at all; ● the resulting operations will achieve the anticipated production volume; or ● the construction costs and ongoing operating costs associated with the development of the Donlin Gold project will not be higher than anticipated.
No value was assigned to the final $75 million contingent note receivable due to the uncertainty with regards to the approval of a Galore Creek project construction plan. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents our maximum exposure to credit risk.
No value was assigned to the final $75 million contingent note receivable due to the uncertainty with regards to the approval of a Galore Creek project construction plan. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents our maximum exposure to credit risk. 20 NOVAGOLD RESOURCES INC.
There can be no assurances that these matters will not have a material adverse effect on our business. General Risk Factors Global climate change is an international concern and could impact our ability to conduct future operations. Global climate change is an international issue and receives an enormous amount of publicity.
There can be no assurances that these matters will not have a material adverse effect on our business. 23 NOVAGOLD RESOURCES INC. General Risk Factors Global climate change is an international concern and could impact our ability to conduct future operations. Global climate change is an international issue and receives an enormous amount of publicity.
Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing a mineral property into production and a mineral property’s return on capital. We cannot provide assurance that mineralization identified at the Donlin Gold project can or will be mined or processed profitably.
Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing a mineral property into production and a mineral property’s return on capital. We cannot provide assurance that mineral resources identified at the Donlin Gold project can or will be mined or processed profitably. 18 NOVAGOLD RESOURCES INC.
Where appropriate the Donlin Gold project has developed contingency plans for managing extreme weather conditions; however, extended disruptions to supply lines due to extreme weather could result in interruption of activities at the project site, delay or increase the cost of construction of the project, or otherwise adversely affect our business. 22 NOVAGOLD RESOURCES INC.
Where appropriate the Donlin Gold project has developed contingency plans for managing extreme weather conditions; however, extended disruptions to supply lines due to extreme weather could result in interruption of activities at the project site, delay or increase the cost of construction of the project, or otherwise adversely affect our business.
Based on the amount owing on the promissory note as of November 30, 2024, and assuming all other variables remain constant, a 1% change in the U.S. prime rate would result in an increase/decrease of approximately $1.5 million in the interest accrued on the promissory note per annum.
Based on the amount owing on the promissory note as of November 30, 2025, and assuming all other variables remain constant, a 1% change in the U.S. prime rate would result in an increase/decrease of approximately $1.6 million in the interest accrued on the promissory note per annum.
It is also possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of our operations and delays in the exploration and development of our mineral properties. 20 NOVAGOLD RESOURCES INC.
It is also possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of our operations and delays in the exploration and development of our mineral properties.
Additionally, a 1,500-meter airstrip would be built to provide year-round access to the project. Terrain, geologic conditions, ground conditions, steep slopes, river levels, ice breakup, weather, climate change impacts and other natural conditions that are beyond our control along the pipeline and transportation routes present design, permitting, construction, and operational challenges for the project.
Additionally, an airstrip would be built to provide year-round access to the project. Terrain, geologic conditions, ground conditions, steep slopes, river levels, ice breakup, weather, climate change impacts and other natural conditions that are beyond our control along the pipeline and transportation routes present design, permitting, construction, and operational challenges for the project.
Any such interference with the delivery of needed supplies to the Donlin Gold project could adversely affect the construction or operation of the project and/or the costs associated with these activities which, in turn, would adversely affect our business. We are subject to significant governmental regulation.
Any such interference with the delivery of needed supplies to the Donlin Gold project could adversely affect the construction or operation of the project and/or the costs associated with these activities which, in turn, would adversely affect our business. 21 NOVAGOLD RESOURCES INC. We are subject to significant governmental regulation.
Our failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, development, construction, or production at the Donlin Gold project. The cost and terms of such financing may significantly reduce the expected benefits from development of the Donlin Gold project and/or render such development uneconomic.
Our failure to obtain sufficient financing could result in the delay or indefinite postponement of the completion of the Bankable Feasibility Study or exploration, development, construction, or production at the Donlin Gold project. The cost and terms of such financing may significantly reduce the expected benefits from development of the Donlin Gold project and/or render such development uneconomic.
Two ports would be needed on the Kuskokwim River, the first located in Bethel, Alaska, where ocean barges would transition materials to river barges; and the second located approximately 320 kilometers upriver from Bethel. A 48-kilometer access road from the upriver port to the project site is needed to deliver the materials.
Two ports would be needed on the Kuskokwim River, the first located in Bethel, Alaska, where ocean barges would transition materials to river barges; and the second located approximately 312 kilometers upriver from Bethel. A 44-kilometer access road from the upriver port to the project site is needed to deliver the materials.
Nonetheless, as a result of these conflicts of interest, the Company may not have an opportunity to participate in certain transactions, which may have a material adverse effect on the Company’s business, profitability, financial condition, results of operation, and prospects. 18 NOVAGOLD RESOURCES INC.
Nonetheless, as a result of these conflicts of interest, the Company may not have an opportunity to participate in certain transactions, which may have a material adverse effect on the Company’s business, profitability, financial condition, results of operation, and prospects.
The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our ability to achieve our business plan, profitability, or the viability of our interests held with the third party, which could have a material adverse impact on our business, future cash flows, earnings, results of operations and financial condition: (i) disagreement with the third party on how to develop and operate the Donlin Gold project efficiently; (ii) inability to exert influence over certain strategic decisions made in respect of the jointly-held Donlin Gold project; (iii) inability of the third party to meet its obligations to the joint business or other parties; and (iv) litigation with the third party regarding joint business matters. 13 NOVAGOLD RESOURCES INC.
The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our ability to achieve our business plan, profitability, or the viability of our interests held with the third party, which could have a material adverse impact on our business, future cash flows, earnings, results of operations and financial condition: (i) disagreement with the third party on how to develop and operate the Donlin Gold project efficiently; (ii) disagreement with the third party on certain strategic decisions in respect of the Donlin Gold project; (iii) inability of the third party to meet their obligations to Donlin Gold or other parties; and (iv) litigation with the third party regarding joint business matters. 14 NOVAGOLD RESOURCES INC.
Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the property of others, delays in construction or mining, monetary losses, and possible legal liability.
Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the property of others, delays in construction or mining, monetary losses, and possible legal liability. 22 NOVAGOLD RESOURCES INC.
Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failures could have a material adverse effect on the Company’s business, financial position, and results of operations.
Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failures could have a material adverse effect on the Company’s business, financial position, and results of operations. 24 NOVAGOLD RESOURCES INC.
Mining involves various types of risks, including: ● environmental hazards; ● industrial accidents; ● metallurgical and other processing problems; ● unusual or unexpected geologic formations and conditions; ● structural cave-ins or slides; ● flooding; 19 NOVAGOLD RESOURCES INC. ● fires; ● power outages; ● labor disruptions; ● explosions; ● landslides and avalanches; ● mechanical equipment and facility performance problems; ● availability of materials and equipment; ● metals losses; and ● periodic interruptions due to inclement or hazardous weather conditions.
Mining involves various types of risks, including: ● environmental hazards; ● industrial accidents; ● metallurgical and other processing problems; ● unusual or unexpected geologic formations and conditions; ● structural cave-ins or slides; ● flooding; ● fires; ● power outages; ● labor disruptions; ● explosions; ● landslides and avalanches; ● mechanical equipment and facility performance problems; ● availability of materials and equipment; ● tailings storage facility failures; ● metals losses; and ● periodic interruptions due to inclement or hazardous weather conditions.
As a result of such opposition or adverse publicity, we may be unable to obtain permits necessary for our operations or to continue our operations as planned or at all. See “Recent Developments” above.
As a result of such opposition or adverse publicity, we may be unable to obtain permits necessary for our operations or to continue our operations as planned or at all. See “Recent Developments” above. 17 NOVAGOLD RESOURCES INC.
According to the S-K 1300 Report (as defined below), the total initial capital cost estimate for the Donlin Gold project is approximately $7,402 million which includes the costs related to the natural gas pipeline (100% basis). These cost estimates may change materially as our studies are updated.
In addition, according to the S-K 1300 Report (as defined below), the total initial capital cost estimate for the Donlin Gold project is approximately $9,233 million which includes the costs related to the natural gas pipeline (100% basis). These cost estimates may change materially as our studies are updated.
With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in earnings per share. 14 NOVAGOLD RESOURCES INC.
With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in earnings per share.
Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our ability to implement our business strategy, the results of operations or our financial condition.
Any material reductions in estimates of mineral resources, or of our ability to extract these mineral resources, could have a material adverse effect on our ability to implement our business strategy, the results of operations or our financial condition.
We have established the presence of proven and probable mineral reserves at the Donlin Gold project in accordance with the disclosure definition and standards contained in S-K 1300 (as defined below) and in National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). There can be no assurance that additional mineral resources will ultimately be reclassified as mineral reserves.
We have established the presence of proven and probable mineral reserves at the Donlin Gold project in accordance with the disclosure definition and standards contained in S-K 1300 and in NI 43-101. There can be no assurance that additional mineral resources will ultimately be reclassified as mineral reserves.
The prices of gold and gold mining company equities have experienced significant volatility over the past few years. 15 NOVAGOLD RESOURCES INC.
The prices of gold and gold mining company equities have experienced significant volatility over the past few years.
Holder’s holding period, then such U.S. Holder generally will be required to treat any gain realized upon a disposition of common shares and any so-called “excess distribution” received on its common shares as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the U.S.
Holder generally will be required to treat any gain realized upon a disposition of the common shares or any so-called “excess distribution” received on its common shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution.
Our ability to continue the exploration, permitting, development, and construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing. We have limited financial resources. We will need external financing to develop and construct the Donlin Gold project.
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. We have limited financial resources.
If no additional mineral properties are acquired by us, any adverse development affecting our operations and further development at the Donlin Gold project may have a material adverse effect on our financial condition and results of operations.
Unless we acquire or develop additional mineral properties, we will be solely dependent upon this property. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further development at the Donlin Gold project may have a material adverse effect on our financial condition and results of operations.
We are dependent on the cooperation of a third party in the exploration and development of our Donlin Gold project.
We are dependent on the cooperation of a third party in the exploration and development of our Donlin Gold project. Our success with respect to the Donlin Gold project depends on the cooperation of the co-owner of Donlin Gold.
Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. We manage liquidity risk through regular cash flow forecasts to assess our current and future financial position as well as maintaining a prudent capital structure. Accounts payable and accrued liabilities are due within one year from the balance sheet date.
Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. We manage liquidity risk through regular cash flow forecasts to assess our current and future financial position as well as maintaining sufficient capital resources and a prudent capital structure.
These factors, and others, are beyond our control. There is no assurance that we will be profitable in the future. We have a limited property portfolio. At present, our only material mineral property is the interest that we hold in the Donlin Gold project. Unless we acquire or develop additional mineral properties, we will be solely dependent upon this property.
These factors, and others, are beyond our control. There is no assurance that we will be profitable in the future. 15 NOVAGOLD RESOURCES INC. We have a limited property portfolio. At present, our only material mineral property is the interest that we hold in the Donlin Gold project.
The future development of the Donlin Gold project will require obtaining permits and financing the construction and operation of mines, processing plants and related infrastructure.
The future development of the Donlin Gold project will require having the necessary permits and financing in place to support the construction and ongoing operation of mines, processing plants and related infrastructure.
(“Electrum”) and its affiliate GRAT Holdings LLC hold in the aggregate 25.4 % of our issued and outstanding common shares as of January 13, 2025.
(“Electrum”) and its affiliate GRAT Holdings LLC hold in the aggregate 24.1 % of our issued and outstanding common shares as of January 16, 2026.
Holder makes a timely and effective QEF Election or a Mark-to-Market Election (each as defined below under Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “ Certain United States Federal Income Tax Considerations for U.S. Holders – Default PFIC Rules under Section 1291 of the Code ”). A U.S.
Subject to certain limitations, these tax consequences may be ‎mitigated if a U.S. taxpayer makes a timely and effective QEF Election or Mark-to-Market Election (each as defined below under Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “ Certain United States Federal Income Tax Considerations for U.S.
We are dependent on the cooperation of a third party for the progress and development of the Donlin Gold project. The third party may have different priorities which could impact the timing and cost of development of the Donlin Gold project.
Furthermore, governance of Donlin Gold is shared on an equal basis, so we will continue to be dependent on the cooperation of a third party for the progress and development of the Donlin Gold project. The third party may have different priorities which could impact the timing and cost of development of the Donlin Gold project.
We may experience difficulty attracting and retaining qualified management and technical personnel to meet our business objectives, and the failure to manage our business effectively could have a material adverse effect on our business and financial condition.
There can be no assurance that increased costs may not adversely affect our development of our mineral properties in the future. We may experience difficulty attracting and retaining qualified management and technical personnel to meet our business objectives, and the failure to manage our business effectively could have a material adverse effect on our business and financial condition.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
Accounts payable and accrued liabilities are due within one year from the balance sheet date. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
Holders – U.S. Holders ”) should be aware that the Company believes that it was a PFIC for the fiscal year ended November 30, 2024, and based on current business plans and financial expectations, may be a PFIC in the current tax year and future tax years. If the Company is a PFIC for any year during a U.S.
Holders – Passive Foreign Investment Company Rules ”) for the fiscal year ended November 30, 2025, and based on current business plans and financial expectations, may be a PFIC in the current tax year and future tax years. If the Company is a PFIC for any year during a U.S. Holder’s holding period of common shares, then such U.S.
Decisions about the development of the Donlin Gold project will ultimately be based upon feasibility studies.
We do not have an operating history upon which we can base estimates of future operating costs. Decisions about the development of the Donlin Gold project will ultimately be based upon feasibility studies.
Our success with respect to the Donlin Gold project depends on the cooperation of a third party with whom we have an agreement; we hold a 50% interest and the remaining 50% interest is held by the third party that is not under our control or direction.
We currently hold a 60% economic interest in Donlin Gold and the remaining 40% economic interest is held by a third party that is not under our control or direction.
The process relies on the quantity and quality of available data and is based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available.
The estimating of mineral reserves and mineral resources is a subjective process that relies on the judgment and experience of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, analysis of drilling results and industry practices.
In addition, these estimates are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.
In addition, these estimates depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis available at the time of the estimate, and may change with further work.
As a result of the content updates included in the 2021 Technical Report (as defined below) and S-K 1300 Report, the total initial capital cost estimate for the Donlin Gold project is $7,402 million and the total sustaining capital estimate is $1,723 million. We do not have an operating history upon which we can base estimates of future operating costs.
As a result of the content updates included in the 2025 Technical Report (as defined below) and 2025 Technical Report Summary (as defined below), the total initial capital cost estimate for the Donlin Gold project is $9,233 million and the total sustaining capital estimate is $2,325 million.
Estimated mineral reserves or mineral resources may have to be recalculated based on changes in metal prices, further exploration or development activity, or actual production experience.
Valid estimates made at a given time may significantly change when new information becomes available. There can be no assurances that actual results will meet the estimates contained in studies. Estimated mineral reserves or mineral resources may have to be revised based on changes in metal prices, further exploration or development activity, or actual production experience.
Removed
We may choose to proceed with a feasibility study for the Donlin Gold project without the participation of the co-owner, which would require significant management time and additional capital resources. Although proposed by NOVAGOLD, currently the owners have not agreed to commence an updated feasibility study.
Added
Despite our ownership of 60% of the membership interests of Donlin Gold, our voting interests are contractually reduced in the A&R LLC Agreement. Consistent with the limited liability company agreement with Barrick Gold U.S.
Removed
The Company may choose to proceed with a feasibility study for the Donlin Gold project on its own without the participation of the co-owner, although the Company has not yet made a determination to do so. Embarking on a feasibility study is an endeavor requiring significant funding and staffing.
Added
Inc. and Donlin Gold dated December 1, 2007, as amended from time to time, the funding for Donlin Gold is shared by both parties based on their percentage ownership. For example, since NOVAGOLD Resources Alaska, Inc.
Removed
We expect a feasibility study would take approximately two years to complete once commenced and would require significant management time and attention.
Added
(“NGRA”) holds 60% of the membership interests of Donlin Gold, it will have the responsibility to fund 60% of the expenses of Donlin Gold; however, even though Paulson holds 40% of Donlin Gold, the parties have equal governance rights.
Removed
In addition, if the Company ultimately decides to proceed with its own feasibility study for the Donlin Gold project, the Company will be required to raise additional capital through means such as equity and/or debt financing to successfully complete the feasibility study.
Added
This adjustment to the parties’ voting interests as set forth in the amended and restated limited liability company agreement entered into by NGRA, Donlin Holdings and Donlin Gold means that (i) NGRA’s voting percentage interests are defined as its participating interest from time to time less an absolute 10% and (ii) Paulson’s voting percentage interests are defined as its participating interest from time to time plus an absolute 10%.
Removed
There can be no assurance that the Company could raise the required capital on terms favorable to it, or at all. We have a history of net losses and expect losses to continue for the foreseeable future.
Added
For this reason, even though NGRA holds 60% of the membership interests of Donlin Gold, the Company has a 50% voting interest at Donlin Gold, not 60%. These reduced voting rights may decrease the value attributed to our interest in Donlin Gold and reduces our ability to assert our proportionate rights at the project.
Removed
There can be no assurance that: ● these estimates will be accurate; ● mineral reserve, mineral resource or other mineralization figures will be accurate; or ● this mineralization could be mined, processed, or sold profitably. 16 NOVAGOLD RESOURCES INC.
Added
We identified a deficiency in our disclosure controls and procedures in the quarter ended August 31, 2025 which has been remediated. If we fail to maintain an effective system of disclosure controls, our ability to produce timely and accurate public disclosure or comply with applicable laws and regulations could be impeded.
Removed
No assurance can be given that any part or all of our mineral resources constitute or will be converted into reserves. The estimating of mineral reserves and mineral resources is a subjective process that relies on the judgment and experience of the persons preparing the estimates.
Added
During the quarter ended August 31, 2025, we did not timely file a Current Report on Form 8-K with respect to the resignation of a member of our Board of Directors.
Removed
By their nature, mineral resource and reserve estimates are imprecise and depend, to a certain extent, upon analysis of drilling results and statistical inferences that may ultimately prove to be inaccurate. There can be no assurances that actual results will meet the estimates contained in studies.
Added
During the quarter, the Company took remedial action including (i) revising our written policies with respect to director and named executive officer resignation to require that resignations be tendered to specified personnel and (ii) instituting additional training on disclosure controls and procedures, particularly with respect to Form 8-K compliance, for members of the Board of Directors.
Removed
There can be no assurance that increased costs may not adversely affect our development of our mineral properties in the future. 21 NOVAGOLD RESOURCES INC.
Added
We cannot be certain that the measures we have taken to date, and actions we may take in the future, will be sufficient to prevent or avoid potential future disclosure failures. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business or otherwise.
Added
Further, weaknesses in our disclosure controls may be discovered in the future.
Added
Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may impact our ability to access capital markets on a timely basis, which may result in investors losing confidence in the accuracy and completeness of our periodic reports and adversely affect the market price of our common shares.
Added
As a result of the delinquent filing of the Form 8-K, we will not be eligible to use Form S-3 to register our securities with the SEC until July 2026. We have a history of net losses and expect losses to continue for the foreseeable future.
Added
We will need external financing to continue the exploration, permitting, and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project and to construct and ultimately operate the Donlin Gold project.
Added
The Company believes it was a passive foreign investment company for its fiscal year ended November 30, 2025 which could have negative tax consequences for U.S. investors. U.S. Holders (as defined below under Item 5.
Added
Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities “ Certain United States Federal Income Tax Considerations for U.S.
Added
In certain circumstances, the sum of the tax and the interest ‎charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess ‎distribution received, by the U.S. Holder.
Added
Holders – Default PFIC Rules under Section 1291 of the Code ”). A U.S.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed12 unchanged
Biggest changeFor additional information, refer to Item 1A, “ Risk Factors – The Company is dependent upon information technology systems, which are susceptible to disruption, damage, failure, and risks associated with implementation and/or integration ” , above.
Biggest changeFor additional information, refer to Item 1A. Risk Factors – The Company is dependent upon information technology systems, which are susceptible to disruption, damage, failure, and risks associated with implementation and/or integration, above.
This team is trained in managing cybersecurity incidents and leverages the information technology expertise of our third-party cybersecurity partner. 24 NOVAGOLD RESOURCES INC.
This team is trained in managing cybersecurity incidents and leverages the information technology expertise of our third-party cybersecurity partner. 27 NOVAGOLD RESOURCES INC.
Our Audit Committee is comprised of Board members with diverse and relevant expertise in risk management and strategy, sufficient to oversee cybersecurity risks effectively. We maintain a cybersecurity incident response team composed of professionals across various functions, including information technology, legal, finance, accounting, and risk.
Our Audit Committee is comprised of Board members with diverse and relevant expertise in risk management and strategy, sufficient to oversee cybersecurity risks effectively. 26 NOVAGOLD RESOURCES INC. We maintain a cybersecurity incident response team composed of professionals across various functions, including information technology, legal, finance, accounting, and risk.
As of the date of this Annual Report, we have not identified risks from cybersecurity threats, including threats from any previous cybersecurity incidents, that have or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
As of the date of this Annual Report on Form 10-K, we have not identified risks from cybersecurity threats, including threats from any previous cybersecurity incidents, that have or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

100 edited+101 added−73 removed41 unchanged
Biggest changeThe pit designs are contained within an optimized pit shell based on the following economic and technical parameters: Metal price for gold of $1,200 per ounce; reference mining cost of $2.16 per tonne incremented $0.0033 per tonne per meter with depth from the 220 meter elevation (equates to an average mining cost of $2.64 per tonne), fixed processing cost of $13.78/t processed; sustaining capital of $1.54/t processed; general and administrative cost of $3.66/t processed; stockpile rehandle costs of $0.24/t processed assuming that 45% of mill feed is rehandled; variable metallurgical recoveries by rock type, ranging from 86.7% in shale to 94.2% in intrusive rocks in the Akivik domain; refining and freight charges of $1.21/oz Au; royalty considerations of 4.5% NSR and $0.50/t processed; and variable pit slope angles, ranging from 23° to 43°.
Biggest changeMineral Resources are constrained within a pit shell using the following assumptions: gold price of $2,400/oz; reference mining cost of $2.68/t mined incremented $0.0041/t mined/m with depth from the 220 m elevation (equates to an average mining cost of $3.23/t mined); mining sustaining cost of $0.41/t mined; variable metallurgical recoveries by rock type and geological domain, ranging from 29.4% in oxide to 94.2% in intrusive rocks in the Akivik domain; process operating cost of $20.01/t processed; process sustaining cost of $2.14/t processed; G&A cost of $4.57/t processed; stockpile reclaim cost of $0.30/t processed assuming a reclaim percentage of 45%; refining recovery of 99.9%; selling cost of $1.71/oz gold; royalty considerations of 4.5% NSR and $0.50/t processed; and variable pit slope angles, ranging from 22 to 47°. 8.
Payment Terms of the TKC SUA include: ● Annual advance minimum payment (variable per milestones); ● All advance minimum payments are recoverable as a credit against the milled tonnage fee and net proceeds payment; ● Milled tonnage fee of $0.40 per tonne processed for the first 10 years of production; ● Conversion of the milled tonnage fee to $0.50 per tonne processed for all production after 10 years; ● Net proceeds payment of 3% of the net proceeds realized by Donlin Gold LLC commencing with the first quarter in which net proceeds are first realized.
Payment terms of the TKC SUA include: ● Annual advance minimum payment (variable per milestones); ● All advance minimum payments are recoverable as a credit against the milled tonnage fee and net proceeds payment; ● Milled tonnage fee of $0.40 per tonne processed for the first 10 years of production; ● Conversion of the milled tonnage fee to $0.50 per tonne processed for all production after 10 years; and ● Net proceeds payment of 3% of the net proceeds realized by Donlin Gold LLC commencing with the first quarter in which net proceeds are first realized.
The current status of these permits is in line with the termination of the baseline data collection effort, temporary closure of the camp in May 2015, and the seasonal reopening of the site for the geological drill program from July to November 2017, the geotechnical drill program in 2019 and 2023 for the Alaska Dam Safety certificate applications, and the latest geological drill programs in 2020, 2021, and 2022.
The current status of these permits is in line with the termination of the baseline data collection effort, temporary closure of the camp in May 2015, and the seasonal reopening of the site for the geological drill program from July to November 2017, the geotechnical drill program in 2019 and 2023 for the Alaska Dam Safety certificate applications, and the latest geological drill programs in 2020, 2021, 2022 and 2025.
The final tailings from the secondary rougher flotation tailings is thickened, and due to their neutralizing potential, is then utilized to modify the pH of the POX discharge solution prior to being transported to the TSF. The oxidized concentrate from the POX operation would then be cyanide leached in a conventional CIL circuit to produce a pregnant (gold-bearing) solution.
The final tailings from the secondary rougher flotation tailings is thickened, and due to their neutralizing potential, is then utilized to modify the pH of the excess POX discharge solution prior to being transported to the TSF. The oxidized concentrate from the POX operation would then be cyanide leached in a conventional CIL circuit to produce a pregnant (gold-bearing) solution.
Along with the ROD, the Corps issued a combined permit under CWA Section 404 and Section 10 of the Rivers and Harbors Act. Additionally, the BLM issued the Offer to Lease for the ROW for those portions of the natural gas pipeline that would cross federal lands.
Along with the ROD, the Corps issued a combined permit under CWA Section 404 and Section 10 of the Rivers and Harbors Act. Additionally, the BLM issued the Offer to Lease for the state pipeline ROW for those portions of the natural gas pipeline that would cross federal lands.
Operating costs are based on importing liquefied natural gas (LNG) by ship to Anchorage and total delivery cost to site which includes regasification of the LNG and delivery from Anchorage to the Donlin Gold project via the pipeline.
Operating costs are based on importing liquefied natural gas (“LNG”) by ship to Anchorage and total delivery cost to site which includes regasification of the LNG and delivery from Anchorage to the Donlin Gold project via the pipeline.
Large 360 tonne capacity haul trucks will be used for transporting both ore and waste out of the pit. Blast hole drilling will be performed by medium-sized rotary and down-the-hole hammer drills with various hole diameters depending on bench height and desired mining selectivity. Reverse circulation (“RC”) drilling is planned for detailed geologic definition and grade control.
Large 363 tonne capacity haul trucks will be used for transporting both ore and waste out of the pit. Blast hole drilling will be performed by medium-sized rotary and down-the-hole hammer drills with various hole diameters depending on bench height and desired mining selectivity. Reverse circulation (“RC”) drilling is planned for detailed geologic definition and grade control.
The pipeline would commence at the west end of the Beluga Gas Field, approximately 48 kilometers northwest of Anchorage at a tie-in near Beluga located in the Matanuska-Susitna Borough and would run to the mine site. The pipeline would receive booster compression supplied by one compressor station. No additional compression along the pipeline route would be required.
The pipeline would commence at the west end of the Beluga Gas Field, approximately 50 kilometers northwest of Anchorage at a tie-in near Beluga located in the Matanuska-Susitna Borough and would run to the mine site. The pipeline would receive booster compression supplied by one compressor station. No additional compression along the pipeline route would be required.
In addition to the Trust Fund, financial assurance in the form of letters of credit and/or surety bonds is required to construct and operate the mine. Per the Donlin Gold Project Reclamation Plan Approval from ADNR, financial assurance in the amount of approximately $322 million must be submitted in a form and substance approved by ADNR.
In addition to the Trust Fund, financial assurance in the form of letters of credit and/or surety bonds is required to construct and operate the mine. Per the Donlin Gold Project Reclamation Plan Approval from ADNR, financial assurance in the amount of approximately $404 million must be submitted in a form and substance approved by ADNR.
Mineral resources are reported on a 100% ownership basis and a 50% ownership basis. The 50% basis is attributable to NOVAGOLD through their 50% ownership interest in the joint venture that owns the mineral rights and manages the Donlin Gold project property. (2) Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Mineral Resources are reported on a 100% ownership basis and a 60% ownership basis. The 60% basis is attributable to NOVAGOLD through their 60% ownership interest in the joint venture that owns the mineral rights and manages the Donlin Gold project property. 2. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Royalty Terms of the Calista Lease include: ● Annual advance minimum royalty (variable) to 2030; ● All advance minimum payments are recoverable as a credit against the net smelter return royalty and net proceeds payment; ● Net smelter return of 1.5% for the earlier of the first five years following commencement of commercial production or until initial capital payback; ● Conversion to a 4.5% net smelter return after the earlier of five years or initial capital payback; and ● Net proceeds royalty of 8% of the net proceeds realized by Donlin Gold LLC commencing with the first quarter in which net proceeds are first realized.
Royalty terms of the Calista Lease include: ● Annual advance minimum royalty (variable) to 2030; ● All advance minimum payments are recoverable as a credit against the net smelter return royalty and net proceeds payment; ● Net smelter return of 1.5% for the earlier of the first five years following commencement of commercial production or until initial capital payback; ● Conversion to a 4.5% net smelter return after the earlier of five years or initial capital payback; and ● Net proceeds royalty of 8% of the net proceeds realized by Donlin Gold LLC commencing with the first quarter in which net proceeds are first realized. 33 NOVAGOLD RESOURCES INC.
Additionally, work done on the property since 2011 with respect to exploration, drilling, permitting, and minor mine design changes as a result of recent permitting activities are summarized in the updated content. A data verification exercise was completed by each Wood QP co-authoring the report.
Additionally, work done on the property since 2021 with respect to exploration, drilling, permitting, and minor mine design changes as a result of recent permitting activities are summarized in the updated content. A data verification exercise was completed by each Wood and Geosyntec QP co-authoring the report.
Sample collection, preparation, analysis and security for all Donlin Gold core drill programs are in line with industry-standard methods for gold deposits. ● Drill programs included insertion of blank, duplicate and SRM samples. ● Quality Assurance/Quality Control program results do not indicate any problems with the analytical programs. ● Data is subject to validation, which includes checks on surveys, collar coordinates, lithology data, and assay data.
Sample collection, preparation, analysis and security for all Donlin Gold core drill programs are in line with industry-standard methods for gold deposits. ● Drill programs included insertion of blank, duplicate and SRM samples. ● Quality Assurance/Quality Control program results do not indicate any problems with the analytical programs. 51 NOVAGOLD RESOURCES INC. ● Data is subject to validation, which includes checks on surveys, collar coordinates, lithology data, and assay data.
The property hosts a gold deposit currently estimated at 33.8 million ounces of proven and probable mineral reserves averaging 2.09 grams per tonne. The Company believes that significant exploration potential remains in the Donlin Gold district, with prospects to increase mine life and/or justify future production expansions. See Mineral Reserve and Mineral Resource Estimate , below.
The property hosts a gold deposit currently estimated at 32.8 million ounces of proven and probable mineral reserves averaging 2.02 grams per tonne. The Company believes that significant exploration potential remains in the Donlin Gold district, with prospects to increase mine life and/or justify future production expansions. See Mineral Reserve and Mineral Resource Estimate , below.
Support equipment will be used for road, bench, dump maintenance, and miscellaneous projects. Planned Processing Operations The Donlin Gold project ore will be processed by crushing and grinding, sulfide flotation concentration, concentrate treatment by pressure oxidation (“POX”) in an autoclave, CIL cyanide leaching of the oxidized concentrate, electrowinning, and refining to produce doré bars on site.
Support equipment will be used for road, bench, dump maintenance, and miscellaneous projects. 45 NOVAGOLD RESOURCES INC. Planned Processing Operations The Donlin Gold project ore will be processed by crushing and grinding, sulfide flotation concentration, concentrate treatment by pressure oxidation (“POX”) in an autoclave, CIL cyanide leaching of the oxidized concentrate, electrowinning, and refining to produce doré bars on site.
The Corps conducted, and at the end of May 2016 completed, a six-month public comment period for the draft EIS, including 17 public comment meetings in communities across the Y-K region and in Anchorage. The Corps received comments from federal and state agencies, local and tribal governments, Alaska Native organizations, businesses, special interest groups/NGOs, and individuals.
The Corps conducted, and at the end of May 2016 completed, a six-month public comment period for the draft EIS, including 17 public comment meetings in communities across the Y-K region and in Anchorage. The Corps received comments from federal and state agencies, local and tribal governments, Alaska Native organizations, businesses, special interest groups/NGOs, and individuals. 31 NOVAGOLD RESOURCES INC.
The active permits include ADNR temporary use of water; ADNR Application for Permit to Mine in Alaska (approval for the 2020, 2021, 2022, and 2023 drill programs), the Corps individual 404 and nationwide 26 permits; Alaska Department of Environmental Conservation (“ADEC”) authorizations (landfill, septic system, multisector stormwater general permit – sector G, air permit); and Federal Aviation Administration approval.
The active permits include Alaska Department of Natural Resources (“ADNR”) temporary use of water; ADNR Application for Permit to Mine in Alaska (approval for the 2020, 2021, 2022, 2023 and 2025 drill programs), the Corps individual 404 and nationwide 26 permits; Alaska Department of Environmental Conservation (“ADEC”) authorizations (landfill, septic system, multisector stormwater general permit – sector G, air permit); and Federal Aviation Administration approval.
After the filing of the draft EIS, the Corps issued a schedule for public meetings on the Donlin Gold draft EIS in the Yukon-Kuskokwim (Y-K) region and Anchorage, Alaska.
After the filing of the draft EIS, the Corps issued a schedule for public meetings on the Donlin Gold draft EIS in the Y-K region and Anchorage, Alaska.
Other permits were either put on hold, closed, or allowed to expire. 28 NOVAGOLD RESOURCES INC. On August 7, 2012, we announced that Donlin Gold commenced permitting of the project by submitting a draft Plan of Operations and Section 404 Clean Water Act (“CWA”) draft permit application to federal and state regulators.
Other permits were either put on hold, closed, or allowed to expire. On August 7, 2012, we announced that Donlin Gold commenced permitting of the project by submitting a draft Plan of Operations and Section 404 Clean Water Act (“CWA”) draft permit application to federal and state regulators.
Information that is used in the mineral resource and mineral reserve estimation process was reviewed and approved by appropriate qualified persons that prepared the content of the NI 43-101 and S-K 1300 reports for the Donlin Gold project.
Information that is used in the mineral resource and mineral reserve estimation process was reviewed and approved by appropriate QPs that prepared the content of the NI 43-101 and S-K 1300 reports for the Donlin Gold project.
The TKC SUA remains in effect through April 30, 2031, and on a year-to-year basis thereafter, so long as the Calista Mining Lease remains in effect. The Lyman Lease has an initial term of 20 years but shall be extended while Donlin Gold conducts operations on the property. 30 NOVAGOLD RESOURCES INC.
The TKC SUA remains in effect through April 30, 2031, and on a year-to-year basis thereafter, so long as the Calista Lease remains in effect. The Lyman Lease has an initial term of 20 years but shall be extended while Donlin Gold conducts operations on the property.
The mineral resources and mineral reserves are subject to our internal review process on an annual basis, which includes review by NOVAGOLD’s Qualified Person based in our corporate office in Salt Lake City, Utah, USA.
The mineral resources and mineral reserves are subject to our internal review process on an annual basis, which includes review by NOVAGOLD’s QP based in our corporate office in Salt Lake City, Utah, USA.
TKC owns and contributed to the SUA the corresponding surface estate over most of Calista’s subsurface estate included in the Calista Lease as well as some additional surface estate. The SUA with TKC provides Donlin Gold with rights to approximately 16,923 hectares of TKC-owned land. Lyman Resources in Alaska, Inc.
TKC owns and contributed to the SUA the corresponding surface estate over most of Calista’s subsurface estate included in the Calista Lease as well as some additional surface estate. The SUA with TKC provides Donlin Gold with rights to approximately 16,923 hectares of TKC-owned land. 32 NOVAGOLD RESOURCES INC.
The existing Bethel port is the northernmost medium-draft port in the United States and is served by ocean-going barges. The proposed port would serve as a trans-shipment point from ocean barges to river barges to supply the project during the summer ice-free period.
The existing Bethel port is the northernmost medium-draft port in the United States and is served by ocean-going barges. The proposed port would serve as a trans-shipment point from ocean barges to river barges to supply the project during the summer ice-free period. 47 NOVAGOLD RESOURCES INC.
Except for subsequent events or as otherwise noted, the disclosure in this Annual Report on Form 10-K of a scientific or technical nature for the Donlin Gold project is based on both the 2021 Technical Report and S-K 1300 Report, as of November 30, 2021. The S-K 1300 Report meets at least a pre-feasibility level.
Except for subsequent events or as otherwise noted, the disclosure in this Annual Report on Form 10-K of a scientific or technical nature for the Donlin Gold project is based on both the 2025 Technical Report and the 2025 Technical Report Summary, as of November 30, 2025. The 2025 Technical Report Summary meets at least a pre-feasibility level.
Power Natural gas will be delivered to site by an approximately 507-kilometer, 356-millimeter diameter pipeline to supply an on-site power generation facility. The S-K 1300 Report contemplates that the electric power for the site will be generated from a dual-fueled (natural gas and diesel), reciprocating engine power plant with a steam turbine utilizing waste heat recovery from the engines.
Power Natural gas will be delivered to site by an approximately 507-kilometer, 356-millimeter diameter pipeline to supply an on-site power generation facility. The 2025 Technical Report Summary contemplates that the electric power for the site will be generated from a dual-fueled (natural gas and diesel), reciprocating engine power plant with a steam turbine utilizing waste heat recovery from the engines.
The 2014 Amendment did not affect the lands subject to the Calista Lease as restated on February 11, 2011. 29 NOVAGOLD RESOURCES INC. On June 9, 2014, the Company announced that Donlin Gold and TKC reached an updated long-term SUA for the Donlin Gold project. The SUA with TKC grants non-exclusive surface use rights to Donlin Gold for mining activities.
The 2014 Amendment did not affect the lands subject to the Calista Lease as restated on February 11, 2011. On June 6, 2014, the Company announced that Donlin Gold and TKC reached an updated long-term SUA for the Donlin Gold project. The SUA with TKC grants non-exclusive surface use rights to Donlin Gold for mining activities.
BGC, Inc (“BGC”). performed geotechnical analyses for the design of the pit, waste rock facility (“WRF”), and TSF. The site-wide surface water and groundwater models developed by BGC, are based on extensive drill data and climatic information for the area. The groundwater model is currently being updated based on the field work completed in 2023.
Performed geotechnical analyses for the design of the pit, waste rock facility (“WRF”), and Tailings Storage Facility (“TSF”). The site-wide surface water and groundwater models developed by BGC, are based on extensive drill data and climatic information for the area. The groundwater model is currently being updated based on the field work completed in 2023.
The layout of the plant site was designed to take maximum advantage of the natural topography. The layout also provides for efficient movement of equipment and material products around the site. 39 NOVAGOLD RESOURCES INC.
The layout of the plant site was designed to take maximum advantage of the natural topography. The layout also provides for efficient movement of equipment and material products around the site.
As a consequence, silver is not included in the Mineral Resource and Mineral Reserve estimates, and no silver credit has been applied to the Donlin Gold project. ● To fund the $1,361 million reclamation and closure costs, the Donlin Gold project provides $412 million at closure by contributing to a Trust Fund commencing in Year -5 and continuing through the end of operations with annual contributions of $7.8 million.
As a consequence, silver is not included in the Mineral Resource and Mineral Reserve estimates, and no silver credit has been applied to the Donlin Gold project. ● To fund the $1,721 million reclamation and closure costs, the Donlin Gold project provides $895 million at closure by contributing to a Trust Fund commencing in Year -5 and continuing through the end of operations with annual contributions of $11.6 million.
The cost to maintain this financial assurance is assumed to be 0.4% of the total assured amount, annually. This equates to approximately $1.3 million per year, paid from the start of construction through the end of operations. ● No salvage is assumed at the end of operations.
The cost to maintain this financial assurance is assumed to be 0.4% of the total assured amount, annually. This equates to approximately $1.6 million per year, paid from the start of construction through the end of operations. ● No salvage is assumed at the end of operations. 50 NOVAGOLD RESOURCES INC.
Geotechnical and Hydrology A number of geotechnical and hydrological studies have been completed in support of at least pre-feasibility and environmental reports for Donlin Gold. Rowland Engineering Consultants performed the geotechnical assessments for the engineering to support design of the port site, airstrip, plant site and interconnecting roads.
Geotechnical and Hydrology A number of geotechnical and hydrological studies have been completed in support of at least pre-feasibility and environmental reports for Donlin Gold, including geotechnical assessments for the engineering to support design of the port site, airstrip, plant site and interconnecting roads. BGC, Inc (“BGC”).
Process testing generated development of the following conceptual flowsheet: ● conventional crushing and grinding; ● concentration by flotation; ● pressure oxidation of the concentrate in an autoclave; ● carbon-in-leach (“CIL”) cyanidation of the oxidized concentrate; ● carbon strip and regeneration circuits; ● gold electrowinning; and ● refining and production of doré bars. This processing concept incorporates proven commercial unit operations.
Process testing generated development of the following conceptual flowsheet: ● conventional crushing and grinding; ● concentration by flotation; ● pressure oxidation of the concentrate in an autoclave; ● carbon-in-leach (“CIL”) cyanidation of the oxidized concentrate; ● carbon strip and regeneration circuits; ● gold electrowinning; and ● refining and production of doré bars.
W., Seward Meridian, Kuskokwim and Mt. McKinley Recording Districts, Crooked Creek Mining District, Iditarod A-5 USGS 1:63,360 topography map. The mineralization is centered on approximately 540222.50 east and 6878534.36 north, using the NAD 83 datum.
The resource areas are within T. 23 N., R. 49. W., Seward Meridian, Kuskokwim and Mt. McKinley Recording Districts, Crooked Creek Mining District, Iditarod A-5 USGS 1:63,360 topography map. The mineralization is centered on approximately 540222.50 east and 6878534.36 north, using the NAD 83 datum.
Mineral Tenure The Calista Lease between Calista and Donlin Gold, includes subsurface (mineral) rights leased from Calista. Calista also owns the corresponding surface estate on a portion of these lands, the rights to which are also included in the Calista Lease. The Calista Lease provides Donlin Gold with rights to approximately 19,988 hectares of Calista-owned land.
Calista also owns the corresponding surface estate on a portion of these lands, the rights to which are also included in the Calista Lease. The Calista Lease provides Donlin Gold with rights to approximately 19,988 hectares of Calista-owned land.
The pit has been optimized at a gold price of $1,200 per ounce. ● Gold recovery is estimated to average 89.8% over the LOM based on work and testing performed for at least pre-feasibility study purposes. ● Doré refining and shipping charges were estimated at $1.21 per ounce based on escalating to 2020 the actual refining charges for Barrick’s Goldstrike operations and a quotation for transportation and insurance costs from the Donlin Gold project site to a U.S.-based refinery utilized in 2011.
The pit has been optimized at a gold price of $2,100 per ounce. ● Gold recovery is estimated to average 90.0% over the LOM based on work and testing performed for at least pre-feasibility study purposes. ● Doré refining and shipping charges were estimated at $1.56 per ounce based on escalating to 2025 the actual refining charges for large U.S.-based mining operations and a quotation for transportation and insurance costs from the Donlin Gold project site to a U.S.-based refinery utilized in 2011.
This included a September 2020 site visit by two of the report QPs; review of the geologic data, geologic model, and resource model; review of metallurgical test work; review of designs for mining, processing, and infrastructure, including minor design updates; update of capital and operating cost estimates utilizing a combination of cost indices and vendor quotations; and an updated economic analysis.
This included an August or September 2025 site visit by six of the report QPs; review of the drill and assay data, geologic data, geologic model, and resource model; review of metallurgical test work; review of designs for processing and infrastructure, including minor design updates; update of capital and operating cost estimates utilizing a combination of cost indices and vendor quotations; and updated mine designs, production schedule, and economic analysis.
Annual LOM gold production averages 1.13 million ounces per year over a production life of 27 years, including 1.46 million ounces per year for the first five full years of production. ● $1,500/oz gold price ● Current land and royalty agreements ● Initial and sustaining capital costs, and operating costs updated to first calendar quarter 2020 ● Tax payments in accordance with the Tax Cuts and Jobs Act enacted in December 2017 and effective January 1, 2018 ● $292 million LOM contributions for reclamation, closure, and financial assurance ● Financing has been assumed on a 100%, all equity, stand-alone basis ● Escalation/inflation has been excluded ● No salvage is assumed at the end of operations Based on the economic evaluation, the Donlin Gold project generates positive before and after-tax economic results.
Annual LOM gold production averages 1.1 million ounces per year over a production life of 27 years, including 1.4 million ounces per year for the first five full years of production. ● $2,100/oz gold price ● Current land and royalty agreements ● Initial and sustaining capital costs, and operating costs updated to fourth calendar quarter 2025 ● Tax payments in accordance with the Tax Cuts and Jobs Act (“TCJA”) enacted in December 2017 and largely effective January 1, 2018, and the One Big, Beautiful Bill Act (“OBBBA”) enacted in 2025, which extended or made permanent many TCJA provisions ● $423 million LOM contributions for reclamation, closure, and financial assurance ● Financing has been assumed on a 100%, all equity, stand-alone basis ● Escalation/inflation has been excluded ● No salvage is assumed at the end of operations Based on the economic evaluation, the Donlin Gold project generates positive before and after-tax economic results.
Metallurgy Sufficient metallurgical test work was completed under the direction of Barrick personnel to support the S-K 1300 Report. Gold is mainly carried by arsenopyrite. Variation is observed in processing behavior between intrusive rocks and sedimentary rocks, but less so between the geographical sources.
Graphitic carbon and carbonate minerals would also negatively affect the metallurgical process. 39 NOVAGOLD RESOURCES INC. Metallurgy Sufficient metallurgical test work was completed under the direction of Barrick personnel to support the S-K 1300 Report. Gold is mainly carried by arsenopyrite. Variation is observed in processing behavior between intrusive rocks and sedimentary rocks, but less so between the geographical sources.
Total after-tax cash flow is $13,145 million, after-tax NPV at a 5% discount rate is $3,040 million, and the after-tax internal rate of return is 9.2%. After-tax payback is achieved 7.3 years following the start of production. The following descriptions summarize selected information about the Company’s 50% interest in the Donlin Gold project located in Alaska, USA.
Total after-tax cash flow is $19,614 million, after-tax NPV at a 5% discount rate is $5,058 million, and the after-tax internal rate of return is 10.3%. After-tax payback is achieved 6.5 years following the start of production. The following descriptions summarize selected information about the Company’s 60% interest in the Donlin Gold project located in Alaska, USA.
Mineralization also remains open to the north of the planned pit and has been tested by shallow trenching and soil sampling, with limited drilling undertaken to date. Exploration potential at the Donlin Gold project also exists outside the areas that have been the subject of the mine design in the S-K 1300 Report.
Mineralization also remains open to the north of the planned pit and has been tested by shallow trenching and soil sampling, with limited drilling undertaken to date. Exploration potential also extends outside the areas that have been the subject of the mine design.
The new air quality permit was issued by ADEC on July 1, 2023. The final approvals of the Donlin Gold Reclamation Plan and the Waste Management Permit were issued by ADNR and ADEC, respectively on January 18, 2019. On September 18, 2023, Donlin Gold submitted timely applications to ADEC and ADNR for renewal of the approval and permit.
The final approvals of the Donlin Gold Reclamation Plan and the Waste Management Permit were issued by ADNR and ADEC, respectively on January 18, 2019. On September 18, 2023, Donlin Gold submitted timely applications to ADEC and ADNR for renewal of the approval and permit. On October 17, 2023, ADEC administratively extended the Waste Management Permit pending renewal.
Gold-bearing zones exhibit strong structural and host rock control along north–northeast-trending fracture zones and are best developed where those zones intersect relatively competent host rocks. Mineralized material is most abundant in intrusive dikes and sills, but sedimentary rocks are also mineralized within strong fracture zones.
Gold deposits are associated with an extensive Late Cretaceous–Early Tertiary gold–arsenic–antimony–mercury hydrothermal system. Gold-bearing zones exhibit strong structural and host rock control along north–northeast-trending fracture zones and are best developed where those zones intersect relatively competent host rocks. Mineralized material is most abundant in intrusive dikes and sills, but sedimentary rocks are also mineralized within strong fracture zones.
The pit designs and Mineral Reserves were based on the Measured and Indicated Mineral Resource estimates that were verified as remaining current.
The pit designs and mineral reserves were based on the measured and indicated mineral resource estimates.
Except for events subsequent to the reports, or as otherwise stated or implied, the scientific and technical information regarding the Donlin Gold project in this Annual Report on Form 10-K is based on both the 2021 Technical Report and the S-K 1300 Report. Property Description and Location 27 NOVAGOLD RESOURCES INC.
Except for events subsequent to the reports, or as otherwise stated or implied, the scientific and technical information regarding the Donlin Gold project in this Annual Report on Form 10-K is based on both the 2025 Technical Report and the 2025 Technical Report Summary.
Proposed Waste Rock Facility (WRF) Waste rock from open pit mining will be placed in an ex-pit WRF in the American Creek Valley, east of the pit area, or in a backfill dump in the ACMA pit. The ultimate footprint of the WRF covers an area of approximately 9 square kilometers.
Proposed Waste Rock Facility (WRF) Waste rock from open pit mining will be placed in an ex-pit WRF in the American Creek Valley, east of the pit area, or in a backfill dump in the ACMA pit. Approximately 2,318 Mt of waste rock (including overburden) will be placed in the WRF.
Additionally, work done since 2011 on the property with respect to exploration, drilling, permitting and minor project design changes as a result of recent permitting activities are summarized in the S-K 1300 Report. A data verification exercise was completed by each Wood QP co-authoring the S-K 1300 Report.
Additionally, work done since 2021 on the property with respect to exploration, drilling, permitting and minor project design changes as a result of recent permitting activities are summarized in the 2025 Technical Report Summary. A data verification exercise was completed by Wood and Geosyntec QPs.
Pursuant to the LLC Agreement, the Company agreed to reimburse Barrick out of future mine production cash flow for a portion of Barrick’s prior expenditures on the Donlin Gold project. As of November 30, 2024, the promissory note, including accrued interest, amounted to approximately $151.5 million. Funding for the project is currently shared by both parties on a 50/50 basis.
Pursuant to the LLC Agreement, the Company agreed to reimburse Barrick out of future mine production cash flow for a portion of Barrick’s prior expenditures on the Donlin Gold project. As of November 30, 2025, the promissory note, including accrued interest, amounted to approximately $166.3 million.
Paul Chilson, P.E., a Qualified Person and an employee of the Company, has approved the mineral reserves and mineral resources included in this Annual Report on Form 10-K as of November 30, 2024 and reviewed the reserves and resources in the S-K 1300 Report and confirmed that the reserves and resources remain current as of November 30, 2024.
Paul Chilson, P.E., a QP and an employee of the Company, has approved the mineral reserves and mineral resources included in this Annual Report on Form 10-K as of November 30, 2025 and reviewed the reserves and resources in the 2025 Technical Report and the 2025 Technical Report.
Wood QPs verified that the updated content of the 2011 Mining Study met at least pre-feasibility level of study as defined in S-K 1300, and it supports the disclosure of exploration results, Mineral Resources, and Mineral Reserves using S-K 1300 standards. The S-K 1300 Report is available on the Company’s website and on EDGAR at www.sec.gov.
Wood and Geosyntec QPs verified that the updated content of the 2021 Technical Report Summary met at least pre-feasibility level of study as defined in S-K 1300, and it supports the disclosure of exploration results, mineral resources, and mineral reserves using S-K 1300 standards.
The economic evaluation of the Donlin Gold project in both the 2021 Technical Report and the S-K 1300 Report was updated using the following inputs: ● A production plan based on the 2011 Mining Study of 53,500 t/d open pit gold mine with ore processing by means of flotation, pressure oxidation, and cyanidation.
The economic evaluation of the Donlin Gold project in both the 2025 Technical Report and the 2025 Technical Report Summary was updated using the following inputs: ● An updated open pit production plan based on 53,500 t/d ore processing by means of crushing, grinding, flotation, pressure oxidation, cyanidation and doré production.
On August 31, 2021, the Company voluntarily filed an updated NI 43-101 technical report for the Donlin Gold project in Alaska, USA, and titled “ NI 43-101 Technical Report on the Donlin Gold Project, Alaska, USA ,” with an effective date of June 1, 2021 (“2021 Technical Report”) reflecting the results of the above exercise.
On January 22, 2026, the Company filed an updated NI 43-101 technical report for the Donlin Gold project in Alaska, USA, and titled “ NI 43-101 Technical Report on the Donlin Gold Project, Alaska, USA ,” with an effective date of November 30, 2025 (the “2025 Technical Report”) reflecting the results of the above exercise.
The Donlin Gold project currently has an all-season, soft-sided camp. An adjacent 1,500-meter airstrip is capable of handling aircraft as large as L-100 Hercules (approximate cargo capacity of 19,050 kilograms), allowing efficient shipment of personnel, some heavy equipment, and supplies.
The Donlin Gold project currently has an all-season, soft-sided camp. An adjacent 1,500-meter airstrip is capable of handling aircraft as large as C-130 Hercules (with a payload of 18,000 kg), allowing efficient shipment of personnel, some heavy equipment, and supplies.
Lyman Resources, the Lyman family, and Donlin Gold executed a Surface Lease and Assignment of Mining Lease effective May 9, 2012, leasing the Lyman surface estate and assigning the Lyman placer lease within the Calista Lease area to Donlin for Project mining use (the “Lyman Lease”).
(“Lyman Resources”), the Lyman family and Donlin Gold LLC executed a Surface Lease and Assignment of Mining Lease assigning the Lyman placer lease, located within the Calista Lease area, to Donlin Gold LLC for mining use (the “Lyman Lease”).
Donlin Gold Project, Alaska, USA The Donlin Gold project is a development-stage gold project held by Donlin Gold, a limited liability company that is owned 50% by the Company’s wholly-owned subsidiary, NOVAGOLD Resources Alaska Inc., and 50% by Barrick’s wholly-owned subsidiary, Barrick Gold U.S. Inc.
Donlin Gold Project, Alaska, USA The Donlin Gold project (the “Project”) is a development-stage gold project held by Donlin Gold, a limited liability company that is owned 60% by the Company’s wholly-owned subsidiary, NOVAGOLD Resources Alaska Inc., and 40% by Donlin Gold Holdings LLC, a subsidiary of Paulson.
BGC, CEMI, Hatch Ltd., and SRK, Inc. provided hydrologic studies, design criteria and associated test work for the water treatment plant requirements during construction, operations, and closure. Lorax Environmental performed water quality modeling for the post closure pit lake. Exploration Potential The mineral resource defined in the S-K 1300 Report is confined to a portion of the property.
BGC, CEMI, Hatch Ltd., and SRK, Inc. provided hydrologic studies, design criteria and associated test work for the water treatment plant requirements during construction, operations, and closure. Lorax Environmental performed water quality modeling for the post closure pit lake.
Local Geology The Donlin Gold deposits lie between two regional, northeast-trending, right lateral fault systems: the Denali-Farewell fault system to the south and the Iditarod-Nixon Fork fault system to the north. Undivided Kuskokwim Group sedimentary rocks and granite porphyry complexes are the main rock units.
Intermediate composition volcano-plutonic complexes intrude and overlie Kuskokwim Group rocks throughout the region. Local Geology The Donlin Gold deposits lie between two regional, northeast-trending, right lateral fault systems: the Denali-Farewell fault system to the south and the Iditarod-Nixon Fork fault system to the north.
The 2021 Technical Report and the S-K 1300 Report do not incorporate the latest Donlin Gold optimization work on the geologic modeling concepts or other optimization work since these assessments are still underway. The 2021 Technical Report was filed on EDGAR and SEDAR+ on August 31, 2021. The S-K 1300 Report was filed on EDGAR on January 26, 2022.
The 2025 Technical Report and the 2025 Technical Report Summary do not incorporate the latest Donlin Gold drill program, optimization work on the geologic modeling concepts, or other optimization work since these assessments are still underway. The 2025 Technical Report was filed on SEDAR+ on January 22, 2026.
Water primarily will be sourced from the two drainages (American and Anaconda Creeks) within the mine footprint and pit dewatering. In some years, the water supply from these sources may not be able to meet the makeup water requirements for the plant. In these circumstances, additional water will be obtained primarily from a proposed reservoir in Snow Gulch.
In extremely dry years, the water supply from these sources may not be able to meet the makeup water requirements for the plant. In these circumstances, additional water will be obtained primarily from a proposed reservoir in Snow Gulch.
Estimates were prepared for all the individual elements of cash revenue and cash expenditures for ongoing operations. ● Estimated cash flows from revenue are based on a gold price of $1,500 per ounce.
For discounted cash flow (or NPV) purposes, the model commences in Year -6. Estimates were prepared for all the individual elements of cash revenue and cash expenditures for ongoing operations. ● Estimated cash flows from revenue are based on a gold price of $2,100 per ounce.
The Donlin Gold deposits are situated approximately 62°North latitude and 158°West longitude, which is 450 km west of Anchorage and 250 km northeast of Bethel up the Kuskokwim River. The closest village is the community of Crooked Creek, approximately 20 km to the south, on the Kuskokwim River. The resource areas are within T. 23 N., R. 49.
Property Description and Location The Donlin Gold deposits are situated approximately 61°86’ north latitude and 158°13’ west longitude, which is 450 km west of Anchorage and 250 km northeast of Bethel up the Kuskokwim River. The closest village is the community of Crooked Creek, approximately 20 km to the south, on the Kuskokwim River. 30 NOVAGOLD RESOURCES INC.
Donlin Gold Technical Report Summary (S-K 1300 Report) The Company is a registrant with the SEC and is reporting its exploration results, Mineral Resources, and Mineral Reserves using the mining disclosure standards of S-K 1300.
The 2025 Technical Report was prepared by Wood and Geosyntec. The 2025 Technical Report is available on the Company’s website and on SEDAR+ at www.sedarplus.ca. Donlin Gold Technical Report Summary (S-K 1300) The Company is a registrant with the SEC and is reporting its exploration results, mineral resources or mineral reserves using the mining disclosure standards of S-K 1300.
A port-to-mine access road (Jungjuk road), approximately 48 kilometers long, will traverse varied terrain from the Jungjuk port site to the mine site. A spur road, approximately 4.8 kilometers long, will serve the proposed project airstrip.
A port-to-mine access road, approximately 44 kilometers long, will traverse varied terrain from the Jungjuk port site to the mine site. A spur road, approximately 4.8 kilometers long, beginning at route km 8.7, will serve the proposed project airstrip. The mine permanent camp facilities will be located at 3.9 km from the mine site.
Mineral Reserve and Mineral Resource Estimates The mineral reserves for the Donlin Gold project were classified using criteria appropriate under the mining disclosure definitions and standards of NI 43-101 and S-K 1300 with an effective date of April 27, 2021 and are current as of November 30, 2024.
This processing concept incorporates proven commercial unit operations. 40 NOVAGOLD RESOURCES INC. Mineral Resource and Mineral Reserve Estimates The mineral resources and mineral reserves for the Donlin Gold project were classified using criteria appropriate under the mining disclosure definitions and standards of NI 43-101 and S-K 1300 with an effective date of November 30, 2025.
Current Activities For information on current activities, see section Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations , below. 41 NOVAGOLD RESOURCES INC. Change in Mineral Resources and Reserves from 2023 to 2024 There were no changes in reported mineral resources and reserves reported for the years ended November 30, 2024 and 2023.
Current Activities For information on current activities, see section Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations , below. Change in Mineral Resources and Reserves from 2024 to 2025 The following table is the variance of the Donlin Gold project’s Mineral Resources Exclusive of Reserves from November 30, 2024 to November 30, 2025.
Updated capital costs are based on first calendar quarter 2020 pricing (cost indices and current commodity pricing and equipment quotes) applied to the engineering designs and material take-offs from the 2011 Mining Study, except for minor changes made during permitting in the operations water treatment plant and the natural gas pipeline.
Updated capital costs are based on fourth calendar quarter 2025 pricing (cost indices and current commodity pricing and equipment quotes) applied to the engineering designs and material take-offs from the “Donlin Creek Gold Project Alaska, USA NI 43-101 Technical Report on the Second Updated Feasibility Study,” effective November 18, 2011, and amended January 20, 2012 (the “2011 Mining Study”), except for minor changes made during permitting in the operations water treatment plant and the natural gas pipeline.
Likewise, the total sustaining capital estimate is $1,723 million, which is an increase of 14.6% or $219 million compared to the 2011 Mining Study total sustaining capital estimate. The 2011 Mining Study operating costs were updated to first calendar quarter 2020 by updating key cost drivers like energy, labor, consumables, and freight.
Likewise, the total sustaining capital estimate is $2,325 million, which is an increase of 34.9% or $602 million compared to the 2021 Technical Report Summary total sustaining capital estimate. The 2021 Technical Report Summary operating costs were updated to fourth calendar quarter 2025 by updating key cost drivers like energy, labor, consumables, and freight.
After a public notice and comment period, ADEC issued a Certificate of Reasonable Assurance under CWA Section 401 on August 10, 2018, indicating that the CWA 404 permit complies with the state’s water quality standards. The Alaska Pollutant Discharge Elimination System (APDES) water discharge permit was issued by ADEC on May 24, 2018 and became effective on July 1, 2018.
Several major State of Alaska permits were also issued and advanced during 2018 through 2023. After a public notice and comment period, ADEC issued a Certificate of Reasonable Assurance under CWA Section 401 on August 10, 2018, indicating that the CWA 404 permit complies with the state’s water quality standards.
Reference should be made to the full text of the 2021 Technical Report which is available for review on SEDAR+ at www.sedarplus.ca and the S-K 1300 Report which is available for review on EDGAR at www.sec.gov. 26 NOVAGOLD RESOURCES INC.
Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the 2025 Technical Report which is available for review on SEDAR+ at www.sedarplus.ca and the 2025 Technical Report Summary which is available for review on EDGAR at www.sec.gov. 29 NOVAGOLD RESOURCES INC.
The Company requested that Wood prepare a Technical Report Summary of the Donlin Gold project, Alaska, USA using the standards of S-K 1300 and it is titled “ S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA ” (“S-K 1300 Report”), current as of November 30, 2021, with a report date of November 30, 2021.
The Company requested that Wood and Geosyntec update content in its previously filed “ S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA ”, with a report date of November 30, 2021 (the “2021 Technical Report Summary”).
As a result of the content updates, the total initial capital cost estimate is $7,402 million, which is an increase of 10.8% or $723 million compared to the 2011 Mining Study total initial capital cost estimate.
As a result of the content updates, the total initial capital cost estimate is $9,233 million, which is an increase of 24.7% or $1,831 million compared to the 2021 Technical Report Summary total initial capital cost estimate.
The Company’s book value of its investment in the Donlin Gold project is $2.7 million as of November 30, 2024. The Company entered into the limited liability company agreement with Barrick (“LLC Agreement”) dated December 1, 2007, which provided for the creation of Donlin Gold, that is jointly owned by the Company and Barrick on a 50/50 basis.
The Company’s book value of its investment in the Donlin Gold project is $213.2 million as of November 30, 2025. Prior to June 3, 2025, Donlin Gold was owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick since December 1, 2007 when the Company entered into the limited liability company agreement with Barrick (“LLC Agreement”).
Donlin Gold submitted its application to ADEC for the regularly scheduled re-issuance of its APDES permit, which originally was to expire in January 2024, but has been administratively extended pending renewal. The State of Alaska Department of Fish and Game (“ADFG”) issued Title 16 Fish Habitat permits for the mine area and transportation corridor on August 30, 2018.
The Alaska Pollutant Discharge Elimination System (“APDES”) water discharge permit was issued by ADEC on May 24, 2018 and became effective on July 1, 2018. Donlin Gold submitted its application to ADEC for the regularly scheduled re-issuance of its APDES permit, which originally was to expire in January 2024, but has been administratively extended pending renewal.
Exploration potential in the vicinity of the open pit design in the S-K 1300 Report includes extensions along strike to the East ACMA, Lewis, and Crooked Creek areas. Mineralization remains open at depth under the current pit limits.
Exploration Potential Exploration potential in the vicinity of the Project open pit designs include extensions to the south and west of ACMA and to the north and east of Lewis. Mineralization remains open at depth under the current pit limits.
Outside of verifying the Mineral Resource and Mineral Reserve estimates, the primary efforts in the 2021 Technical Report and the S-K 1300 Report were financial and permitting updates. This includes updates to estimated capital costs, operating costs, reclamation and closure costs, royalties, taxes, and economic analysis, as well as current status of the permits.
This includes updates to estimated capital costs, operating costs, reclamation and closure costs, royalties, taxes, and economic analysis, as well as current status of the permits.
Property Geology Greywacke is dominant in the northern part of the area (“northern resource area” comprising Lewis, Queen, Rochelieu, and Akivik), while shale-rich units are common in the southern part of the area (“southern resource area” comprising South Lewis and ACMA). 33 NOVAGOLD RESOURCES INC. Gold deposits are associated with an extensive Late Cretaceous–Early Tertiary gold–arsenic–antimony–mercury hydrothermal system.
Undivided Kuskokwim Group sedimentary rocks and granite porphyry complexes are the main rock units. 38 NOVAGOLD RESOURCES INC. Property Geology Greywacke is dominant in the northern part of the area (“northern resource area” comprising Lewis, Queen, Rochelieu, and Akivik), while shale-rich units are common in the southern part of the area (“southern resource area” comprising South Lewis and ACMA).
(3) The cut-off date for the sample database used in the resource estimate is November 1, 2009. However, more recent drilling data was used to validate the resource model as remaining current.
Mineral Resources are prepared in accordance with the definitions in the S-K 1300. 5. The cut-off date for the sample database used in the Mineral Resource estimate is 31 December 2024. However, more recent drilling data up to 30 November 2025 was used to validate the Mineral Resource model as remaining current. 6.
One permit authorizes the compressor station, and the other permit authorizes the section of the pipeline ROW in the Refuge. On November 1, 2022, ADNR finalized approval of the proposed re-location plan for public easements in the mine site and transportation facility areas.
On November 1, 2022, ADNR finalized approval of the proposed re-location plan for public easements in the mine site and transportation facility areas. The Project is working to secure a land agreement from CIRI for the remaining piece of the ROW for the natural gas pipeline.
See “ Section 11: Mineral Resource Estimates ” of the S-K 1300 Report. (5) Rounding may result in apparent summation differences between tonnes, grade and contained metal content. (6) Tonnage and grade measurements are in metric units. Contained gold ounces are reported as troy ounces.
Tonnage and grade measurements are in metric units. Contained gold ounces are reported as troy ounces. 13. Rounding may result in summation differences between tonnes, grade, and contained metal content. 41 NOVAGOLD RESOURCES INC. Mineral Resources inclusive of Mineral Reserves are summarized in the table below.
(4) Rounding may result in apparent summation differences between tonnes, grade and contained metal content. (5) Mineral reserves are reported on a 100% ownership basis and a 50% ownership basis. The 50% basis is attributable to NOVAGOLD through their 50% ownership interest in the joint venture that owns the mineral rights and manages the Donlin Gold project.
Mineral Resources are reported on a 100% ownership basis and a 60% ownership basis. The 60% basis is attributable to NOVAGOLD through their 60% ownership interest in the joint venture that owns the mineral rights and manages the Donlin Gold project property. 2. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeDuring the fiscal year ended November 30, 2024, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act. Donlin Gold LLC is the operator of the Donlin Gold project.
Biggest changeDuring the fiscal year ended November 30, 2025, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act. Donlin Gold LLC is the operator of the Donlin Gold project.
Donlin Gold LLC is not a “subsidiary” of the Company for purposes of Section 1503(a) of the Dodd-Frank Act because the Company does not control Donlin Gold LLC. 42 NOVAGOLD RESOURCES INC. PART II
Donlin Gold LLC is not a “subsidiary” of the Company for purposes of Section 1503(a) of the Dodd-Frank Act because the Company does not control Donlin Gold LLC. 52 NOVAGOLD RESOURCES INC. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

105 edited+29 added−7 removed29 unchanged
Biggest changeComment is restricted to holders of common shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the United States for tax purposes, (ii) is a “qualifying person” under and entitled to the benefits of the Convention, (iii) holds all common shares as capital property, (iv) deals at arm’s length with and is not affiliated with NOVAGOLD, (v) does not and is not deemed to use or hold any common shares in a business carried on in Canada, (vi) is not an insurer that carries on business in Canada and elsewhere and (vii) is not an “authorized foreign bank” (as defined in the Canadian Tax Act) (each such holder, a “U.S.
Biggest changeThis summary applies only to a holder who is a beneficial owner of our common shares and who, at all relevant times, for the purposes of the Canadian Tax Act and the Convention, (i) is not resident or deemed to be resident, nor has ever been resident, in Canada, (ii) is resident solely in the United States for tax purposes, (iii) is a “qualifying person” under and entitled to the benefits of the Convention, (iv) holds all common shares as capital property, (v) deals at arm’s length with and is not affiliated with NOVAGOLD, (vi) does not and is not deemed to use or hold any common shares in a business carried on in Canada (including an adventure or concern in the nature of trade), (vii) is not an insurer that carries on business in Canada and elsewhere, (viii) is not an “authorized foreign bank” (as defined in the Canadian Tax Act), (ix) has not entered into, and will not enter into, a “derivative forward agreement”, “synthetic equity arrangement” or “synthetic disposition arrangement” (each as defined in the Canadian Tax Act) in respect of the common shares and (x) does not have and has not had, at any time, a “permanent establishment” (as defined in the Convention) of any kind in Canada.
Federal Income Tax Rules Not Addressed This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including U.S.
U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including U.S.
For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.
For purposes of the PFIC income test and the PFIC asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.
Holder that makes a Mark-to-Market Election will recognize ordinary income or loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).
Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).
Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning because such stock is not marketable.
Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable stock.
Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S.
Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S.
The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules. Information Reporting, Backup Withholding Tax Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S.
The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules. Information Reporting and Backup Withholding Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S.
Resident Holder’s common shares will not constitute “taxable Canadian property” of such holder at a particular time at which the common shares are listed on a “designated stock exchange” (as defined in the Canadian Tax Act) (which currently includes the TSX and NYSE American) unless both of the following conditions are concurrently met: (i) at any time during the 60‑month period that ends at the particular time, 25% or more of the issued shares of any class or series of the capital stock of NOVAGOLD were owned by or belonged to one or any combination of: a. the U.S.
Resident Holder’s common shares will not constitute “taxable Canadian property” of such holder at a particular time provided the common shares are listed on a “designated stock exchange” (as defined in the Canadian Tax Act) (which currently includes the TSX and NYSE American) at that time unless both of the following conditions are concurrently met: (i) at any time during the 60‑month period that ends at the particular time, 25% or more of the issued shares of any class or series of the capital stock of NOVAGOLD were owned by or belonged to one or any combination of: a. the U.S.
Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such common shares.
Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s adjusted tax basis in such common shares.
The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S.
The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S.
Holder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder's income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.
Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid or accrued (whether directly or through withholding) by a U.S. Holder during a year.
Holder” is a beneficial owner of common shares that, for U.S. federal income tax purposes, is (a) a citizen or individual resident of the United States for U.S. federal income tax purposes; (b) a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia; (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income; or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.
Holder” is a beneficial owner of common shares that, for U.S. federal income tax purposes, is (a) a citizen or individual resident of the United States; (b) a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, that is created in or organized under the laws of the United States or any state in the United States, or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income tax regardless of the source of such income; or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.
“Gross income” generally includes all revenues less the cost of goods sold plus income from investments and from incidental or outside operations or sources, and “passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.
“Gross income” generally includes all sales revenues less the cost of goods sold plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.
Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, a U.S.
Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company.
This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. U.S. Holders For purposes of this section, a “U.S.
This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. U.S. Holders For purposes of this summary, a “U.S.
Resident Holder”). Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including certain limited liability companies) may not in all circumstances be entitled to the benefits of the Convention.
Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including certain limited liability companies) may not in all circumstances be entitled to the benefits of the Convention.
The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if it is made for the first year in the U.S.
The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S.
The Treasury Department has recently released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations. Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S.
The Treasury Department has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations. Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S.
Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts.
Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts.
Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S.
Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (i) net short-term capital gain, and “ordinary earnings” are the excess of (a) “earnings and profits” over (ii) net capital gain. A U.S.
If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimus quantities, on at least 15 days during each calendar quarter. Each U.S.
If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Each U.S.
Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year.
Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a timely-filed U.S. federal income tax return for such year. If a U.S.
Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax considerations, which may differ materially from those set out herein. 43 NOVAGOLD RESOURCES INC.
Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax considerations, which may differ materially from those set out herein. 53 NOVAGOLD RESOURCES INC.
Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes.
Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed under U.S. federal income tax principles.
Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or subsidiary) concerning its PFIC status or that the Company (and any subsidiary) was not, or will not be, a PFIC for any tax year. U.S.
Consequently, there can be no assurance that the IRS will not challenge any determination made by the Company (or subsidiary) concerning its PFIC status or that the Company (and any subsidiary) was not, or will not be, a PFIC for any tax year. U.S.
Holder (as defined below) arising from and relating to the acquisition, ownership and disposition of common shares. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S.
This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from or relating to the acquisition, ownership and disposition of common shares.
The common shares generally will be “marketable stock” if they are regularly traded on (a) a national securities exchange that is registered with the SEC; (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934; or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced; and (ii) the rules of such foreign exchange ensure active trading of listed stocks.
The common shares generally will be “marketable stock” if the common shares are regularly traded on (a) a national securities exchange that is registered with the SEC; (b) the national market system established pursuant to Section 11A of the Securities and Exchange Act of 1934; or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced; and (ii) the rules of such foreign exchange effectively promote active trading of listed stocks.
If an entity or other arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences applicable to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners).
If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds or is the beneficial owner of common shares, the U.S. federal income tax consequences applicable to such entity and the partners (or other owners or participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status of such partners (or owners or participants).
Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax.
Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons, such as U.S. Holders that are corporations, generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax.
This summary is based on the information contained in this Form 10-K, the current provisions of the Canadian Tax Act and the Convention in effect as of the date prior to the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“Proposed Amendments”), and the administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof.
This summary is based on the information contained in this Form 10-K, the current provisions of the Canadian Tax Act and the Convention in effect as of the date prior to the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“Proposed Amendments”), and counsel’s understanding of the administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA and publicly available prior to the date hereof.
Dividends on common shares A U.S. Resident Holder to whom NOVAGOLD pays or credits or is deemed to pay or credit a dividend on such holder’s common shares will generally be subject to Canadian withholding tax, and NOVAGOLD will be required to withhold the tax from the dividend and remit it to the CRA for the holder’s account.
Resident Holder to whom NOVAGOLD pays or credits or is deemed to pay or credit a dividend on such holder’s common shares will generally be subject to Canadian withholding tax, and NOVAGOLD will be required to withhold the tax from the dividend and remit it to the CRA for the holder’s account.
Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621. 49 NOVAGOLD RESOURCES INC. In addition, a U.S.
Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621. In addition, a U.S.
Holder may terminate this deemed PFIC status with respect to the common shares by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such common shares were sold on the last day of the last tax year for which the Company was a PFIC.
Holder may terminate this deemed PFIC status with respect to the common shares by electing to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which the Company was a PFIC.
Resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized by such holder on a disposition of such common shares, provided the value of such common shares is not derived principally from real property situated in Canada (within the meaning of the Convention). U.S.
Resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized by such holder on a disposition of such common shares, provided the value of such common shares is not derived principally from real property situated in Canada (within the meaning of the Convention). 54 NOVAGOLD RESOURCES INC. U.S.
Holder that is not a corporation must treat any such interest paid as “personal interest”, which is not deductible. 47 NOVAGOLD RESOURCES INC. If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S.
Holder that is not a corporation must treat any such interest paid as “personal interest”, which is not deductible. If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S.
Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC. 48 NOVAGOLD RESOURCES INC. Mark-to-Market Election A U.S. Holder may make a Mark-to-Market Election only if the common shares are marketable stock.
Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC. Mark-to-Market Election A U.S. Holder may make a Mark-to-Market Election with respect to the common shares only if the common shares are marketable stock.
Holder in connection with the ownership of common shares, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time).
Holder in foreign currency, or payment received on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time).
Holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest”, which is not deductible. A U.S.
Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest”, which is not deductible. A U.S.
Holder that makes a QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S.
Holder that makes a timely and effective QEF Election with respect to the Company generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S.
Holders will continue to be subject to the rules discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S. Holders do not obtain the required information to file a QEF Election. U.S.
Holders will continue to be subject to the default rules of Section 1291 of the Code discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S. Holders do not obtain the required information to file a QEF Election. U.S.
Holder’s tax basis in the common shares and thereafter as a gain from the sale or exchange of such common shares (see “Sale or Other Taxable Disposition of Common Shares” below). However, the Company does not intend to maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S.
Holder’s adjusted tax basis in the common shares and thereafter as a gain from the sale or exchange of such common shares (see “ Sale or Other Taxable Disposition of Common Shares ” below). However, the Company does not intend to maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S.
Department of the Treasury (whether final, temporary or proposed) (“Treasury Regulations”), U.S. court decisions, published rulings and administrative positions of the IRS, and the Convention, that are applicable and, in each case, in effect as of the date of this document.
Treasury Regulations (whether final, temporary or proposed) promulgated thereunder (“Treasury Regulations”), U.S. court decisions, published rulings and administrative positions of the IRS, and the Convention, that are applicable and, in each case, in effect as of the date of this document.
Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (c) have a “functional currency” other than the U.S. dollar; (d) own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale or other integrated transaction; (e) acquired common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (f) hold common shares other than as a capital asset (generally property held for investment purposes) within the meaning of Section 1221 of the Code; (g) are subject to special tax accounting rules with respect to their common shares; (h) own, directly, indirectly or by attribution, 10% or more, by voting power or value, of the outstanding shares of the Company; (i) are partnerships and other pass-through entities (and investors in such partnerships and entities); (j) are S corporations (and shareholders therein); (k) are subject to the alternative minimum tax; (k) are U.S. expatriates or former long term residents of the United States; or (l) hold common shares in connection with a trade or business, permanent establishment, or fixed base outside the United States.
Holders that: (a) are tax-exempt entities, qualified retirement plans, individual retirement accounts or other tax-deferred accounts; (b) are banks, financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies; (c) are broker-dealers, dealers or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own common shares as part of a straddle, hedge, conversion transaction, constructive sale or other integrated transaction for U.S. federal income tax purposes; (f) acquired common shares in connection with the exercise or cancellation of employee stock options or otherwise as compensation for services; (g) hold common shares other than as a capital asset (generally property held for investment purposes) within the meaning of Section 1221 of the Code; (h) are subject to special tax accounting rules with respect to their common shares; (i) own, directly, indirectly or by attribution, 10% or more, by voting power or value, of the outstanding shares of the Company; (j) are partnerships or other pass-through entities (and partners or other owners thereof); (k) are S corporations (and shareholders thereof); (l) are U.S. expatriates or former long-term residents of the United States; or (m) hold common shares in connection with a trade or business, permanent establishment, or fixed base outside the United States.
However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S.
Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S.
A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. U.S. Holders should consult their own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.
A timely Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.
Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares trade on the NYSE American and on the Toronto Stock Exchange (“TSX”) under the symbol “NG.” On January 13, 2025, there were 545 holders of record of our shares, which does not include shareholders for which shares are held in nominee or street name.
Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares trade on the NYSE American and on the Toronto Stock Exchange (“TSX”) under the symbol “NG.” On January 16, 2026, there were 544 holders of record of our shares, which does not include shareholders for which shares are held in nominee or street name.
No ruling from the U.S. Internal Revenue Service (the “IRS”) or legal opinion from legal counsel has been requested, or will be obtained, regarding the potential U.S. federal income tax considerations applicable to U.S. Holders as discussed in this summary.
Internal Revenue Service (the “IRS”) or legal opinion from legal counsel has been requested, or will be obtained, regarding the U.S. federal income tax considerations applicable to U.S. Holders discussed in this summary.
A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S.
A QEF Election is made on a shareholder-by-shareholder basis and will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S.
Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.
Any amounts withheld under the U.S. backup withholding tax rules generally will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. 61 NOVAGOLD RESOURCES INC.
Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as discussed below) in the tax year of distribution or in the preceding tax year.
Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. A dividend generally will be taxed to a U.S.
Holder who acquires common shares from a decedent will not receive a “step up” in tax basis of such common shares to fair market value unless such decedent had a timely and effective QEF Election in place. Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC.
Holder who acquires common shares from a decedent generally will not receive a “step up” in tax basis of such common shares to fair market value unless such decedent had a timely and effective QEF Election in place. Special rules also apply to the amount of foreign tax credit that a U.S.
Partners of entities that are classified as partnerships (and owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences relating to the acquisition, ownership and disposition of common shares. Tax Consequences Other than U.S.
Partners (or owners or participants) of entities or arrangements that are classified as partnerships or as “pass-through” entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences relating to the acquisition, ownership and disposition of common shares. U.S.
Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of common shares will generally be subject to information reporting and backup withholding tax if a U.S. Holder (a) fails to furnish such U.S.
Payments made within the United States or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of common shares will generally be subject to information reporting and backup withholding tax, currently at the rate of 24%, if a U.S. Holder (a) fails to furnish such U.S.
Holders who use the accrual method of tax accounting. U.S. Holders should consult their own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning and disposing of foreign currency.
Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own tax advisors regarding the U.S. federal income tax consequences of receiving, owning and disposing of foreign currency.
Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares.
Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a timely and effective QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares. 58 NOVAGOLD RESOURCES INC.
In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
In addition, for purposes of the PFIC income test and PFIC asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
The discussion below is qualified accordingly. Currency conversion Generally, for the purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of common shares (including dividends, adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the Canadian Tax Act.
Currency conversion Generally, for the purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of common shares (including dividends, adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the Canadian Tax Act. Dividends on common shares A U.S.
Members of or holders of an interest in such an entity that holds common shares should consult their own tax advisers regarding the extent, if any, to which the benefits of the Convention will apply to the entity in respect of its common shares.
Members of or holders of an interest in such an entity that holds common shares should consult their own tax advisors regarding the extent, if any, to which the benefits of the Convention will apply to the entity in respect of its common shares. Generally, a U.S.
For example, under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares. In any year in which the Company is classified as a PFIC, a U.S.
Holder that uses common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares. In any year in which the Company is classified as a PFIC, a U.S.
Holder’s adjusted tax basis in the common shares over (ii) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years). U.S.
Holder’s adjusted tax basis in the common shares over (ii) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years). A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S.
There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code. 46 NOVAGOLD RESOURCES INC.
Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code. 56 NOVAGOLD RESOURCES INC.
Federal Income Tax Consequences Not Addressed This summary does not address the U.S. state and local, U.S. estate and gift, U.S. federal net investment income, U.S. alternative minimum tax, or non-U.S. tax consequences to U.S. Holders relating to the acquisition, ownership, and disposition of common shares. Each U.S.
This summary does not address the U.S. federal alternative minimum tax, U.S. federal net investment income tax, U.S. federal estate and gift tax, U.S. state and local tax, or non-U.S. tax considerations applicable to U.S. Holders arising from or relating to the acquisition, ownership and disposition of common shares.
In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary. Scope of this Summary Authorities This summary is based on the U.S. Internal Revenue Code of 1986, as amended (“Code”), regulations promulgated by the U.S.
In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the considerations described in this summary. This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S.
QEF Election In the event the Company is a PFIC and a U.S. Holder makes a QEF Election for the first tax year in which its holding period of its common shares begins, such U.S. Holder generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its common shares.
QEF Election A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which such U.S. Holder’s holding period of its common shares begins generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S.
This summary assumes that the Proposed Amendments will be enacted in the form proposed, although no assurance can be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all.
This summary assumes that the Proposed Amendments will be enacted in the form proposed, although no assurance can be given that the Proposed Amendments will be enacted in the form proposed or at all.
This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.
This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the considerations described in this summary.
Accordingly, if the Company becomes a PFIC in a subsequent tax year, the QEF Election will be effective, and the U.S. Holder will be subject to the QEF rules described above during a subsequent tax year in which the Company qualifies as a PFIC. The Company will make available to U.S.
Accordingly, if the Company becomes a PFIC in a later tax year, the QEF Election will still be effective, and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company is treated as a PFIC. A U.S.
Holders that make a Mark-to-Market Election generally also will adjust their tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S.
Holder’s tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S.
Holder generally will recognize capital gain or loss in an amount equal to the difference between (a) the amount of cash plus the fair market value of any property received and (b) its tax basis in such common shares sold or otherwise disposed of.
Holder generally will recognize capital gain or loss upon the sale or other taxable disposition of common shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s adjusted tax basis in such common shares sold or otherwise disposed of.
Generally, a U.S. Resident Holder’s common shares will be considered to be capital property of such Holder provided that the U.S.
Resident Holder’s common shares will be considered to be capital property of such U.S. Resident Holder unless the U.S.
Holder directly held the shares of such Subsidiary PFIC. The Company believes that it was a PFIC for the fiscal year ended November 30, 2024, and based on current business plans and financial expectations, may be a PFIC in the current tax year and future tax years.
The Company believes that it was a PFIC for the fiscal year ended November 30, 2025, and based on current business plans and financial expectations, may be a PFIC in the current tax year and future tax years.
Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such common shares are held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust.
Any gain or loss recognized on such sale or other taxable disposition will generally be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such common shares are held for longer than one year. Preferential tax rates apply to long-term capital gains of a U.S.
Residents The following generally summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Canadian Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of our common shares.
Residents The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Canadian Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) generally applicable to the holding and disposition of our common shares.
This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations, and is not intended to be and should not be construed as legal or tax advice to any particular U.S. Resident Holder. U.S. Resident Holders are urged to consult their own tax advisers for advice with respect to their particular circumstances.
This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations, and is not intended to be and should not be construed as legal or tax advice to any particular U.S. Resident Holder and no representations with respect to the tax consequences to any U.S. Resident Holder are made herein.
Holder should consult its own tax advisor regarding whether the common shares constitute marketable stock. A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S.
Holder should consult its own tax advisor with respect to whether the common shares are “marketable stock” for this purpose. A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to such common shares.
Holders, upon their written request, all information and documentation that a U.S. Holder making a QEF Election with respect to the Company is required to obtain for U.S. federal income tax purposes. Such information may be included on the Company’s website. However, U.S.
Holder making a QEF Election with respect to the Company is required to obtain for U.S. federal income tax purposes in the event the Company is a PFIC. Such information may be included on the Company’s website. However, U.S.
U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S.
U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.
Holder) must be ratably allocated to each day of a Non-Electing U.S. Holder’s holding period for the common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or excess distribution and to years before the Company became a PFIC, if any, would be taxed as ordinary income.
Holder’s holding period for the respective common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the Company became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferred tax rates).
If the foreign currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. A U.S.
A U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S.
Holder that receives foreign currency and converts such foreign currency into U.S. dollars at a conversion rate other than the rate in effect on the date of receipt may have a foreign currency exchange gain or loss, which generally would be treated as U.S. source ordinary income or loss for foreign tax credit purposes. Different rules apply to U.S.
Holder that converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated Financial Results The details of our Net loss are set forth below : Years ended November 30, 2024 2023 Change Net loss $ (45,621 ) $ (46,803 ) $ (1,182 ) Net loss per common share, basic and diluted $ (0.14 ) $ (0.14 ) $ 0.00 Net loss decreased by $1,182 from 2023, primarily due to lower field expenses at Donlin Gold, partially offset by higher corporate general and administrative expenses, increased interest expense on the promissory note, lower interest income on cash and term deposits and other income related to a gain in the fair market value of marketable securities and proceeds received for the 2021 sale of the Company’s interest in the San Roque mineral property.
Biggest changeConsolidated Financial Results for Fiscal 2025 The details of our Net loss are set forth below : Years ended November 30, 2025 2024 Change Net loss $ (94,659 ) $ (45,621 ) $ (49,038 ) Net loss per common share, basic and diluted $ (0.25 ) $ (0.14 ) $ (0.11 ) Net loss in fiscal 2025 increased by $49.0 million from the comparable prior year period primarily due to a $39.6 million non-cash, non-recurring charge related to warrants issued under a backstop commitment agreement signed on April 22, 2025 concurrent with the announcement of the Donlin Gold Transaction as well as $9.0 million of higher Donlin Gold field expenses.
The fair value of the DSUs is measured at the date of the grant in amounts ranging from 50% to 100% of directors’ annual retainers at the election of the directors. The fair value is recognized in the Consolidated Statements of Loss over the related service period.
The fair value of the DSUs is measured at the date of the grant in amounts ranging from 50% to 100% of directors’ annual retainers at the election of the directors. The fair value is recognized in the Consolidated Statements of Loss at the time of grant over the related service period.
To date, all permits and approvals granted to Donlin Gold by federal and state agencies remain issued and in place while the legal challenges described above proceed. We recognize the importance of preparedness and organization in these matters.
To date, all permits and approvals granted to Donlin Gold by federal and state agencies remain in place while the legal challenges described above proceed. We recognize the importance of preparedness and organization on these matters.
Discussions of our consolidated financial condition and results of operations for 2023 and year-over-year comparisons between 2023 and 2022 are included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on January 24, 2024, are incorporated by reference into this MD&A.
Discussions of our consolidated financial condition and results of operations for 2024 and year-over-year comparisons between 2024 and 2023 are included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024, filed with the Securities and Exchange Commission on January 23, 2025, are incorporated by reference into this MD&A.
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 TSF. The Federal District Court requested supplemental briefing on the appropriate remedy for addressing this issue.
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.
The fair value estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option and PSU grants, estimates of forfeitures, the Company’s performance, and the Company’s performance in relation to its peers.
The fair value estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option and PSU grants, estimates of forfeitures, the Company’s performance, and the Company’s performance in relation to its peers. 71 NOVAGOLD RESOURCES INC.
We grant members of the Board DSUs whereby each DSU entitles the directors to receive one common share of the Company or the market value thereof in cash, at the Company’s option, when they retire from service with the Company.
We grant members of the Board deferred share units (“DSUs”) whereby each DSU entitles the directors to receive one common share of the Company or the market value thereof in cash, at the Company’s option, when they retire from service with the Company.
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations (U.S. dollars in thousands, except per share amounts) The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of NOVAGOLD RESOURCES INC., incorporated in British Columbia, Canada, and its subsidiaries (collectively, “NOVAGOLD,” the “Company,” “our” and “we”).
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of NOVAGOLD RESOURCES INC., incorporated in British Columbia, Canada, and its subsidiaries (collectively, “NOVAGOLD,” the “Company,” “our” and “we”).
Donlin Gold project Donlin Gold advanced key activities in 2024 to position the project to update technical work and cost estimates.
Donlin Gold project NOVAGOLD and Donlin Gold advanced key activities in 2025 to position the project to update technical work and cost estimates.
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.
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.
With the unwavering support of Donlin Gold and its owners, we will continue to back the state and federal agencies in defending their thorough and diligent permitting processes and are committed to working with the federal agencies and all stakeholders on an appropriate remedy to address the Federal District Court’s decision.
Donlin Gold and its owners continue their unwavering support of the state and federal agencies in defending their thorough and diligent permitting processes, including working with the federal agencies and all stakeholders on an appropriate remedy to address the Federal District Court’s remand decision. 68 NOVAGOLD RESOURCES INC.
Other remediation During 2024, $157 in remediation expenditures were incurred for fieldwork at the historic former New Gold House property in Nome, Alaska, including re-seeding. Monitoring, sampling and maintenance work (as needed, based on monitoring results) is planned for the 2025 field season.
Other remediation During 2025, $219,524 in remediation expenditures were incurred for fieldwork at the historic former New Gold House property in Nome, Alaska, including re-seeding, sampling and monitoring. Monitoring, sampling and maintenance work (as needed, based on monitoring results) is planned for the 2026 field season. Functional Currency Change The functional currency of the Company is the U.S. dollar.
For further information, see section Item 1A, Risk Factors – Our ability to continue the exploration, permitting, development, and construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing .
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 .
The Company reviews and evaluates its investment in the Donlin Gold project for other than temporary impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.
The Company’s maximum exposure to loss is its investment in Donlin Gold of $213.2 million as of November 30, 2025. The Company reviews and evaluates its investment in the Donlin Gold project for other than temporary impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.
Our financial position includes the following as of November 30, 2024: ● Cash and cash equivalents of $42,224, primarily held at three large Canadian chartered banks with investment grade credit ratings. ● Term deposits of $59,000 held at two large Canadian chartered banks with investment grade credit ratings with maturities of less than one year. ● Promissory note payable to Barrick of $151,522, including accrued interest at U.S. prime plus 2%, compounded semi-annually.
The Company’s financial position includes the following as of November 30, 2025: ● Cash and cash equivalents of $110,143, primarily held at three large Canadian chartered banks with investment grade credit ratings. ● Term deposits of $5,000 held at a large U.S. bank with investment grade credit ratings and maturities of less than one year. ● Marketable securities of $4,406 traded on active markets. ● Promissory note payable to Barrick of $166.3 million, including accrued interest at U.S. prime plus 2%, compounded semi-annually.
The fair values of stock options are estimated at the time of each grant using a Black‐Scholes option pricing model, and the fair values of PSUs are measured at each grant date using a Monte Carlo valuation model.
The fair value of awards granted under the plans are recognized in the Consolidated Statements of Loss over the related service period. The fair values of stock options are estimated at the time of each grant using a Black‐Scholes option pricing model, and the fair values of PSUs are measured at each grant date using a Monte Carlo valuation model.
The Company has assigned no value to the contingent note receivable as management determined that approval of Galore Creek project construction was not probable as of the closing of the Galore Creek sale, and management’s assessment did not change as of November 30, 2024.
The Company has not assigned a value to the contingent note receivable as management determined that the approval of the Galore Creek project construction was not probable as of the closing of the Galore Creek sale or in subsequent periods.
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, completion of feasibility studies, preparation of engineering designs and the financing to fund these objectives.
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 to a BFS, preparation of engineering designs and maintaining sufficient capital resources to fund these objectives. 63 NOVAGOLD RESOURCES INC.
Contingent note receivable A portion of the proceeds on the sale of the Company’s 50% interest in the Galore Creek project to Newmont, included a contingent note for $75,000 receivable upon the approval of a Galore Creek project construction plan by the owner(s).
Contingent note receivable A portion of the consideration from the Company’s 2018 sale of Galore Creek to a subsidiary of Newmont Corporation (“Newmont”) included a $75,000 note receivable, contingent upon the approval of a Galore Creek project construction plan by the owner(s) (see Note 4 to the financial statements).
Management reviewed potential impairment indicators and determined that there were none as of November 30, 2024. Share-based compensation We grant share-based compensation awards in exchange for employee services, including a stock option plan and a PSU plan. The fair value of awards granted under the plans are recognized in the Consolidated Statements of Loss over the related service period.
Management reviewed potential impairment indicators and determined that there were none as of November 30, 2025. Share-based compensation We grant share-based compensation awards in exchange for employee services, including a stock option plan and a performance share unit (“PSU”) plan.
However, there is no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all.
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, see section Item 1A.
Briefing on Earthjustice’s appeal of the Alaska Superior Court affirmation of ADNR’s issuance of the State pipeline ROW lease to the Alaska Supreme Court was completed in February 2024. Oral arguments for both the water rights permits and the State pipeline ROW were held November 12, 2024, and a decision is anticipated in 2025.
Briefing on Earthjustice’s appeal of the Alaska Superior Court affirmation of ADNR’s issuance of the State pipeline ROW lease to the Alaska Supreme Court was completed in February 2024.
This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this annual report. The following MD&A generally discusses our consolidated financial condition and results of operations for 2024 and year-over-year comparisons between 2024 and 2023.
The following MD&A generally discusses our consolidated financial condition and results of operations for 2025 and year-over-year comparisons between 2025 and 2024.
In 2024, we incurred $7,237 in share-based compensation costs, a decrease of $1,494 over the prior year primarily due to the forfeiture of options and performance share units following the departure of the former Chief Financial Officer and other personnel during the year.
In 2025, we incurred $6.7 million in share-based compensation costs, a decrease of $0.5 million from the prior year primarily due to the timing of share-based compensation issuance and the forfeiture of options and performance share units following the departure of certain employees during the prior year.
On April 5, 2023, Earthjustice representing ONC and six Y-K villages filed suit against the U.S. government in Anchorage Federal District Court (the “Federal District Court”) asking the Federal District Court to invalidate the Donlin Gold Joint Record of Decision, which included the U.S.
On April 5, 2023, Earthjustice representing ONC and six Y-K villages filed suit against the U.S. government in the U.S.
In collaboration with Calista and TKC, the mineral and surface rights holders, Donlin Gold LLC has made significant strides in local community and government engagement across the Y-K region, Alaska, and Washington, D.C., including advancing the project’s development and permitting efforts.
Stakeholder and government engagement In collaboration with Calista Corporation (“Calista”) and The Kuskokwim Corporation (TKC), Donlin Gold LLC had engagement with local communities, stakeholders, and government representatives across the Y-K region, Alaska, and Washington, D.C., advancing project development and permitting.
We record our interest in the Donlin Gold project as an equity investment, which results in our 50% share of Donlin Gold’s expenses being recorded in the income statement as an operating loss. The investment amount recorded on the balance sheet primarily represents unused funds advanced to Donlin Gold.
While NOVAGOLD has a 60% economic interest in Donlin Gold, governance of Donlin Gold is shared equally by NOVAGOLD and Paulson. We record our interest in the Donlin Gold project as an equity investment, which results in our 60% share of Donlin Gold’s expenses being recorded in the income statement as an operating loss.
Our corporate goals include continuing to advance the Donlin Gold project toward a construction decision; maintaining support for Donlin Gold among the project’s stakeholders; promoting a strong safety, sustainability, and environmental culture; maintaining a favorable reputation of NOVAGOLD; and preserving a healthy balance sheet.
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; promoting strong community outreach and a sustainability culture; maintaining strong safety and environmental performance; and managing the Company’s treasury effectively and efficiently.
Our anticipated expenditures in fiscal year 2025 are approximately $37,500, including $21,500 to fund the Donlin Gold project, and $16,000 for corporate general and administrative costs. 55 NOVAGOLD RESOURCES INC.
NOVAGOLD’s anticipated expenditures in fiscal year 2026 are approximately $98.5 million, including $78.8 million to fund the Donlin Gold project, and $19.7 million for corporate general and administrative costs.
During 2024, we had 149,000 PSU awards that vested at 100% and 47,000 DSU awards that vested and were settled with the issuance of common shares. As of November 30, 2024, we had $2,348 of unrecognized compensation cost related to 4,361,486 non-vested stock options expected to be expensed and vest over a period of approximately two years.
As of November 30, 2025, we had $4.4 million of unrecognized compensation cost related to 5,308,654 non-vested stock options expected to be expensed and vest over a period of approximately 2.7 years.
Army Corps’ of Engineers’ issuance of the 404 permit and the Department of Interior, Bureau of Land Management’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.
District Court for Alaska (the “Federal District Court”) asking the Federal District Court to invalidate the Donlin Gold JROD, which included the Corps’ issuance of the 404 permit and the Department of Interior, Bureau of Land Management’s issuance of the ROW lease for the portions of the pipeline on Federal lands. The U.S.
Overview 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 LLC (“Donlin Gold”), a limited liability company owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick.
Company Overview We operate in the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska.
On September 20, 2021, Earthjustice, representing ONC, Cook Inletkeeper, and three Y-K villages, filed an appeal of the State pipeline ROW authorization in Alaska Superior Court. On April 12, 2023, the Alaska Superior Court affirmed ADNR’s issuance of the ROW lease in the Earthjustice case. Earthjustice appealed the Superior Court’s decision to the Alaska Supreme Court.
On April 12, 2023, the Alaska Superior Court affirmed the Alaska Department of Natural Resources’ (“ADNR”) issuance of the ROW lease in the Earthjustice case. Earthjustice appealed the Superior Court’s decision to the Alaska Supreme Court.
Also, as of November 30, 2024, we had 1,633,500 non-vested PSU awards outstanding of which 408,400 were fully expensed and vested in December 2024 at 25% of the grant amount, which were subsequently settled with the issuance of common shares.
During 2025, we had 408,400 PSU awards that vested at 25% of the grant amount and 79,065 DSU awards that vested and were settled with the issuance of common shares.
The contingent note will be recognized only when, in management’s judgement, payment is probable, and the amount recorded will not reverse in future periods. Investment in affiliates Investments in unconsolidated ventures over which the Company can exercise significant influence, but does not control, are accounted for under the equity method and include the Company’s investment in the Donlin Gold project.
Investment in affiliates Investments in unconsolidated ventures over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method and include the Company’s investment in the Donlin Gold project. The Company identified Donlin Gold as a Variable Interest Entity (“VIE”) as it is dependent on funding from its owners.
Financing activities reflect $174 of withholding tax on PSUs (as defined below) that vested at 100% during the year and settled with the issuance of net common shares. The PSU awards that matured and vested in December 2024 at 25% of the grant amount were also settled with the issuance of net common shares.
The PSU awards that matured and vested in December 2024 at 25% of the grant amount were settled with the issuance of net common shares. The issuance of common shares in lieu of a cash payout represents a non-cash financing activity. Outstanding share data As of January 16, 2026, the Company had 406,994,531 common shares issued and outstanding.
General and administrative costs increased primarily due to higher professional fees and employee compensation partially offset by lower stock-based compensation expense related to forfeiture of options and performance share units due to the departure of certain former employees.
General and administrative expenses increased by $0.4 million in fiscal 2025 from the comparable prior year period primarily due to higher professional fees partially offset by lower share-based compensation.
Related party transactions As of November 30, 2024, the Company has accounts receivable from Donlin Gold of $212 (November 30, 2023: $203) included in Other current assets for third party study costs contracted for by the Company on behalf of Donlin Gold.
As of November 30, 2025, the Company had accounts receivable from Donlin Gold of $1.0 million (November 30, 2024: $0.2 million) included in Other current assets . Subsequent to November 30, 2025, the accounts receivable balance has been fully settled.
Donlin Gold LLC is a non-publicly traded equity investee holding the Donlin Gold project. We identified Donlin Gold as a Variable Interest Entity (“VIE”) as the entity is dependent on funding from its owners. All funding, ownership, voting rights and power to exercise control is shared equally on a 50/50 basis between the owners of the VIE.
Historically, all funding, ownership, voting rights, and power was shared equally on a 50/50 basis between the owners of the VIE.
Results derived from the considerable technical work performed over these past twelve months will serve as inputs into updated feasibility work. The Donlin Gold board must approve an updated feasibility study, construction program and budget before the Donlin Gold project can be developed.
The Donlin Gold board must approve the BFS, construction program and budget before the Donlin Gold project can be developed.
Cash provided from investing activities in 2024 increased by $19,683 compared to the prior year primarily due to a net reduction of term deposits held in 2024 and lower Donlin Gold funding requirements.
Cash used in investing activities during fiscal 2025 increased by $186.9 million from the comparative prior year period primarily due to $210.1 million paid to complete the Donlin Gold Transaction and $10.0 million in incremental Donlin Gold funding partially offset by $33.0 million in net redemptions of term deposits.
Also, as of January 13, 2025, the Company had: i) a total of 8,838,001 stock options outstanding; 7,816,967 of those stock options with a weighted-average exercise price of $6.21 and the remaining 1,021,034 with a weighted-average exercise price of C$7.62; and ii) 1,225,100 performance shares units (“PSUs”) and 284,378 deferred share units (“DSUs”) outstanding.
Also, as of January 16, 2026, the Company had: i) a total of 25,500,000 warrants outstanding with an exercise price of $3.00 per share; ii) a total of 9,504,633 stock options outstanding; 8,237,633 with a weighted-average exercise price of $5.36 per share and the remaining 1,267,000 of those stock options with a weighted-average exercise price of C$6.97 per share; and iii) 1,578,800 PSUs; and iv) 315,953 deferred share units outstanding.
The promissory note and accrued interest are payable from 85% of the Company’s share of revenue from future Donlin Gold project production or from any net proceeds resulting from a reduction of the Company’s interest in Donlin Gold. At the current interest rate of 9.5%, interest on the note in fiscal year 2025 will total approximately $14,942.
Absent a prepayment of the promissory note in 2026, at the current interest rate of 8.75%, interest on the note in fiscal year 2026 will total approximately $14.9 million.
On December 23, 2024, the Federal District Court denied plaintiffs’ request for reconsideration. The Court reestablished the remedy briefing schedule with initial briefs from all parties now due on January 31, 2025, and response briefs from all parties due on February 14, 2025. 54 NOVAGOLD RESOURCES INC.
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.
The remaining 1,225,100 non-vested PSU awards with $3,715] of unrecognized compensation cost will be expensed over a period of approximately two years.
Also, as of November 30, 2025, we had 2,074,300 non-vested PSU awards outstanding of which 495,500 were fully expensed and vested in December 2025 without meeting the performance payout criteria. The remaining 1,578,800 non-vested PSU awards with $4.0 million of unrecognized compensation cost will be expensed over a period of approximately 2.4 years.
Liquidity and Capital Resources Liquidity overview With total cash and term deposits of $101,224, the Company has sufficient working capital available to cover anticipated funding of the Donlin Gold project and corporate general and administrative costs for at least the next two years at current spending levels. Additional capital may be required to complete an updated Donlin Gold feasibility study.
As of November 30, 2025, the Company had cash resources comprising cash and cash equivalents, term deposits, and marketable securities totaling approximately $120 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.
Removed
Principal activities included the substantial completion of metallurgical test work at a pilot plant in Ontario, Canada to confirm proposed optimizations to the flowsheet, field and geochemical data collection to continue updating source characteristics for groundwater and surface water models for both operational and closure planning, as well as advancement of the Donlin Gold resource model.
Added
This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this annual report. References herein to $ refer to United States dollars and C$ to Canadian dollars, except as otherwise specified.
Removed
Stakeholder and government engagement In collaboration with Calista and TKC, Donlin Gold actively engages stakeholders and governments in the Y-K region, Alaska and Washington, D.C. The project’s location on private lands selected under the 1971 Alaska Native Claims Settlement Act is a significant feature, setting it apart from most other mining assets in Alaska and guiding our outreach efforts.
Added
Paulson Advantage Plus Master Ltd. and Paulson Partners LP (together, “Paulson”) are investment funds managed by Paulson Advisers LLC.
Removed
Donlin Gold’s enduring partnerships with Calista and TKC are pivotal in facilitating comprehensive outreach throughout the Y-K region. Our outreach in Alaska, particularly in the Y-K region, and in Washington, D.C., has strengthened community engagement and reinforces the project’s social license.
Added
Paul Chilson, P.E., who is the Manager, Mine Engineering for NOVAGOLD and a “qualified person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Securities and Exchange Commission’s (“SEC”) current mining disclosure rules has approved the scientific and technical information contained herein.
Removed
The Company appreciates the diligent contributions of the Donlin Gold team, partners, and stakeholders, and remains dedicated to developing the project to its full potential.
Added
Highlights On June 3, 2025, NOVAGOLD and Paulson, through wholly-owned subsidiaries, completed the $1 billion acquisition of Barrick’s 50% interest in Donlin Gold (the “Donlin Gold Transaction”), increasing NOVAGOLD’s economic stake in Donlin Gold LLC (“Donlin Gold”) to 60%. Paulson’s subsidiary acquired the remaining 40% of Donlin Gold. Both owners have equal governance rights in Donlin Gold.
Removed
Over decades, our commitment to engaging with the 62 stakeholder communities in the Y-K region has built meaningful relationships, enhanced investment, and reinforced our social license.
Added
The Donlin Gold Transaction marks a significant milestone in a long-term strategy to advance Donlin Gold. NOVAGOLD’s portion of the acquisition was funded through a combination of a public equity offering and a concurrent private placement.
Removed
This longstanding dedication underscores the approach of the Donlin Gold project and its partners, Calista and TKC, to foster robust relationships with both local communities and governmental entities built on trust, transparency, respect and partnership. 52 NOVAGOLD RESOURCES INC. To that end, Donlin Gold led numerous projects and activities in 2024.
Added
NOVAGOLD closed a $195.2 million underwritten public offering (issuing approximately 48 million common shares in the second quarter and approximately 7.2 million common shares as part of the exercise of the overallotment option early in the third quarter), and a $64.4 million private placement (issuing approximately 17.2 million common shares in the second quarter), representing a total of $260.4 million (an aggregate of approximately 72.2 million common shares).
Removed
Calista, TKC, and Donlin Gold hosted public Open Houses in Anchorage, Bethel, and Crooked Creek providing Alaskans and local residents with the opportunity to learn more about the project and to engage in open and transparent discussions.
Added
NOVAGOLD purchased the additional 10% interest in Donlin Gold LLC with proceeds from the offerings and will use the balance of the funds from the offerings for general corporate purposes, including its share of expenses associated with advancing the Donlin Gold Bankable Feasibility Study (the “BFS”).
Removed
Donlin Gold hosted a project site tour for a group of residents from Crooked Creek and Georgetown which are the project’s closest neighboring villages.
Added
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.
Removed
NOVAGOLD remains committed to stakeholder engagement and community development working closely with Tribal communities and Alaska Native Corporations to identify needs and collaboratively develop solutions that enhance and uplift communities, fostering sustainable growth and shared prosperity for future generations.
Added
Overview of Donlin Gold Transaction and Financing Activities During 2025 As noted above, on June 3, 2025, the Company and Paulson, through wholly-owned subsidiaries, completed the Donlin Gold Transaction pursuant to the terms of the membership interest purchase agreement dated April 22, 2025 (the “MIPA”) among Barrick Gold U.S.
Removed
To that end, NOVAGOLD representatives were on the ground in Alaska providing extensive support to the Donlin Gold team in their outreach efforts. Donlin Gold established three additional Shared Values Statements for a total of 18, which formalize Donlin Gold’s ongoing engagement with local communities, reinforce existing long-term relationships, and address specific community needs.
Added
Inc (“Barrick Gold”), Barrick, Paulson, Donlin Gold Holdings LLC, a subsidiary of Paulson (“Donlin Holdings”), and NOVAGOLD Resources Alaska, Inc. (“NGRA”), a subsidiary of the Company.
Removed
In 2024, over 12,000 direct engagements were conducted with key stakeholders. Donlin Gold, Calista, and TKC held two Subsistence Community Advisory Committee ("SCAC") meetings in 2024, the first in Aniak and second in Anchorage.
Added
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 Donlin Holdings, acquired the remaining 40% interest for $800 million.
Removed
This committee, which is composed of people from the Y-K region, reflects the ongoing commitment to establishing a structured process for communication, dialogue, problem-solving, and gathering input from the broader community on subsistence matters throughout the life of the project.
Added
Amended and Restated Limited Liability Company Agreement for Donlin Gold LLC In connection with the closing of the Donlin Gold Transaction, NGRA, Donlin Holdings and Donlin Gold entered into an amended and restated limited liability company agreement (the “A&R LLC Agreement”) governing Donlin Gold, pursuant to which the Company and Paulson have equal governance rights.
Removed
The SCAC committee provides a forum for sharing information, questions and ideas from the communities in the Y-K region with Donlin Gold, Calista and TKC, as well as bringing information about the project back to their respective communities.
Added
NGRA had previously entered into a limited liability company agreement with Barrick Gold and Donlin Gold (the “Prior LLC Agreement”) dated December 1, 2007, as amended from time to time.
Removed
Environment and social investments Recognizing the importance of ecological stewardship in the Y-K region, since mid-2023, Donlin Gold has intensified efforts with our Alaska Native Corporation partners to monitor, survey and engage in the dialogue on salmon fisheries in the Kuskokwim and Yukon River watersheds.
Added
Pursuant to the terms of the A&R LLC Agreement, the primary amendments to the Prior LLC Agreement consist of the following: ● The deadlock provision contained in Article XVI of the Prior LLC Agreement has been replaced with a provision for non-binding mediation for dispute resolution. ● Consistent with the Prior LLC Agreement, the funding for Donlin Gold will be shared by both parties based on their percentage ownership.
Removed
In 2024, Donlin Gold launched a salmon smolt monitoring program on the George River, a tributary of the Kuskokwim River, in partnership with the Native Village of Napaimute to assess smolt health and migration patterns — an initiative that will continue into 2025.
Added
For example, since NGRA now holds 60% of the membership interests of Donlin Gold, it will have the responsibility to fund 60% of the expenses of Donlin Gold. However, regardless of the fact that Donlin Holdings holds 40% of Donlin Gold, Donlin Holdings and NGRA have equal governance rights.
Removed
Restoration of a portion of the historic Lyman placer site, which included significant stream and pond habitat creation, including aquatic life access and use, was completed in 2024. Aquatic restoration work on a reach of Snow Gulch previously disturbed by historic mining will start in 2025.
Added
This adjustment to the parties’ voting interests, as set forth in the A&R LLC Agreement means that (i) NGRA’s voting percentage interests are defined as its membership interest from time to time less an absolute 10% and (ii) Donlin Holdings’ voting percentage interests are defined as its membership interest from time to time plus an absolute 10%.
Removed
In addition, Donlin Gold’s “In It for The Long Haul” Backhaul Program, a long-standing initiative to collect and safely dispose of hazardous household electronic waste, including appliances, from Y-K villages, recycled approximately 140,000 pounds of material in 2024, for an impressive total of approximately 803,000 pounds of hazardous materials removed from the Y-K region since the program began in 2018.
Added
For this reason, although NGRA holds 60% of the membership interests of Donlin Gold, it only has a 50% voting interest. ● The parties agree to manage the operations of Donlin Gold in a manner to avoid adverse tax consequences to the parties, including pursuant to Section 4943 of the Internal Revenue Code. ● Certain provisions in the Prior LLC Agreement have been deleted or amended as a result of such provisions being outdated or no longer relevant due to the current development and permitting status of Donlin Gold.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAll term deposits are held at two Canadian chartered banks with investment grade credit ratings and have maturities of less than one year. Interest rate risk The interest rate on the promissory note owed to Barrick is variable with the U.S. prime rate.
Biggest changeAll term deposits are held at two Canadian chartered banks and one large U.S. bank with investment grade credit ratings and maturities of less than one year. Interest rate risk The interest rate on the promissory note owed to Barrick is variable with the U.S. prime rate.
Based on the amount owing on the promissory note as of November 30, 2024, and assuming all other variables remain constant, a 1% change in the U.S. prime rate would result in an increase/decrease of approximately $1.5 million in the interest accrued on the promissory note per annum.
Based on the amount owing on the promissory note as of November 30, 2025, and assuming all other variables remain constant, a 1% change in the U.S. prime rate would result in an increase/decrease of approximately $1.7 million in the interest accrued on the promissory note per annum. 72 NOVAGOLD RESOURCES INC.
Removed
The promissory note and accrued interest are payable from 85% of the Company’s share of revenue from future mine production or from any net proceeds resulting from a reduction of the Company’s interest in Donlin Gold. 57 NOVAGOLD RESOURCES INC.