Financial Analysis

NOTE 7 PROMISSORY NOTE The Company has a promissory note payable to Barrick of $166,296, comprising $158,916 in principal, and $7,380 in accrued interest at U.S. prime plus 2%, compounded semi-annually. The original promissory note resulted from the agreement that led to the formation of Donlin Gold, where the Company agreed to reimburse Barrick for a portion of their expenditures incurred from April 1, 2006 to November 30, 2007. The promissory note and accrued interest are payable from 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. The carrying value of the promissory note approximates fair value. Concurrently with the announcement of the Donlin Gold Transaction on April 22, 2025, the Company entered into a prepayment option agreement with Barrick, which provided the Company with an option to prepay the promissory note in full for $90,000 prior to the closing of the Donlin Gold Transaction. As the prepayment option was not exercised prior to the closing date, the prepayment option agreement expired on June 3, 2025. Concurrent with the closing of the Donlin Gold Transaction on June 3, 2025, the Company entered into an amended and restated secured promissory note with Barrick that provides the Company with the option to prepay the promissory note in full for $100,000 on or before December 3, 2026. In addition, the security package was modified in order to exclude any property held by Do …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 14 SHARE-BASED COMPENSATION Share incentive awards include a stock option plan for directors, executives, employees and eligible consultants, a PSU plan for executives, employees, and eligible consultants and a DSU plan for non-executive directors of the Company. As of November 30, 2025, 36,785,540 common shares were available for future share incentive plan awards under all three plans. The following table shows the recognized share-based compensation expense, a component of General and Administrative Expense (Note 13), by award type: Years ended November 30, 2025 2024 2023 Stock options $ 3,767 $ 4,236 $ 4,594 Performance share unit plan 2,651 2,727 3,910 Deferred share unit plan 278 274 227 $ 6,696 $ 7,237 $ 8,731 Stock options Stock options granted under the Companys share-based incentive plans generally expire five years after the date of grant and vest in one-third annual increments beginning on the first-year anniversary of the date of grant. The value of each option award is estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected term of the option award and share price volatility. The expected term of options granted is derived from historical data on employee exercise and post-vesting employment termination experience. The expected volatility is based on the historical volatility of the Companys shares at the date of grant over the sa …

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NOTE 12 FAIR VALUE ACCOUNTING Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Companys financial instruments consist of cash and cash equivalents, term deposits, accounts receivable, including from Donlin Gold, marketable securities, accounts payable and accrued liabilities, and promissory note. The fair value of the promissory note approximates its carrying value based on accrued interest at U.S. prime plus 2% and is payable from 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. The fair values of the Companys other financial instruments approximate their carrying value due to the short-term nature of their maturity. The Companys financial instruments initially measured at fair value and then …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 16 INCOME TAXES The Companys combined federal and provincial statutory tax rate is 27% and is expected to remain unchanged until at least 2026. The Companys Income tax expense (recovery) consisted of: Years ended November 30, 2025 2024 2023 Current: Canada $ $ $ Foreign 724 39 724 39 Deferred: Canada Foreign Income tax (recovery) expense $ $ 724 $ 39 The Companys Loss before income taxes consisted of: Years ended November 30, 2025 2024 2023 Canada $ (59,391 ) $ 289 $ (18,213 ) Foreign (35,268 ) (45,186 ) (28,551 ) $ (94,659 ) $ (44,897 ) $ (46,764 ) The Companys Income tax (recovery) expense differed from the amounts computed by applying the Canadian statutory corporate income tax rates for the following reasons: Years ended November 30, 2025 2024 2023 Loss before income taxes $ (94,659 ) $ (44,897 ) $ (46,764 ) Federal Income Tax Rate 15.00 % 15.00 % 15.00 % British Columbia Income Tax Rate 12.00 % 12.00 % 12.00 % Statutory income tax rate 27.00 % 27.00 % 27.00 % Combined federal and provincial statutory tax rate 27.0 % (25,558 ) 27.0 % (12,122 ) 27.0 % (12,626 ) Reconciling items: Non-deductible expenditures - 13.5 % 12,806 - 4.9 % 2,207 - 5.9 % 2,767 Foreign accrual property income - 1.6 % 1,539 - 3.8 % 1,715 - 3.6 % 1,682 Effect of different statutory tax rates on earnings or losses of subsidiaries 0.5 % (503 ) 0.8 % (359 ) 0.9 % (407 ) Withholding taxes - 0.2 % 99 Change in valuation allowance on deferred tax assets - 15.5 % 14,686 - 20.4 % 9,144 - 18.5 % 8,623 Shar …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 8 LEASES The Company leases office space under non-cancelable operating leases with original lease terms of five years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional five years. These optional periods have not been considered in the determination of Right-of-Use (ROU) assets or lease liabilities associated with these leases as management did not consider it reasonably certain it would exercise the options. Certain of our leases include payments that vary based on the Companys level of usage and operations. These variable payments are not included within ROU assets and lease liabilities in the Consolidated Balance Sheets. Additionally, short-term leases, which have an initial term of 12 months or less, are not recorded in the Consolidated Balance Sheets. Lease expenses are included in General and administrative expense Office expense on the Consolidated Statements of Loss and include the following components: Years ended November 30, 2025 2024 2023 Operating lease cost $ 222 $ 225 $ 232 Variable lease cost 104 135 121 Short-term lease cost 5 6 5 $ 331 $ 366 $ 358 Future minimum lease payments under non-cancellable operating leases as of November 30, 2025, were as follows: 2026 $ 215 2027 226 2028 247 2029 141 2030 14 Thereafter Total future minimum lease payments 843 Less: impute …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements and Securities and Exchange Commission Rules Updates to Reportable Segment Disclosures In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands public entities segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segments profit or loss and assets. The standard is effective for the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 2025, and subsequent interim periods. The Company adopted this standard during the fourth quarter of fiscal 2025 with no material impact to its consolidated financial statements. See Note 3 Segment Information for disclosures related to ASU 2023-07. Updates to Income Tax Disclosure In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitt …

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NOTE 17 RELATED PARTY TRANSACTIONS The Company provided management and administrative services to Donlin Gold for $1,161 in 2025 ($731 in 2024 and $990 in 2023). As of November 30, 2025, the Company has accounts receivable from Donlin Gold of $1,044 (November 30, 2024: $212) included in Other current assets . As consideration for providing a backstop commitment to the Company on April 22, 2025, NOVAGOLD issued Backstop Warrants (Note 11) to three institutional investors, one of which was Electrum. The Backstop Warrants have an estimated aggregate fair value of $39,607. Electrum received 6,375,000 Backstop Warrants having a fair value of approximately $9,902. Dr. Thomas Kaplan, NOVAGOLDs Chairman of the Board, is the Chairman and Chief Executive Officer of The Electrum Group LLC, an affiliate of Electrum. Electrum is the largest shareholder of NOVAGOLD. Additionally, Electrum was one of two institutional investors who participated in a private placement that closed concurrent with the public equity offering at the same price as the public equity offering described in Note 11. Electrum purchased 13,333,334 shares of NOVAGOLD in the private placement for $50,000. …

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NOTE 3 SEGMENTED INFORMATION Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. At present, the Company operates a single reportable segment. The chief operating decision-maker (CODM), who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Chief Executive Officer. The Chief Executive Officer evaluates the Companys performance based on the overall results of the Company, including the performance of its investment in the Donlin Gold project (Note 5). The Company uses a single U.S. GAAP-consistent measure of segment profit or loss with no reconciling items or measurement differences. Management has concluded that consolidated net income (loss) is the appropriate measure of segment profit or loss. The CODM does not regularly receive or review discrete segment-level expense categories separate from those presented in the consolidated statements of operations. Accordingly, no significant segment expenses are separately disclosed, as all expenses are included within the consolidated statements of loss. …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Presentation The Consolidated Financial Statements include the accounts of NOVAGOLD RESOURCES INC. and its wholly-owned subsidiaries including NOVAGOLD U.S. Holdings Inc., NOVAGOLD Resources Alaska Inc., NOVAGOLD USA, Inc., and AGC Resources Inc. On December 1, 2024, NovaGold (Bermuda) Alaska Limited, NovaGold Resources (Bermuda) Limited and NovaGold Argentina Inc., subsidiaries of the Company, were amalgamated with NOVAGOLD. All inter-company transactions and balances are eliminated on consolidation. The Consolidated Financial Statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The preparation of the Companys Consolidated Financial Statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of expenses during the reporting period. The Company bases its estimates and assumptions on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from the amounts recorded in these Consolidated Financial Statements. The functional currency of the Company is the U.S. dollar. Prior to April 22, 2025, the functional cu …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 11 EQUITY TRANSACTIONS Public Equity Offering and Private Placement Offering On May 9, 2025, the Company closed a public equity offering of 47,850,000 shares of NOVAGOLD at a price of $3.75 per share. As part of the public equity offering, the Company granted the underwriters a 30-day overallotment option to purchase up to an additional 7,177,500 common shares at a price of $3.75 per share less underwriting discounts and commissions. Concurrent with the public offering, the Company also closed a private placement for 17,173,853 common shares of NOVAGOLD at a price of $3.75 per share on May 9, 2025. On June 5, 2025, the Company issued an additional 7,177,500 common shares of NOVAGOLD pursuant to the exercise in full of the overallotment option by the underwriters. The public equity offering and concurrent private placement offering are referred to herein as the May 2025 Offering. On closing of the May 2025 Offering, the Company received aggregate gross proceeds of $243,839 before deducting fees and other offering expenses totaling approximately $9,734. On closing of the overallotment option exercise, the Company received additional aggregate gross proceeds of approximately $26,915 before deducting fees and other offering expenses totaling approximately $1,434. Warrants Concurrent with the Donlin Gold Transaction announced on April 22, 2025, the Company entered into a backstop commitment agreement with certain institutional investors, pursuant to which the investors commit …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 7 PROMISSORY NOTE The Company has a promissory note payable to Barrick of $173,649, comprising $158,916 in principal, and $14,733 in accrued interest at U.S. prime plus 2%, compounded semi-annually. The original promissory note resulted from the agreement that led to the formation of Donlin Gold, where the Company agreed to reimburse Barrick for a portion of their expenditures incurred from April 1, 2006 to November 30, 2007. The promissory note and accrued interest are payable from 85% of distributed processed products, cash and other assets from Donlin Gold, and payments of 5% of certain net proceeds specified in the promissory note. The carrying value of the promissory note is based on accrued interest at U.S. prime plus 2%. The fair value of the promissory note approximates its prepayment option amount of $100,000 (Note 10). Concurrent with the closing of the Donlin Gold Transaction on June 3, 2025, the Company entered into an amended and restated secured promissory note with Barrick that provides the Company with the option to prepay the promissory note in full for $100,000 on or before December 3, 2026. In addition, the security package was modified in order to exclude any property held by Donlin Gold or the membership interest in Donlin Gold held by NGRA; however, it remains secured by NGRAs right, title and interest to proceeds from Donlin Gold. All other terms of the promissory note remain the same. Changes in the Companys Promissory Note are summarized as follo …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 13 SHARE-BASED COMPENSATION The following table shows the recognized share-based compensation expense by award type: Three months ended May 31, Six months ended May 31, 2026 2025 2026 2025 Stock options $ 1,570 $ 780 $ 2,809 $ 1,239 Performance share unit plan 618 560 1,192 1,015 Deferred share unit plan 80 70 150 139 $ 2,268 $ 1,410 $ 4,151 $ 2,393 Stock options A summary of stock options outstanding and activity during the six months ended May 31, 2026 are as follows: Number of stock options Weighted- average exercise price per share Weighted- average remaining contractual term (years) Aggregate intrinsic value November 30, 2025 9,663,767 $ 5.32 Granted 1,232,200 8.73 Exercised shares issued (259,177 ) 6.35 Cashless exercise options cancelled (336,757 ) 6.35 Expired (674,300 ) 9.91 Forfeited (78,699 ) 4.20 May 31, 2026 9,547,034 $ 5.39 2.82 $ 30,541 Vested and exercisable as of May 31, 2026 5,502,548 $ 5.19 2.03 $ 18,591 The following table summarizes key stock option valuation inputs and other information regarding the option grants: Six months ended May 31, 2026 2025 Weighted-average assumptions used to value stock option awards: Expected volatility 57.1 % 52.8 % Risk-free interest rate 3.57 % 3.63 % Expected forfeiture rate 3.2 % 3.3 % Expected dividend rate % % Expected term of options (years) 4 4 Weighted-average grant-date fair value $ 4.13 $ 1.94 Intrinsic value of options exercised $ 3,066 $ Cash received from options exercised $ $ As of May 31, 2026, the Compa …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

NOTE 10 FAIR VALUE ACCOUNTING Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Companys financial instruments consist of cash and cash equivalents, term deposits, accounts receivable, including from Donlin Gold, marketable equity securities, accounts payable and accrued liabilities, and a promissory note. The fair value of the promissory note approximates its prepayment option amount of $100,000 (Note 7). The promissory notes carrying value is based on accrued interest at U.S. prime plus 2%. The fair values of the Companys other financial instruments approximate their carrying value due to the short-term nature of their maturity. The Companys financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, term deposits, accou …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements and Securities and Exchange Commission Rules In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements. In November 2024, the FASB issued ASU 2024-03 Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disaggregated disclosures of relevant income statement expenses to improve financial reporting by enhancing transparency in the notes to the financial statements, specifically regarding expense categories. The standard is effective beginning with the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 2028, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 14 RELATED PARTY TRANSACTIONS The Company provided management and administrative services to Donlin Gold for $461 and $891 in the three and six months ended May 31, 2026, respectively ($156 and $332 in the three and six months ended May 31, 2025, respectively). As of May 31, 2026, the Company has accounts receivable from Donlin Gold of $267 (November 30, 2025: $1,044) included in Other current assets . As consideration for providing a backstop commitment to the Company on April 22, 2025, NOVAGOLD issued Backstop Warrants (Note 9) to three institutional investors, one of which was Electrum Strategic Resources L.P. (Electrum). The Backstop Warrants had an estimated aggregate fair value at grant of $39,607. Electrum received 6,375,000 Backstop Warrants having a fair value of approximately $9,902. Dr. Thomas Kaplan, NOVAGOLDs Chairman of the Board, is the Chairman and Chief Executive Officer of The Electrum Group LLC, an affiliate of Electrum. Electrum is the largest shareholder of NOVAGOLD. Additionally, Electrum was one of two institutional investors who participated in the private placement component of the May 2025 Offering as described in Note 9. Electrum purchased 13,333,334 shares of NOVAGOLD in the May 2025 Offering for $50,000. …

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NOTE 3 SEGMENTED INFORMATION Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (CODM). At present, the Company operates a single reportable segment. The CODM, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Chief Executive Officer. The Chief Executive Officer evaluates the Companys performance based on the overall results of the Company, including the performance of its investment in the Donlin Gold project (Note 5). The Company uses a single U.S. GAAP-consistent measure of segment profit or loss with no reconciling items or measurement differences. Management has concluded that consolidated net income (loss) is the appropriate measure of segment profit or loss. The CODM does not regularly receive or review discrete segment-level expense categories separate from those presented in the consolidated statements of operations. Accordingly, no significant segment expenses are separately disclosed, as all expenses are included within the consolidated statements of loss. …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Contingent note receivable A portion of the consideration from the Companys 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). The Company has not assigned a value to the contingent note receivable as management determined that the approval of the Galore Creek project construction was not probable as of the closing of the Galore Creek sale or in subsequent periods. The contingent note will be recognized when, in managements judgement, it is probable that the payment will occur, and that the amount recorded will not reverse in subsequent periods. Investment in affiliates Investments in unconsolidated ventures over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method and include the Companys 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. Prior to June 3, 2025, all funding, ownership, voting rights, and power was shared equally on a 50/50 basis between the owners of the VIE. On June 3, 2025, the Company increased its ownership interest in Donlin Gold to 60% (Note 5) resulting in the funding and ownership being shared on a 60/40 basis between the Company and its new Donlin Gold partner. However, t …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 9 EQUITY TRANSACTIONS 2026 Private Placement Offering On February 5, 2026, the Company closed a private placement for 31,020,000 common shares of NOVAGOLD at a price of $10.00 per share, which included the partial exercise of the overallotment option. On closing, the Company received aggregate gross proceeds of $310,200 before deducting fees and other offering expenses totaling approximately $16,200. 2025 Public Equity Offering and Private Placement Offering On May 9, 2025, the Company closed a public equity offering of 47,850,000 shares of NOVAGOLD at a price of $3.75 per share. As part of the public equity offering, the Company granted the underwriters a 30-day overallotment option to purchase up to an additional 7,177,500 common shares at a price of $3.75 per share less underwriting discounts and commissions. Concurrent with the public offering, the Company also closed a private placement for 17,173,853 common shares of NOVAGOLD at a price of $3.75 per share on May 9, 2025. On June 5, 2025, the Company issued an additional 7,177,500 common shares of NOVAGOLD pursuant to the exercise in full of the overallotment option by the underwriters. The public equity offering and concurrent private placement offering are referred to herein as the May 2025 Offering. On closing of the May 2025 Offering, the Company received aggregate gross proceeds of $243,839 before deducting fees and other offering expenses totaling approximately $9,734. On closing of the overallotment option ex …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing