Note 5 - Investment in Donlin Gold

6 Months Ended

May 31, 2026

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]

NOTE 5 – INVESTMENT IN DONLIN GOLD

On June 3, 2025, the Company closed on a membership interest purchase agreement among Paulson, Barrick Gold U.S. Inc., Barrick (together, the “Barrick Parties”), DGH (a subsidiary of Paulson), and NOVAGOLD Resources Alaska, Inc. (NGRA), a subsidiary of the Company, whereby the Barrick Parties sold their 50% interest in Donlin Gold to DGH and NGRA, for $1,000,000 (the “Donlin Gold Transaction”). In accordance with the agreement, NGRA acquired an additional 10% interest in Donlin Gold for $200,000 and DGH acquired a 40% interest in Donlin Gold for $800,000.

As part of the consideration paid for the additional 10% interest, NGRA paid an additional working capital adjustment of $980 to the Barrick Parties and incurred transaction costs of $9,070. The consideration, working capital adjustment and transaction costs were capitalized and included in the Company’s Investment in Donlin Gold.

The Donlin Gold project is owned and operated by Donlin Gold, a limited liability company in which, effective June 3, 2025, wholly-owned subsidiaries of NOVAGOLD and DGH owned a 60% and 40% interest, respectively. While the Company has a 60% economic interest in Donlin Gold following the Donlin Gold Transaction, the Company and Paulson have equal governance rights. Donlin Gold has a board of four representatives, with two representatives selected by Paulson and two representatives selected by the Company. All significant decisions related to Donlin Gold require the approval of at least a majority of the Donlin Gold board.

Changes in the Company’s Investment in Donlin Gold are summarized as follows:

		Three months ended May 31,								Six months ended May 31,
		2026				2025				2026				2025
Balance – beginning of period		$	222,532			$	3,912			$	213,202			$	2,597
Share of losses:
Mineral property expenditures			(16,735	)			(6,335	)			(22,827	)			(8,505	)
Depreciation			(121	)			(118	)			(233	)			(237	)
Accretion			(12	)			(10	)			(24	)			(20	)
			(16,868	)			(6,463	)			(23,084	)			(8,762	)
Funding			16,326				6,799				31,872				10,413
Balance – end of period		$	221,990			$	4,248			$	221,990			$	4,248

The following amounts represent the Company’s 60% share of the assets and liabilities of Donlin Gold following the Donlin Gold Transaction on June 3, 2025. Subsequent to the completion of the Donlin Gold Transaction, the carrying value of the Company’s investment in Donlin Gold exceeded the net assets of Donlin Gold due to the capitalization of the consideration paid to acquire an additional 10% interest of Donlin Gold and transaction costs of $9,070. Prior to June 3, 2025, the Company held a 50% economic interest in Donlin Gold and the carrying value of the Company’s investment in Donlin Gold was less than the net assets of Donlin Gold as Donlin Gold capitalized Barrick’s initial contribution of the Donlin Gold property at inception as Non-current assets: Mineral property with a cost basis of $64,000 while the Company’s initial contribution to Donlin Gold consisted of historical exploration which NOVAGOLD previously expensed.

		As of May 31,				As of November 30,
		2026				2025
Economic interest of Donlin Gold held			60	%			60	%
Company’s share of Donlin Gold assets and liabilities held
Current assets: Cash, prepaid expenses, and other receivables		$	22,466			$	5,591
Non-current assets: Right-of-use assets, property and equipment			2,449				1,295
Non-current assets: Mineral property			39,185				39,185
Current liabilities: Accounts payable, accrued liabilities and lease obligations			(10,620	)			(2,688	)
Non-current liabilities: Reclamation and lease obligations			(2,290	)			(1,032	)
Net assets		$	51,190			$	42,351