true 0001173420

 0001173420

 2024-11-30
 2024-11-30

 0001173420

 2024-05-31

 0001173420

 2025-01-13

 --11-30FY2024

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 Form 10-K/A

 Amendment No. 1

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended November 30, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Transition Period from to

 Commission File Number: 001-31913

(Exact Name of Registrant as Specified in Its Charter)

 British Columbia

 N/A

 (State or Other Jurisdiction of

 Incorporation or Organization)

 (I.R.S. Employer

 Identification No.)

 201 South Main Street, Suite 400

 Salt Lake City, Utah, USA

 84111

 (Address of Principal Executive Offices)

 (Zip Code)

 ( 801) 639-0511

 (Registrant's Telephone Number, Including Area Code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Shares

 NG

 NYSE American

 Toronto Stock Exchange

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 Based on the last sale price on the NYSE American LLC ("NYSE American") of the registrant's common shares on May 31, 2024 (the last business day of the registrant's most recently completed second fiscal quarter) of $3.93 per share, the aggregate market value of the voting common shares held by non-affiliates was approximately $ 967,700,000.

 As of January 13, 2025, the registrant had 334,646,571 common shares, no par value, outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 Certain portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than April 1, 2025, in connection with the registrant's fiscal year 2024 annual meeting of shareholders, are incorporated by reference into Part III of this Annual Report on Form 10-K.

 Explanatory Note

 NOVAGOLD RESOURCES INC. is filing this Amendment No. 1 (the "Amendment No. 1") to our Annual Report on Form 10-K for the fiscal year ended November 30, 2024 as filed with the SEC on January 23, 2025 (the "Original Form 10-K"). This Amendment No. 1 amends Part IV, Item 15 to correct a typographical error in the Report of Independent Registered Public Accounting Firm related to the financial statements of Donlin Gold LLC for the three-year period ended November 30, 2024, which are included in the Original Form 10-K pursuant to Rule 3-09 of Regulation S-K. The original audit report to the Donlin Gold LLC financial statements inadvertently omitted a reference to the audit of the financial statements for the fiscal year ended November 30, 2022, despite the fact that all three fiscal years—2024, 2023, and 2022—had been audited.

 The corrected audit report, which properly includes an opinion covering all three fiscal years and related financial statements of Donlin Gold LLC are filed as part of this Amendment No. 1 and are included as financial statement schedules in Item 15, "Exhibits and Financial Statement Schedules" of this Amendment No. 1.

 The consent of PricewaterhouseCoopers LLP, independent auditors for Donlin Gold LLC, is filed as an exhibit to this Amendment No. 1, as well as the certifications required under Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

 No other changes have been made to the Form 10-K as originally filed, and this Amendment No. 1 does not reflect any events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC.

 Item 15. Exhibits and Financial Statement Schedules

 (a)(1) Financial Statements

 The Reports of Independent Registered Public Accounting Firm (PCAOB ID 271) are filed as part of the Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on January 23, 2025

 The Consolidated Balance Sheets are filed as part of the Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on January 23, 2025

 The Consolidated Statements of Loss and Comprehensive Loss are filed as part of the Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on January 23, 2025

 The Consolidated Statements of Cash Flows are filed as part of the Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on January 23, 2025

 The Consolidated Statements of Equity are filed as part of the Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on January 23, 2025

 The Notes to Consolidated Financial Statements are filed as part of the Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on January 23, 2025

 (a)(2) Financial Statement Schedules

 Schedule A – The Financial Statements of Donlin Gold LLC as of November 30, 2024 and 2023 and for the years ended November 30, 2024, 2023 and 2022.

 No other financial statement schedules are filed as part of this report because such schedules are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto. See section Item 8. Financial Statements and Supplementary Data.

 (a)(3) Executive Compensation Plans and Arrangements

 Employment Agreement between the Registrant and Gregory A. Lang, dated January 9, 2012, identified in exhibit list below.

 Employment Agreement between NOVAGOLD Resources Alaska, Inc. (a wholly-owned subsidiary of the Registrant) and Gregory A. Lang dated January 9, 2012, identified in exhibit list below.

 Employment Agreement between NOVAGOLD USA, Inc. and David Ottewell, dated September 10, 2012, identified in exhibit list below.

 Employment Agreement between NovaGold USA, Inc. and Richard A. Williams dated January 8, 2013, identified in exhibit list below.

 Employment Agreement between NovaGold USA, Inc. and Peter Adamek dated July 25, 2024, identified in exhibit list below.

 2004 Stock Award Plan of NOVAGOLD Resources Inc. (as amended) identified in exhibit list below.

 NOVAGOLD Resources Inc. Employee Share Purchase Plan identified in exhibit list below.

 NOVAGOLD Resources Inc. 2009 Performance Share Unit Plan identified in exhibit list below.

 NOVAGOLD Resources Inc. 2009 Non-Employee Directors Deferred Share Unit Plan identified in exhibit list below.

 (b) Exhibits

 Exhibit
 No.

 Description

 3.1

 Certificate of Continuance (British Columbia) dated June 10, 2013 (incorporated by reference to Exhibit 99.1 to the Form 6-K dated June 19, 2013)

 3.2

 Certificate of Discontinuance (Nova Scotia) dated June 10, 2013 (incorporated by reference to Exhibit 99.2 to the Form 6-K dated June 19, 2013)

 3.3

 Notice of Articles (British Columbia) dated June 10, 2013 (incorporated by reference to Exhibit 99.3 to the Form 6-K dated June 19, 2013)

 3.4

 Amended and Restated Articles of NOVAGOLD RESOURCES INC. dated May 12,2021 (incorporated by reference to Appendix A to Registrant's definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2021)

 4.1

 Description of Common Shares**

 10.1

 Amendment dated January 13, 2010 to Limited Liability Company Agreement dated December 1, 2007 between Donlin Gold LLC, Barrick Gold U.S. Inc. and NOVAGOLD Resources Alaska, Inc. (incorporated by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

 10.2

 Limited Liability Company Agreement dated December 1, 2007 between Donlin Gold LLC, Barrick Gold U.S. Inc. and NOVAGOLD Resources Alaska, Inc. (incorporated by reference to Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

 10.3

 2004 Stock Award Plan of NOVAGOLD Resources Inc. (as amended) (incorporated by reference to Appendix A to Registrant's definitive proxy statement, filed with the Securities and Exchange Commission on March 24, 2023)

 10.4

 NOVAGOLD Resources Inc. Employee Share Purchase Plan (incorporated by reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

 10.5

 NOVAGOLD Resources Inc. 2009 Performance Share Unit Plan (as amended) (incorporated by reference to Appendix C to Registrant's definitive proxy statement, filed with the Securities and Exchange Commission on March 24, 2023)

 10.6

 NOVAGOLD Resources Inc. 2009 Non-Employee Directors Deferred Share Unit Plan (as amended) (incorporated by reference to Appendix E to Registrant's definitive proxy statement, filed with the Securities and Exchange Commission on March 24, 2023)

 10.7

 Employment Agreement between the Registrant and Gregory A. Lang dated January 9, 2012. (incorporated by reference to Exhibit 10.15 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

 10.8

 Employment Agreement between the Registrant's wholly-owned subsidiary, NovaGold USA, Inc., and David Ottewell, dated September 10, 2012. (incorporated by reference to Exhibit 10.17 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

 10.9

 Amendment dated July 15, 2010 to Limited Liability Company Agreement dated December 1, 2007 between Donlin Gold LLC, Barrick Gold U.S. Inc. and NOVAGOLD Resources Alaska, Inc. (incorporated by reference to Exhibit 10.18 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

 10.10

 Amendment dated June 1, 2011 to Limited Liability Company Agreement dated December 1, 2007 between Donlin Gold LLC, Barrick Gold U.S. Inc. and NOVAGOLD Resources Alaska, Inc. (incorporated by reference to Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

 10.11

 Employment Agreement between the Registrant's wholly-owned subsidiary, NOVAGOLD Resources Alaska, Inc., and Gregory A. Lang, dated January 9, 2012. (incorporated by reference to Exhibit 10.20 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

 10.12*

 Share Purchase Agreement, dated July 25, 2018, by and among NOVAGOLD RESOURCES INC., Newmont Mining Corporation and Newmont Canada FN Holdings ULC (incorporated by reference to Exhibit 99.3 of the Form 8-K/A, filed with the Securities and Exchange Commission on October 3, 2018)

 10.13

 Employment Agreement between the Registrant's wholly-owned subsidiary, NovaGold USA, Inc., and Richard A. Williams, dated January 8, 2013. (incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2024, filed with the Securities and Exchange Commission on October 2, 2024)

 10.14

 Employment Agreement between the Registrant's wholly-owned subsidiary, NovaGold USA, Inc., and Peter Adamek, dated July 25, 2024. (incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2024, filed with the Securities and Exchange Commission on October 2, 2024)

 19.1

 Registrant's Insider Trading Policy adopted January 29, 2014, and amended May 18, 2023 (incorporated by reference to Exhibit 19.1 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2023, filed with the Securities and Exchange Commission on January 24, 2024)

 21.1

 Subsidiaries of the registrant**

 23.1

 Consent of PricewaterhouseCoopers LLP

 23.2

 Consent of Wood Canada Limited**

 23.3

 Consent of Paul Chilson**

 31.1

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 96.1

 S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA (incorporated by reference to Exhibit 96.1 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2021, filed with the Securities and Exchange Commission on January 26, 2022)

 97.1

 Registrant's Incentive Compensation Recovery Policy dated November 17, 2023 (incorporated by reference to Exhibit 97.1 to Registrant's Annual Report on Form 10-K for the year ended November 30, 2023, filed with the Securities and Exchange Commission on January 24, 2024)

 *

 Confidential treatment has been granted for certain portions of this Exhibit pursuant to Rule 24b-2 of the Exchange Act, which portions have been omitted and filed separately with the SEC

 **

 Previously filed or furnished with the Original Form 10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 By:

 /s/ Gregory A. Lang

 Name:

 Gregory A. Lang

 Title:

 President and Chief Executive Officer

 Date: March 10, 2025

 Item 15.(a)(2) Schedule A

 Report of Independent Registered Public Accounting Firm

 To the Board of Directors of Donlin Gold LLC

 Opinion

 We have audited the accompanying financial statements of Donlin Gold LLC (the "Company"), which comprise the balance sheets as of November 30, 2024 and November 30, 2023, and the related statements of loss and comprehensive loss, equity, and cash flows for each of the three years in the period ended November 30, 2024, including the related notes (collectively referred to as the "financial statements").

 In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2024 and November 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2024 in accordance with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 We conducted our audit in accordance with auditing standards generally accepted in the United States of America ("US GAAS"). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 Responsibilities of Management for the Financial Statements

 Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the financial statements are available to be issued.

 Auditors ' Responsibilities for the Audit of the Financial Statements

 Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

A-1

 In performing an audit in accordance with US GAAS, we:

 •

 Exercise professional judgment and maintain professional skepticism throughout the audit.

 •

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 •

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

 •

 Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 •

 Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

 We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 /s/ PricewaterhouseCoopers LLP

 Vancouver, Canada

 January 21, 2025

A-2

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Cash

 $

 6,590

 $

 5,907

 Inventory

 Accounts receivable

 Prepaid expenses

 Current assets

 7,490

 6,821

 Plant and equipment (note 4)

 1,932

 2,910

 Mineral property (note 5)

 65,308

 65,230

 Total assets

 $

 74,730

 $

 74,961

 LIABILITIES

 Accounts payable and accrued liabilities

 $

 3,667

 $

 2,620

 Due to related parties (note 6)

 Current liabilities

 3,895

 3,336

 Reclamation and remediation (note 7)

 1,640

 1,482

 Total liabilities

 5,535

 4,818

 Commitments and contingencies (notes 3 and 8)

 EQUITY

 Partners' contributions

 597,998

 573,104

 Accumulated deficit

 (528,803

)

 (502,961

)

 Total equity

 69,195

 70,143

 Total liabilities and equity

 $

 74,730

 $

 74,961

A-3

 STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

 Years ended November 30,

 2024

 2023

 2022

 Operating expenses:

 Drilling, studies and engineering

 $

 7,277

 $

 20,576

 $

 37,914

 General and administrative

 5,993

 5,498

 5,976

 Permitting and environmental

 4,745

 3,470

 4,816

 Mineral property leases

 3,421

 3,234

 3,605

 Community relations

 3,266

 3,057

 3,066

 Depreciation

 1,060

 1,143

 Accretion

 25,842

 37,057

 56,326

 Loss from operations

 $

 (25,842

)

 $

 (37,057

)

 $

 (56,326

)

A-4

 STATEMENTS OF CASH FLOWS

 Years ended November 30,

 2024

 2023

 2022

 Operating activities:

 Net loss

 $

 (25,842

)

 $

 (37,057

)

 $

 (56,326

)

 Adjustments:

 Depreciation

 1,060

 1,143

 Other adjustments (Accretion and leases)

 Changes in operating assets and liabilities:

 Prepaid expenses

 (4

)

 Inventory

 (30

)

 Accounts receivable

 (132

)

 (92

)

 (51

)

 Accounts payable and accrued liabilities

 (1,225

)

 1,481

 Net cash used in operations

 (24,129

)

 (37,074

)

 (53,944

)

 Investing activities:

 Capital expenditures - plant and equipment

 (82

)

 (58

)

 (2,145

)

 Net cash used in investing

 (82

)

 (58

)

 (2,145

)

 Financing activities:

 Partners' contributions

 24,894

 35,504

 56,870

 Net cash provided from financing activities

 24,894

 35,504

 56,870

 Increase/(Decrease) in cash during the year

 (1,628

)

 Cash at beginning of year

 5,907

 7,535

 6,754

 Cash at end of year

 $

 6,590

 $

 5,907

 $

 7,535

A-5

 STATEMENTS OF EQUITY

 Barrick contributions

 NOVAGOLD contributions

 Accumulated deficit

 Total equity

 December 1, 2021

 $

 240,365

 $

 240,365

 $

 (409,578

)

 $

 71,152

 Partners' cash contribution

 28,435

 28,435

 —

 56,870

 Net loss

 —

 —

 (56,326

)

 (56,326

)

 November 30, 2022

 $

 268,800

 $

 268,800

 $

 (465,904

)

 $

 71,696

 Partners' cash contribution

 17,752

 17,752

 —

 35,504

 Net loss

 —

 —

 (37,057

)

 (37,057

)

 November 30, 2023

 $

 286,552

 $

 286,552

 $

 (502,961

)

 $

 70,143

 Partners' cash contribution

 12,447

 12,447

 —

 24,894

 Net loss

 —

 —

 (25,842

)

 (25,842

)

 November 30, 2024

 $

 298,999

 $

 298,999

 $

 (528,803

)

 $

 69,195

A-6

 NOTES TO FINANCIAL STATEMENTS

 NOTE 1 – NATURE OF OPERATIONS AND ECONOMIC DEPENDANCE

 On December 1, 2007, Barrick Gold U.S. Inc. ("Barrick") and NOVAGOLD Resources Alaska, Inc. ("NOVAGOLD"), formed Donlin Gold LLC, a Delaware limited liability corporation, (the "Company") to advance the Donlin Gold Project in Alaska. Barrick and NOVAGOLD each own a 50% interest in the Company. Donlin Gold LLC has a board of four directors, with two nominees selected by each company. All significant decisions related to Donlin Gold LLC require the approval of both companies. The Company currently depends on Barrick and NOVAGOLD for all of its funding and has received commitments from its shareholders that they will fund the Company for the next twelve months from the date of the financial statement. These financial statements have been prepared pursuant to Rule 3-09 of SEC Regulation S-X for inclusion in NOVAGOLD Resources Inc.'s 10-K, as the Company is an equity investee of NOVAGOLD Resources Alaska, Inc., a wholly owned subsidiary of NOVAGOLD Resources Inc.

 The Company's Board of Directors approved the Project's Updated Feasibility Study in July 2012. The Company subsequently initiated the permitting process. The U.S. Army Corps of Engineers (the "Corps") issued the final Environmental Impact Statement (EIS) on April 27, 2018. On August 13, 2018, the Corps and the Bureau of Land Management (BLM) issued a joint Federal Record of Decision (ROD) for the Donlin Gold Project along with their respective federal permit authorizations. Several major State of Alaska authorizations have also been issued, including the approval of the Donlin Gold Reclamation and Closure Plan, Waste Management Permit, Water Discharge Permit, Permit to Appropriate Water, Title 16 Fish Habitat Permits for the mine area and right of way agreements with the State and BLM. At the end of 2024, four appeals remained active in both the State of Alaska and U.S. Federal courts concerning permits granted for the project. These include: the appeal of the Alaska Department of Environmental Conservation (ADEC) Clean Water Act Section 401 Certificate of Reasonable Assurance at the State Superior Court level; appeals regarding the state pipeline right-of-way and the water rights in the State's Supreme Court; and one appeal concerning the EIS, ROD, and associated federal permits in the U.S. Federal Court.

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Presentation

 These financial statements are presented in United States dollars ($) and have been prepared in accordance with accounting principles generally accepted in the United States (GAAP).

 Use of estimates

 The preparation of the Company's financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The significant area requiring the use of management estimates and assumptions relates to environmental, reclamation and closure obligations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results will differ from amounts estimated in these financial statements.

 Plant and equipment

 On initial recognition, plant and equipment are recorded at cost subject to a ten-thousand-dollar threshold for capitalization. Plant and equipment are subsequently measured at cost less accumulated depreciation. Depreciation is recorded over the estimated useful life of the assets at the following annual rates:

 Computer equipment – 5 years straight-line;

 Computer software – 5 years straight-line;

 Furniture and equipment – 5 years straight-line; and

 Leasehold improvements – straight-line over the lease term.

 Depreciation methods, useful lives and residual values are reviewed in each financial year and adjusted if appropriate.

A-7

 NOTES TO FINANCIAL STATEMENTS

 Leases

 The Company reviews all contracts and determines if the arrangement represents or contains a lease, at inception. Operating leases would be included in Right of use assets and Lease obligations (current and long-term) in the Balance Sheets. The Company does not have any finance leases.

 Operating lease ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company's lease agreements do not contain any residual value guarantees.

 Mineral properties

 All direct costs related to the acquisition of mineral property interests are capitalized. Mineral property exploration expenditures are expensed when incurred. When it has been established that a mineral deposit is commercially mineable, an economic analysis has been completed and permits are obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized. Capitalized costs will be amortized following commencement of commercial production using the unit of production method over the estimated life of proven and probable reserves.

 Asset retirement obligations

 The Company records a liability based on the best estimate of costs for site closure and reclamation activities that the Company is legally or contractually required to undertake. The liability is estimated using expected discounted cash flows based on engineering and environmental reports and accreted to full value over time through periodic charges to income. Adjustments to the reclamation obligation arising from changes in estimates are recorded as a component of the mineral property.

 Income taxes

 The Company is not a taxable entity for income tax purposes. Accordingly, no recognition is given to income taxes for financial reporting purposes. Tax on the net income (loss) of the Company is borne by the owners through the allocation of taxable income (loss). Net income for financial statement purposes may differ significantly from taxable income for the owners as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the shareholders agreement.

 Impairment of long-lived assets

 Management assesses the possibility of impairment in the carrying value of its long-lived assets whenever events or circumstances indicate that the carrying amounts of the asset or assets group may not be recoverable. Management calculates the estimated undiscounted future net cash flows relating to the asset or assets. When the carrying value of an asset exceeds the related undiscounted cash flows, the asset is written down to its estimated fair value, which is usually determined using discounted future cash flows. Management's estimates of mineral prices, mineral reserves, foreign exchange rates, production levels and operating, capital and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset. It is possible that material changes could occur that may adversely affect management's estimates.

A-8

 NOTES TO FINANCIAL STATEMENTS

 Cash and cash equivalents

 Cash and cash equivalents consist of cash held at a single financial institution. The fair value of the Company's financial assets, which includes cash, approximates their carrying values due to their short-term nature.

 Trade payables

 The fair value of the Company's financial liabilities, such as accounts payable and accrued liabilities approximates their carrying values due to their short-term nature.

 Due to related parties

 The amounts due to Barrick and NOVAGOLD are non-interest bearing, unsecured and are due on demand.

 NOTE 3 – LEASES

 The Company currently leases office space under a short-term operating lease with a lease term of one year. The lease requires monthly lease payments during that year.

 The Company performed evaluations of its contracts and determined its identified leases are operating and short-term leases. No variable leases with non-cancelable terms greater than one month were identified.

 Operating lease expenses are included on the Statements of Loss in General and administrative expense and Mineral property leases and include the following components for the year ended November 30, 2024:

 2024

 2023

 Operating lease cost

 —

 Variable lease cost

 —

 —

 Short-term lease cost

 $

 $

 There are no future minimum lease payments under non-cancellable operating leases as of November 30, 2024.

 Other information regarding leases for the year ended November 30, 2024, includes the following:

 2024

 2023

 Cash paid for operating leases

 $

 —

 $

 Right-of-use assets obtained in exchange for lease liabilities

 $

 —

 $

 —

 NOTE 4 – PLANT AND EQUIPMENT

 2024

 2023

 Plant and equipment

 $

 8,378

 $

 8,296

 Accumulated depreciation

 (6,446

)

 (5,386

)

 $

 1,932

 $

 2,910

A-9

 NOTES TO FINANCIAL STATEMENTS

 NOTE 5 – MINERAL PROPERTY

 2024

 2023

 Acquisition cost

 64,000

 64,000

 Asset retirement cost

 1,308

 1,230

 $

 65,308

 $

 65,230

 The Donlin Gold Project is located in the Kuskokwim region of southwestern Alaska on private, Alaska Native-owned mineral and surface land and Alaska state mining claims. The property is under lease for subsurface mineral rights from Calista Corporation and surface land rights from The Kuskokwim Corporation, two Alaska Native corporations. The mineral property was jointly owned by Barrick and NOVAGOLD through an unincorporated joint venture prior to the formation of the Company. Upon formation of the Company, the mineral property contributed was recorded based on the predecessor accounting values of Barrick and NOVAGOLD. As such, mineral property includes the historic acquisition cost as the partners' initial contribution to the Company.

 NOTE 6 – RELATED PARTY TRANSACTIONS

 The Company received management, administrative services, and third party contracted services on behalf of the Company from Barrick for $452 in 2024, $332 in 2023, and $1,288 in 2022, and received from NOVAGOLD third party contracted services on behalf of the Company for $815 in 2024, $923 in 2023, and $681 in 2022. Both Barrick and NOVAGOLD amounts are included in General and Administrative, and drilling, studies and engineering expense.

 The Company has accounts payable to Barrick at November 30, 2024 of $84 (2023: $474) for reimbursement of management, administrative services, and third party contracted services on behalf of the Company and to NOVAGOLD of $144 (2023: $243) for reimbursement of third party contracted services on behalf of the Company.

 NOTE 7 – RECLAMATION AND REMEDIATION

 Significant reclamation and closure activities include rehabilitation and decommissioning of the camp and drill sites. Although the ultimate amount or timing of reclamation costs cannot be predicted with certainty, the estimated discounted cash flows required to settle the Company's obligations for work undertaken at the site to date is $1,640.

 2024

 2023

 Reclamation and Remediation

 1,482

 1,403

 Changes in estimated costs and timing

 —

 Accretion

 $

 1,640

 $

 1,482

 During the year, the discounted reclamation cost estimate was accreted resulting in a change in the measurement of the liability of $80 with a revised estimate of timing and amount resulting in an adjustment of $78. The estimated cash flows are assumed to commence in five years from the balance sheet date.

 NOTE 8 – MINERAL PROPERTY LEASES

 The Company leases certain assets, such as mineral property leases, that are an exception to applying lease accounting under ASC 842. These mineral property leases coincide with the currently projected Donlin Gold mine life, with provisions for a further extension, should production continue beyond that. Future minimum annual mineral property lease payments are $3,567 in 2025, $3,567 in 2026, $3,567 in 2027, $3,567 in 2028, and $3,567 in 2029 totaling $17,835.

 A-10