NovaGold Resources Annual Report 2023

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended November 30, 2023 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 NOVAGOLD RESOURCES INC.(Exact Name of Registrant as Specified in Its Charter) British ColumbiaN/A(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.) 201 South Main Street, Suite 400Salt Lake City, Utah, USA84111(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 classTrading Symbol(s)Name of each exchange on which registeredCommon SharesNGNYSE AmericanToronto 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 ofthis 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. Seethe 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 financialaccounting 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 reportingunder 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 ofan 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’sexecutive 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 of the registrant’s common shares on May 31, 2023 (the last business day of the registrant’s most recently completed secondfiscal quarter) of $5.15 per share, the aggregate market value of the voting common shares held by non-affiliates was approximately $1,266,900,000. As of January 16, 2024, the registrant had 334,371,223 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, 2024, inconnection with the registrant’s fiscal year 2023 annual meeting of shareholders, are incorporated by reference into Part III of this Annual Report on Form 10-K. 2NOVAGOLD RESOURCES INC. TABLE OF CONTENTS Page PART I8 Item 1.Business8 Item 1A.Risk Factors13 Item 1B.Unresolved Staff Comments23 Item 1C.Cybersecurity23 Item 2.Properties24 Item 3.Legal Proceedings42 Item 4.Mine Safety Disclosures42 PART II43 Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities43 Item 6.[Reserved]45 Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations (US dollars in thousands, except per share amounts)46 Item 7A.Quantitative and Qualitative Disclosures about Market Risk52 Item 8.Financial Statements and Supplementary Data53 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure72 Item 9A.Controls and Procedures72 Item 9B.Other Information72 PART III73 Item 10.Directors, Executive Officers and Corporate Governance73 Item 11.Executive Compensation73 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters73 Item 13.Certain Relationships and Related Transactions, and Director Independence74 Item 14.Principal Accountant Fees and Services74 PART IV75 Item 15.Exhibits and Financial Statement Schedules75 Item 16.Form 10-K Summary77 3NOVAGOLD RESOURCES INC. Unless the context otherwise requires, the words “we,” “us,” “our,” the “Company” and “NOVAGOLD” refer to NOVAGOLD RESOURCES INC., a British Columbiacorporation, and its subsidiaries as of November 30, 2023. CURRENCY References in this report to $ refer to United States currency and C$ to Canadian currency. See the “Glossary of Technical Terms” for more information regarding some of the terms used in this report. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements or information within the meaning of Canadian securities laws and the United States Private SecuritiesLitigation Reform Act of 1995 concerning anticipated results and developments in our operations in future periods, planned exploration activities, the adequacy of our financial resourcesand other events or conditions that may occur in the future. These forward-looking statements may include statements regarding perceived merit of properties, exploration results andbudgets, mineral reserves and resource estimates, work programs, anticipated timing of updated reports and/or studies, capital expenditures, operating costs, cash flow estimates,production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, including our plans and expectations relating to the Donlin Goldproject, permitting and the timing thereof, market prices for precious metals, or other statements that are not statements of fact. These statements relate to analyses and other informationthat are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also bedeemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events orperformance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”,“strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or“will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect: ●our ability to achieve production at the Donlin Gold project; ●dependence on cooperation of co-owner in exploration and development of the Donlin Gold project; ●estimated capital costs, operating costs, production and economic returns; ●estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying our resource and reserve estimates; ●our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable; ●assumptions that all necessary permits and governmental approvals will be obtained and retained, and the timing of such approvals; ●assumptions made in the interpretation of drill results, the geology, grade and continuity of our mineral deposits; ●our expectations regarding demand for equipment, skilled labor and services needed for the Donlin Gold project; ●our activities will not be adversely disrupted or impeded by development, operating or regulatory risks; and ●our expectations regarding the timing and outcome of the appeals to the Federal Joint Record of Decision (JROD) and permits issued by the U.S. Army Corps of Engineers(Corps) and U.S. Bureau of Land Management (BLM) and the State Clean Water Act Section 401 Certification (as defined below), pipeline right-of-way (ROW) agreement andlease (as defined below); and application for water rights (as defined below). Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from thosereflected in the forward-looking statements, including, without limitation: ●uncertainty of whether there will ever be production at the Donlin Gold project; 4NOVAGOLD RESOURCES INC. ●risks related to co-owner on which we depend for Donlin Gold project activities; ●risks related to proceeding with a feasibility study for the Donlin Gold project without the participation of the co-owner; ●our history of losses and expectation of future losses; our limited property portfolio; ●risks related to our ability to finance the development of the Donlin Gold project through external financing, strategic alliances, the sale of property interests or otherwise; ●uncertainty of estimates of capital costs, operating costs, production and economic returns; ●commodity price fluctuations; ●risks related to market events and general economic conditions; ●risks related to opposition to our operations at our mineral exploration and development properties from non-governmental organizations (NGOs) or civil society; ●the risk that permits and governmental approvals necessary to develop and operate the Donlin Gold project will not be available on a timely basis, subject to reasonableconditions, or at all; ●uncertainties relating to the assumptions underlying our resource and reserve estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capitalcosts; ●risks related to the inability to develop or access the infrastructure required to construct and operate the Donlin Gold project; ●uncertainty related to title to the Donlin Gold project; ●risks related to our largest shareholder; ●risks related to conflicts of interests of some of the directors and officers of the Company; ●risks related to the need for reclamation activities on our properties and uncertainty of cost estimates related thereto; ●credit, liquidity, interest rate and currency risks; ●mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with, or interruptionsin, development, construction or production; risks related to governmental regulation; ●risks related to environmental laws and regulations; ●risks related to our insurance; ●risks related to title and other rights to our mineral properties; ●risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of the Donlin Gold project, and related cost increases; ●our need to attract and retain qualified management and technical personnel; ●uncertainty as to the outcome of potential litigation; ●risks related to the effects of global climate change on the Donlin Gold project; ●risks related to information technology systems; and ●risks related to the Company’s status as a “passive foreign investment company” in the United States This list is not exhaustive of the factors that may affect any of our forward-looking statements. Forward-looking statements are statements about the future and are inherentlyuncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks,uncertainties and other factors, including, without limitation, those referred to in this Annual Report on Form 10-K under the heading “Risk Factors” and elsewhere. Our forward-looking statements contained in this Annual Report on Form 10-K are based on the beliefs, expectations and opinions of management as of the date of this report.We do not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. Forthe reasons set forth above, investors should not place undue reliance on forward-looking statements. Technical Information Paul Chilson, P.E., a Qualified Person and an employee of the Company reviewed and approved the scientific and technical information contained in this Annual Report on Form10-K. 5NOVAGOLD RESOURCES INC. GLOSSARY OF TECHNICAL TERMS The following technical terms defined in this section are used throughout this Annual Report on Form 10-K. alluvialA placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g. gold or diamond) associated with an alluvialplacer. arsenopyriteAn arsenic iron sulfide mineral (FeAsS). assayA metallurgical analysis used to determine the quantity (or grade) of various metals in a sample. concentrateA clean product recovered in flotation, which has been upgraded sufficiently for downstream processing or sale. cut-off gradeThe grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining. For purposes of establishing "prospects ofeconomic extraction," the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if minedin surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing facility).Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping ratio. cyanidationA metallurgical technique, using a dilute cyanide solution, for extracting gold from ore by dissolving the gold into solution. dikeA tabular igneous intrusion that cuts across the bedding of the host rock. doréA semi-pure alloy of gold and silver. electrowinningThe deposition of gold from solution to cathodes by passing electric current from anodes through gold-bearing solution. flotationA process used for the concentration of minerals, especially within base metal systems. geotechnicalSaid of tasks or analysis that provide representative data of the geological rock quality in a known volume. gradeQuantity of metal or mineral per unit weight of host rock. greywackeA variety of sandstone generally characterized by its hardness, dark color, and poorly sorted angular grains of quartz, feldspar, and small rock fragments set in a compact,clay-fine matrix. hostrock A body of rock serving as a host for other rocks or for mineral deposits. hydrothermalPertaining to hot aqueous solutions of magmatic origin which may transport metals and minerals in solution. intrusiveSaid of igneous rock formed by the consolidation of magma intruded into other rocks. maficIgneous rocks composed mostly of dark, iron- and magnesium-rich minerals. massiveSaid of a mineral deposit, especially of sulfides, characterized by a great concentration of mineralization in one place, as opposed to a disseminated or vein-like deposit. mineralA naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form. mineraldeposit A mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient averagegrade of metal or metals to warrant further exploration and/or development expenditures. mineralizationA natural occurrence in rocks or soil of one or more yielding minerals or metals. net presentvalue (NPV)The sum of the value on a given date of a series of future cash payments and receipts, discounted to reflect the time value of money and other factors such as investmentrisk. oreRock containing metallic or non-metallic materials that can be extracted at a profit. placerAn alluvial deposit of sand and gravel, which may contain valuable metals. porphyryAn igneous rock of any composition that contains conspicuous phenocrysts (large crystals or mineral grains) in a fine-grained groundmass. pyriteAn iron sulfide mineral (FeS2), the most common naturally occurring sulfide mineral. pyrrhotiteAn unusual, generally weakly magnetic, iron sulfide mineral with varying iron content (Fe1-xS (x=0 to 0.2)). 6NOVAGOLD RESOURCES INC. reverse circulation(RC)A type of drilling using dual-walled drill pipe in which the material drilled, water and mud are circulated up the center pipe while air is blown down the outside pipe. realgarAn arsenic sulfide mineral (As4S4). reclamationRestoration of mined land to original contour, use, or condition where possible. rhyodaciteA volcanic, high-silica rock composed of mostly quartz and feldspar. sedimentarySaid of rock formed at the Earth’s surface from solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited, orchemically precipitated. shaleA fine-grained detrital (transported by wind, water, or ice) sedimentary rock, formed by the consolidation of clay, silt, or mud. sillAn intrusive sheet of igneous rock of roughly uniform thickness that has been forced between the bedding planes of existing rock. stibniteAn antimony sulfide mineral (Sb2S3). strikeThe direction, or bearing from true north, of a vein or rock formation measured on a horizontal surface. sulfideA compound of sulfur and some other metallic element. syngeneticRelating to or denoting a mineral deposit or formation produced at the same time as the host rock. tailingsUneconomic material produced by a mineral processing plant which is disposed of in a manner meeting government regulation and which may involve a permanentimpoundment facility or which may involve the discharge of material to the environment in a manner regulated by the government authority. veinA thin, sheet-like crosscutting body of hydrothermal mineralization, principally quartz. waste rockBarren or submarginal rock that has been mined but is not of sufficient value to warrant treatment and is therefore removed ahead of the milling processes. 7NOVAGOLD RESOURCES INC. PART I 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”). 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 wasacquired primarily through previous equity financings consisting of public offerings of our common shares and warrants and through debt financing consisting of convertible notes, andthe sale of assets. We expect to continue to raise capital through additional equity and/or debt financings, through the exercise of stock options, and otherwise. We were incorporated by memorandum of association on December 5, 1984, under the Companies Act (Nova Scotia) as 1562756 Nova Scotia Limited. On January 14, 1985, wechanged our name to NovaCan Mining Resources (1985) Limited and on March 20, 1987, we changed our name to NOVAGOLD RESOURCES INC. On May 29, 2013, our shareholdersapproved the continuance of the corporation into British Columbia. Subsequently, we filed the necessary documents in Nova Scotia and British Columbia, and we continued under theBusiness Corporations Act (British Columbia) effective as of June 10, 2013. The current addresses, telephone and facsimile numbers of our offices are: Executive officeCorporate office201 South Main Street, Suite 400400 Burrard Street, Suite 1860Salt Lake City, UT, USA 84111Vancouver, BC, Canada V6C 3A6Telephone (801) 639-0511Toll free (866) 669-6227Facsimile (801) 649-0509Facsimile (604) 669-6272 8NOVAGOLD RESOURCES INC. Corporate Structure As of November 30, 2023, 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. The following chart depicts the corporate structure of the Company together with the jurisdiction of incorporation of each of our material subsidiaries and related holdingcompanies. All ownership is 100% unless otherwise indicated. 9NOVAGOLD RESOURCES INC. Human Capital Resources On November 30, 2023, we had 13 full-time employees, of which four are located in Canada and nine are located in the United States. We also use consultants with specific skillsto 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. Empowering every employee to be their best, affording every employee the opportunity to make adifference, 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. We have adopted a Human RightsPolicy 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 2023, 46% of our total workforce were women. Selection of individuals for executive and other positions with the Company is guided by theCompany’s policy which “prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability or age.” Our Board and managementacknowledge 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.When considering candidates for executive positions, the Board’s evaluation considers the broadest possible assessment of each candidate’s skills and background with the overridingobjective of ensuring that we have the appropriate balance of skills, experience, and capacity that the Company needs to be successful. In the context of this overriding objective, wehave determined not to set targets for the percentage of women, or other aspects of diversity, in executive officer positions. NOVAGOLD is committed to fostering, cultivating, and preserving a culture of diversity, equity and inclusion. Our employees are one of the most valuable assets we have. Thecollective sum of the individual differences, life experiences, knowledge, inventiveness, innovation, self-expression, unique capabilities, and talent that our employees invest in their workrepresents a significant part of our culture, reputation, and NOVAGOLD’s achievements. NOVAGOLD is dedicated to creating an inclusive work environment for everyone. We embrace and celebrate the unique experiences, perspectives, and cultural backgroundsthat each employee brings to our workplace. NOVAGOLD strives to foster an environment where our employees feel respected, valued, and empowered, and our team members are at theforefront in helping us promote and sustain an inclusive workplace. NOVAGOLD’s diversity initiatives are applicable—but not limited—to our practices and policies on recruitment and selection; compensation and benefits; professionaldevelopment and training; promotions; and the ongoing development of a work environment built on the premise of gender and diversity equity. To that end, we seek out qualifieddiverse candidates and encourage them to apply for open positions, either from within or outside of the company. We also seek out opportunities to develop a pipeline of qualifieddiverse candidates in a particular profession when we are unable to find them ourselves. For example, in 2021 the Company established and continues to fund the NOVAGOLD Miningand Geological Engineering Scholarship at the University of Alaska to help support and encourage undergraduate students seeking bachelor’s degrees in mining or geologicalengineering, with a focus on supporting underrepresented students. 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. 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 onsafety is also reflected at Donlin Gold where a wide-ranging set of policies are implemented at the project site and in the Anchorage office. In 2023, neither Donlin Gold nor NOVAGOLDhad any recordable injuries or lost time incidents (LTIs). At Donlin Gold specifically, more than 3.4 million hours have been worked over more than a decade without an LTI. Also seesection Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, below. 10NOVAGOLD RESOURCES INC. Recent Developments Donlin Gold project The 2023 field program at the Donlin Gold project commenced in February. It was safely completed on schedule in July and included comprehensive fieldwork and geotechnicaldrilling required to complete the Alaska Dam Safety certificate applications. This involved data collection at the locations earmarked for water retention structures, including the proposedTailings Storage Facility (TSF). The fieldwork included 1,840 meters of geotechnical drilling, 74 test pits in the locations of the planned water retention structures, 25 kilometers of seismicsurvey, and TSF test plot liner installation. Fieldwork to further define groundwater conditions at the site included 1,279 meters of hydrogeologic drilling with instrumentation and pumptests, providing essential information for mine planning and design. At the historic Lyman placer site, restoration work included significant stream and pond habitat creation. Final workincluding anticipated aquatic life access and use is planned for the 2024 field season. Trade-off studies and extensive analysis on project assumptions, inputs, design components for optimization (mine engineering, metallurgy, hydrology, power, andinfrastructure) were prepared. Work on geologic modeling concepts and other optimization efforts are still underway. The comprehensive work provided valuable information for theDonlin Gold LLC board and its owners. On September 21, 2023, both Barrick and NOVAGOLD attended a workshop in Alaska to review the substantial amount of work completed to dateand discuss the next steps for the Donlin Gold project and workplan for the coming years. At the December 2023 Donlin Gold LLC board meeting, NOVAGOLD proposed proceeding to an updated feasibility study while the co-owner proposed continued drillingcampaigns. Even though the owners did not agree to either proposal at the December meeting, they found common ground on value-adding activities that advance the project. Thus,while discussions continue regarding next steps, the Donlin Gold LLC board approved a budget of $28.5 million (100% basis) for 2024, comprising resource modelling, mine planningwork, metallurgical test work (pilot plant), regional infrastructure support planning, geoscience hydrology and closure planning, advancement of the dam safety certificate applications,and continued support of pending litigation, government affairs, community engagement activities, and sponsorships. NOVAGOLD will continue to employ concerted and inclusiveefforts to advance the Donlin Gold project for the benefit of all our shareholders and Donlin Gold stakeholders. For further information, see section Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, below. 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 andmineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which are approved by the appropriate regulatory agencies.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 theauthority to implement the approved reclamation plan in the event that the project owners fail to complete the work as provided in the plan. Government and Environmental Regulations Our exploration and development activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development,mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances, disclosure requirements andother matters. We have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our exploration and developmentprograms. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations in the United States. There are nocurrent orders or directions relating to us with respect to the foregoing laws and regulations. For a more detailed discussion of the various government laws and regulations applicable toour operations and potential negative effects of these laws and regulations, see section Item 1A, Risk Factors, below. Competition We compete with other mineral resource exploration and development companies for financing, technical expertise, and the acquisition of mineral properties. Many of thecompanies with whom we compete have greater financial and technical resources. Accordingly, these competitors may be able to spend greater amounts on the acquisition, exploration,and development of mineral properties. This competition could adversely impact our ability to finance further exploration and to obtain the financing necessary for us to develop theDonlin Gold project. Availability of Raw Materials and Skilled Employees Most aspects of our business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, resource estimating, metallurgy, mineplanning, logistical planning, preparation of pre-feasibility and feasibility studies, permitting, engineering, construction and operation of a mine, financing, legal, human resources,accounting, investor relations, and community relations. Historically, we have found that we can locate and retain appropriate employees and consultants and we believe we will continueto be able to do so. 11NOVAGOLD RESOURCES INC. The raw materials we require to carry on our business are readily available through normal supply or business contracting channels in the United States and Canada. Historically,we have been able to secure the appropriate equipment and supplies required to conduct our contemplated programs. As a result, we do not believe that we will experience any shortagesof required equipment or supplies in the foreseeable future. Seasonality Our business can be seasonal as our mineral exploration and development activities take place in southwestern Alaska. Due to the northern climate, work on the Donlin Goldproject can be limited due to excessive snow cover and cold temperatures. In general, surface work often is limited to late spring through early fall, although work in some locations ismore readily and efficiently completed during the winter months when the ground is frozen. 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 financialinstitutions, 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 andnational political and economic conditions. 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 theLondon Bullion Market ($/ounce): Year High Low Average 2019 $1,546 $1,271 $1,392 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 (through January 16) $2,068 $2,025 $2,042 On January 16, 2024, the afternoon LBMA gold price was $2,038 per ounce. 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 andExchange Commission (“SEC”). These reports are also available at the SEC website at www.sec.gov. Certain other information, including but not limited to the Company’s CorporateGovernance Guidelines, the charters of key committees of its Board of Directors and its Code of Business Conduct and Ethics are also available on the website. Our website and theinformation contained therein or connected thereto are not intended to be, and are not incorporated into this Annual Report on Form 10-K. 12NOVAGOLD RESOURCES INC. Item 1A.Risk Factors You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K. Each of these risk factors couldadversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common shares. The risks described below are notthe only ones facing the Company. Additional risks that we are not presently aware of, or that we currently believe are immaterial, may also adversely affect our business, operatingresults and financial condition. We cannot assure you that we will successfully address these risks and caution that other unknown risks may exist or may arise that may affect ourbusiness. An investment in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage of exploration and development of ourmineral properties. The following risk factors, as well as risks not currently known to us, could materially adversely affect our future business, operations and financial condition andcould cause them to differ materially from the estimates described in the forward-looking statements relating to us. Risks Related to Our Business We have no history of commercially producing precious metals from our mineral exploration properties and there can be no assurance that we will successfully establish miningoperations or profitably produce precious metals. The Donlin Gold project is not in production or currently under construction, and we have no ongoing mining operations or revenue from mining operations. Mineral explorationand development has a high degree of risk and few properties that are explored are ultimately developed into producing mines. The future development of the Donlin Gold project willrequire obtaining permits and financing and the construction and operation of mines, processing plants and related infrastructure. As a result, we are subject to all of the risks associatedwith establishing new mining operations and business enterprises, including: ●the need to obtain 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. The costs, timing and complexities of mine construction and development are increased by the remote location of our mineral properties, with additional challenges relatedthereto, including access, water and power supply, and other support infrastructure. Cost estimates may increase significantly as more detailed engineering work and studies arecompleted on a project. New mining operations commonly experience unexpected costs, problems and delays during development, construction, and mine start-up. In addition, delays inthe commencement of mineral production often occur. Accordingly, there are no assurances that our activities will result in profitable mining operations, or that we will successfullyestablish mining operations, or profitably produce precious metals at the Donlin Gold project. In addition, there is no assurance that our mineral exploration activities will result in any discoveries of new ore bodies. If further mineralization is discovered there is also noassurance that the mineralized material would be economical for commercial production. Discovery of mineral deposits is dependent upon a number of factors and significantly influencedby the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon a number of factors which are beyond our control,including the attributes of the deposit, commodity prices, government policies and regulation, and environmental protection requirements. We are dependent on 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 a third party with whom we have an agreement; we hold a 50% interest and the remaining50% interest is held by the third party that is not under our control or direction. We are dependent on the third party for the progress and development of the Donlin Gold project. Thethird party may also have different priorities which could impact the timing and cost of development of the Donlin Gold project. The third party may also be in default of its agreementwith us, without our knowledge, which may put the mineral property and related assets at risk. The existence or occurrence of one or more of the following circumstances and eventscould 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 adverseimpact 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 Goldproject 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 itsobligations to the joint business or other parties; and (iv) litigation with the third party regarding joint business matters. 13NOVAGOLD RESOURCES INC. 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 andadditional capital resources. Although proposed by NOVAGOLD, currently the owners have not agreed to commence an updated feasibility study. The Company may choose to proceed with a feasibilitystudy 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 studyis an endeavor requiring significant funding and staffing. We expect a feasibility study would take approximately two years to complete once commenced and would require significantmanagement time and attention. 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 raiseadditional capital through means such as equity and/or debt financing to successfully complete the feasibility study. There can be no assurance that the Company could raise therequired 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. The Donlin Gold project has not advanced to the commercial production stage and we have no history of earnings or cash flow from operations. We expect to continue to incurnet losses unless and until such time the Donlin Gold project commences commercial production and generates sufficient revenues to fund continuing operations. The development ofour mineral properties to achieve production will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors,including the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the process ofobtaining required government permits and approvals, the availability and cost of financing, the participation of our partners, and the execution of any sale or joint venture agreementswith strategic partners. 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 solelydependent upon this property. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further development at the Donlin Goldproject may have a material adverse effect on our financial condition and results of operations. 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 abilityto obtain suitable financing. We have limited financial resources. We will need external financing to develop and construct the Donlin Gold project. According to the S-K 1300 Report (as defined below), thetotal 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 estimatesmay change materially as our studies are updated. 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 rendersuch development uneconomic. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of suchfinancing will be favorable. Our failure to obtain financing could have a material adverse effect on our growth strategy and results of operations and financial condition. We intend to fund our near-term business plan from working capital. Longer term, our ability to continue future exploration, permitting, development, and construction activities,if any, will depend in part on our ability to obtain suitable equity, debt, or other forms of financing. If we raise additional funding by issuing additional equity securities or other securitiesthat are convertible into equity securities, such financing may substantially dilute the interest of existing or future shareholders. Sales or issuances of a substantial number of securities,or the perception that such sales could occur, may adversely affect the prevailing market price for our common shares. With any additional sale or issuance of equity securities, investorswill suffer dilution of their voting power and may experience dilution in earnings per share. 14NOVAGOLD RESOURCES INC. There can be no assurance that we will commence production at the Donlin Gold project or generate sufficient revenues to meet our obligations as they become due or obtainnecessary financing on acceptable terms, if at all. Our failure to meet our ongoing obligations on a timely basis could result in the loss or substantial dilution of our interests (as existingor as proposed to be acquired) in the Donlin Gold project. In addition, should we incur significant losses in future periods, we may be unable to continue as a going concern, andrealization of assets and settlement of liabilities in other than the normal course of business may be at amounts materially different than our estimates. Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and there are no assurances that any futuredevelopment activities will result in profitable mining operations. The capital costs to take the Donlin Gold project into production may be significantly higher than anticipated. As a result of the content updates included in the 2021 TechnicalReport (as defined below) and S-K 1300 Report, the total initial capital cost estimate for the Donlin Gold project is $7,402 million. Likewise, the total sustaining capital estimate is $1,723million. 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 bebased upon feasibility studies. Feasibility studies derive estimates of cash operating costs based upon, among other things: ●anticipated tonnage, grades and metallurgical characteristics of the ore to be mined and processed; ●anticipated recovery rates of gold and other precious metals from the ore; ●cash operating costs of comparable facilities and equipment; and ●anticipated climatic conditions. 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 thoseanticipated 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 costsincurred in operating the Donlin Gold project will not be higher than currently anticipated. Changes in the market price of gold, which in the past has fluctuated widely, affect our financial condition. Our profitability and long-term viability will depend, in large part, upon the market price of gold that may be produced from our Donlin Gold project. The market price of gold isvolatile and is impacted by numerous factors beyond our control, including: ●global or regional consumption patterns; ●expectations with respect to the rate of inflation; ●the relative strength of the U.S. dollar and certain other currencies; ●interest rates; ●global or regional political or economic conditions, including interest rates and currency values; ●supply and demand for jewelry and industrial products containing gold; and ●sales or purchases by central banks and other holders, speculators, and producers of gold in response to any of the above factors. We cannot predict the effect of these factors on the price of gold. A decrease in the market price of gold could affect our ability to finance the development of the Donlin Goldproject, which would have a material adverse effect on our financial condition and results of operations. There can be no assurance that the market price of gold will remain at currentlevels or that such prices will improve. An increase in worldwide supply, and consequent downward pressure on prices, may result over the longer term from increased production fromthe development of new or expansion of existing mines. There is no assurance that if commercial quantities of gold are discovered, that a profitable market may exist or continue to existfor a production decision to be made or for the ultimate sale of gold. General economic conditions may adversely affect our growth, future profitability and ability to finance. Some key impacts which can contribute to financial market turmoil potentially impacting the mining industry include contraction in credit markets resulting in a widening of creditrisk, imposition of trade tariffs among various countries, devaluations, high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of marketliquidity. The prices of gold and gold mining company equities have experienced significant volatility over the past few years. 15NOVAGOLD RESOURCES INC. A decrease in the price of gold or tightening of credit in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates,business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect ourability to finance development and construction of the Donlin Gold project. Specifically: ●global economic conditions could make other investment sectors more attractive, thereby affecting the cost and availability of financing to us and our ability to achieve ourbusiness plan; ●the imposition of protectionist or retaliatory trade tariffs by countries may impact our ability to import materials needed to construct our projects or conduct our operations, or toexport our products, at prices that are economically feasible for our operations, or at all; ●the volatility of metal prices would impact the economic viability of the Donlin Gold project and any future revenues, profits, losses and cash flow; ●negative economic pressures could adversely impact demand for future production from the Donlin Gold project; ●construction related costs could increase and adversely affect the economics of the Donlin Gold project; ●volatile energy, commodity and consumables prices and currency exchange rates would impact our future production costs; and ●the devaluation and volatility of global stock markets would impact the valuation of our equity and other securities. Opposition to our operations from local stakeholders or NGOs could have a material adverse effect on us. There is ongoing public concern relating to the effect of mining production on its surroundings, communities, and environment. Local communities and NGOs, some of whichoppose resource development, are often vocal critics of the mining industry. While we seek to operate in a socially responsible manner, opposition to extractive industries or ouroperations specifically or adverse publicity generated by local communities or NGOs related to extractive industries, or our operations specifically, could have an adverse effect on ourreputation and financial condition or our relationships with the communities in which we operate. As a result of such opposition or adverse publicity, we may be unable to obtain permitsnecessary for our operations or to continue our operations as planned or at all. See “Recent Developments” above. We require various permits to conduct our current and anticipated future operations, and delays or a failure to obtain such permits, or a failure to comply with the terms of any suchpermits that we have obtained, could have a material adverse impact on us. Our current and anticipated future operations, including further exploration and development activities and commencement of production on the Donlin Gold project, requirepermits from various United States federal, state, and local governmental authorities. There can be no assurance that all permits that we require for the construction of mining facilitiesand to conduct mining operations will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits thatwe have obtained, could have a material adverse impact on us. The duration and success of efforts to obtain and renew permits are contingent upon many variables not within our control. Shortage of qualified and experienced personnel inthe various levels of government could result in delays or inefficiencies. Backlog within the permitting agencies could affect the permitting timeline of the various projects. Other factorsthat could affect the permitting timeline include (i) the number of other large-scale projects currently in a more advanced stage of development which could slow down the review processand (ii) significant public response regarding a specific project. Also, it can be difficult to assess what specific permitting requirements will ultimately apply to the Donlin Gold project. The quantities for our mineral resources and mineral reserves are estimates based on interpretation and assumptions and may yield less mineral production under actual conditionsthan is currently estimated. Unless otherwise indicated, mineralization quantities presented in this Annual Report on Form 10-K and in our other filings with securities regulatory authorities, press releasesand other public statements that may be made from time to time are based upon estimates made by our personnel and independent professionals. In addition, these estimates areimprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. 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. 16NOVAGOLD RESOURCES INC. Because we have not commenced commercial production at the Donlin Gold project, mineralization estimates may require adjustments, including potential downward revisionsbased 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 fromthat indicated by drilling results. There can be no assurance that the percentage of minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditionsor at production scale. Mineral resource estimates for mineral properties that have not commenced production are based, in many instances, on limited and widely spaced drill hole information, which isnot necessarily indicative of the conditions between and around drill holes. Accordingly, such mineral resource estimates may require revision as more drilling information becomesavailable or as actual production experience is gained. 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. The processrelies 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 timemay significantly change when new information becomes available. By their nature, mineral resource and reserve estimates are imprecise and depend, to a certain extent, upon analysis ofdrilling 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. Estimated mineral reserves or mineral resources may have to be recalculated based on changes in metal prices, further exploration or development activity, or actual productionexperience. In addition, if production costs increase, recovery rates decrease, if applicable laws and regulations are adversely changed, there is no assurance that the anticipated level ofrecovery will be realized or that mineral reserves or mineral resources as currently reported can be mined or processed profitably. This could materially and adversely affect estimates ofthe volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral reserve or mineral resource estimates. The extent to which mineralresources may ultimately be reclassified as mineral reserves is dependent upon the demonstration of their profitable recovery. Any material changes in mineral resource estimates andgrades 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 thatmineralization identified at the Donlin Gold project can or will be mined or processed profitably. 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-offgrades 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 reducedreported mineralization. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our ability toimplement 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 and in NI 43-101. There can be no assurance that additional mineral resources will ultimately be reclassified as mineral reserves. The failure to increase mineral reserves couldrestrict our ability to successfully implement our strategies for long-term growth and could impact future cash flows, earnings, results of operation and financial condition. Lack of infrastructure could delay or prevent us from developing the Donlin Gold project. Completion of the development of the Donlin Gold project is subject to various requirements, including the availability and timing of acceptable arrangements for power, water,transportation, access, and facilities. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay development ofthe project. There can be no assurance that adequate infrastructure, including access and power supply, will be built, that it will be built in a timely manner or that the cost of suchinfrastructure will be reasonable or that it will be sufficient to satisfy the requirements of the project. If adequate infrastructure is not available in a timely manner, there can be noassurance 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. 17NOVAGOLD RESOURCES INC. Access to the Donlin Gold project is limited and there is no infrastructure that serves the project area. An approximately 507-kilometer natural gas pipeline is needed to supplyfuel to the proposed on-site generating plant to provide power for the Donlin Gold project. The proposed pipeline would traverse generally undeveloped areas in Alaska that are difficultto access. Transportation of most of the supplies needed to construct and operate the Donlin Gold project would be accomplished by barging materials on the Kuskokwim River duringthe annual shipping season which typically occurs from late April to mid-October. Two ports would be needed on the Kuskokwim River, the first located in Bethel, Alaska, where oceanbarges 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 projectsite is needed to deliver the materials. 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 presentdesign, permitting, construction, and operational challenges for the project. Cost and schedule estimates may increase significantly as more detailed engineering work, geotechnical andgeological studies are completed. Title and other rights to our mineral properties are subject to agreements with other parties. The subsurface mineral and surface rights at the Donlin Gold project are owned by Calista Corporation (“Calista”) and The Kuskokwim Corporation (TKC), respectively, twoNative corporations. 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 ofDonlin 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.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. (“Electrum”) and its affiliate GRAT Holdings LLC hold in the aggregate 25.4% of our issued and outstanding common shares as of January 16,2024. Accordingly, Electrum and its affiliates will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders forapproval, including mergers, consolidations, and the sale of all or substantially all of our assets and other significant corporate actions. Unless full participation of all shareholders takesplace in such shareholder meetings, Electrum and its affiliates may be able to approve such matters itself. The concentration of ownership of the common shares by Electrum and itsaffiliates may: (i) delay or deter a change of control of the Company; (ii) deprive shareholders of an opportunity to receive a premium for their common shares as part of a sale of theCompany; and (iii) affect the market price and liquidity of the common shares. In conjunction with the January 22, 2009 financing, we provided Electrum with the right to designate anobserver at all meetings of the board of directors (the “Board”) and any committee thereof so long as Electrum and its affiliates hold not less than 15% of our common shares. InNovember 2011, Dr. Thomas S. Kaplan, was appointed Chairman of our Board. Dr. Kaplan is also the Chairman, Chief Executive Officer, and Chief Investment Officer of The ElectrumGroup LLC. As long as Electrum and its affiliates maintain its shareholdings in the Company, Electrum will have significant influence in determining the members of the Board. Without theconsent of Electrum, we could be prevented from entering into transactions that are otherwise beneficial to us. The interests of Electrum and its affiliates may differ from or be adverse tothe interests of our other shareholders. The effect of these rights and Electrum’s influence may impact the price that investors are willing to pay for our shares. If Electrum or its affiliatessell a substantial number of our common shares in the public market, the market price of the common shares could be adversely impacted. The perception among the public that thesesales will occur could also contribute to a decline in the market price of our common shares. Some of the directors and officers have conflicts of interest as a result of their involvement with other natural resource companies. Certain of our directors and officers also serve as directors, or have significant shareholdings in, other companies involved in natural resource exploration and development ormining-related activities. To the extent that such other companies may participate in ventures in which we may participate in or in ventures which we may seek to participate in, thedirectors and officers may have a conflict of interest. In all cases where the directors or officers have an interest in other companies, such other companies may also compete with us forthe acquisition of mineral property investments. Any decision made by any of these directors and officers involving the Company will be made in accordance with their duties andobligations to deal fairly and in good faith with a view to the best interests of the Company. In addition, each of the directors is required to declare and refrain from voting on any matterin which these directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (British Columbia) and other applicable laws. Inappropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.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 theCompany’s business, profitability, financial condition, results of operation, and prospects. 18NOVAGOLD RESOURCES INC. We have ongoing reclamation on some of our mineral properties and may be required to fund additional work that could have a material adverse effect on our financial position. Land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) to minimize long term effects of landdisturbance. 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. Exploration and other activities at the Donlin Gold project site have created disturbance that must be reclaimed. Financial resources spent on reclamation might otherwise bespent on further exploration and development programs. In addition, regulatory changes could increase our obligations to perform reclamation and mine closure activities. There can beno assurance that we will not be required to fund additional reclamation work at the site that could have a material adverse effect on our financial position. We are exposed to credit, liquidity, and interest rate risk. Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our cash equivalents and term depositinvestments are held through large Canadian chartered banks with high investment-grade ratings. These investments mature at various dates over the current operating period. A portionof the proceeds from the sale of our Galore Creek assets include notes receivable from a subsidiary of Newmont Corporation (“Newmont”), a publicly traded company with investment-grade credit ratings. The notes receivable included a $75 million note receivable of which payment was received on July 27, 2021 and included a $25 million note receivable of whichpayment was received on July 27, 2023. An additional $75 million will be receivable if and when a Galore Creek project construction plan is approved by the owner(s). No value wasassigned 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 offinancial assets recorded in the financial statements, net of any allowances for losses, represents our maximum exposure to credit risk. 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 ourcurrent 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. 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. The risk that we will realize aloss as a result of a decline in the fair value of the term deposit investments is limited because these investments have an original term of less than one year and are generally held tomaturity. 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, 2023, and assuming all othervariables remain constant, a 1% change in the U.S. prime rate would result in an increase/decrease of approximately $1.4 million in the interest accrued on the promissory note per annum.For more detail with respect to the promissory note, see section Item 2, Donlin Gold Project, Alaska, below. Risks Related to Our Industry Mining is inherently risky and subject to conditions or events some of which are beyond our control, and which could have a material adverse effect on our business. 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; ●metals losses; and ●periodic interruptions due to inclement or hazardous weather conditions. 19NOVAGOLD RESOURCES INC. These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties; personal injury or death, including to employees;environmental damage; delays in construction or mining operations; increased production costs; asset write downs; monetary losses; and possible legal liability. We may not be able toobtain insurance to cover these risks at economically feasible premiums or at all. Insurance against certain environmental risks, including potential liability for pollution or other hazardsas a result of the disposal of waste products occurring from mineral production, is not generally available to us or to other companies within the mining industry. We may suffer a materialadverse impact on our business if we incur losses related to any significant events that are not covered by our insurance policies. Exploration, construction, and production activities may be limited or delayed by inclement weather and shortened exploration, construction and operating seasons. For example,Donlin Gold proposes to transport the bulk of the supplies required to operate the Donlin Gold project to the site from ports in the United States and Canada. This would require thesupplies to be transported by barge on the Kuskokwim River which is free of ice and open for barge traffic for a limited period each year. Delays in the ice breakup or early freeze-up, lowflow levels and water depths, or other conditions affecting the Kuskokwim River could delay or prevent Donlin Gold from transporting supplies to the site. Any such interference with thedelivery 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. Our operations, exploration and development activities in the United States, are subject to extensive federal, state and local laws and regulations governing various matters,including: ●environmental protection; ●management and use of toxic substances and explosives; ●management of tailings and other wastes generated by our operations; ●management of natural resources; ●exploration and development of mines, production and post-closure reclamation; ●exports; ●price controls; ●taxation and mining royalties; ●regulations concerning business dealings with indigenous groups; ●availability and use of water resources; ●labor standards and occupational health and safety, including mine safety; and ●preservation of historic and cultural resources. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicialauthorities enjoining, curtailing or closing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in us incurringsignificant expenditures. We may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It isalso possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capitalexpenditures, restrictions on or suspensions of our operations and delays in the exploration and development of our mineral properties. 20NOVAGOLD RESOURCES INC. Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations. Our exploration, potential development and production activities in the United States are subject to regulation by governmental agencies under various environmental laws. Tothe extent that we conduct exploration activities or undertake new mining activities in other foreign countries, we will also be subject to environmental laws and regulations in thosejurisdictions. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, use of water, protection of natural resources,antiquities and endangered species, and reclamation of lands disturbed by mining operations. Environmental legislation and regulations continue to evolve, and the trend has beentoward stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and increasingresponsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations may require significant capital outlays on our behalf andmay cause material changes or delays in our intended activities. There can be no assurance that future changes in environmental regulations will not adversely affect our business, and itis possible that future changes in these laws or regulations could have a significant adverse impact on some portion of our business, causing us to re-evaluate those activities at thattime. Environmental hazards may exist on our mineral properties that are unknown to us at the present time, and that have been caused by previous owners or operators or that mayhave occurred naturally. We may be liable for remediating such damage. Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued byregulatory or judicial authorities, causing operations to cease or to be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment orremedial actions. Our insurance will not cover all of the potential risks associated with mining operations. Our business is subject to a number of risks and hazards generally including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpectedgeological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena, such as inclement weather conditions, floods, hurricanes andearthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the property ofothers, delays in construction or mining, monetary losses, and possible legal liability. Although we maintain insurance to protect against certain risks in such amounts as we consider reasonable, our insurance will not cover all the potential risks associated with amining company’s operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be availableor may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards, as a result ofexploration and production is not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution orother hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incursignificant costs that could have a material adverse effect on our financial performance and results of operations. Title and other rights to our mineral properties cannot be guaranteed and may be subject to prior unregistered agreements, transfers or claims and other defects. We cannot guarantee that title to our mineral properties will not be challenged. We may not have, or may not be able to obtain, all necessary surface rights to develop a mineralproperty. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained secure claim to individual mineral properties or miningconcessions may be severely constrained. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things,undetected defects. We have not conducted surveys of all the mineral properties in which we hold direct or indirect interests. A successful challenge to the precise area and location ofthese mineral properties could result in us being unable to operate on our mineral properties as permitted or being unable to enforce our rights with respect to our mineral properties. Thiscould result in us not being compensated for our prior investment relating to the mineral property. Rising metal prices encourage mining exploration, development, and construction activity, which in the past has increased demand for and cost of contract mining services andequipment. Increases in metal prices tend to encourage increases in mining exploration, development, and construction activities. During past expansions, demand for and the cost ofcontract exploration, development and construction services and equipment have increased as well. Increased demand for and cost of services and equipment could cause project coststo increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficultiesand cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development, or construction costs,result in project delays, or both. There can be no assurance that increased costs may not adversely affect our development of our mineral properties in the future. 21NOVAGOLD RESOURCES INC. We may experience difficulty attracting and retaining qualified management and technical personnel to meet our business objectives, and the failure to manage our businesseffectively could have a material adverse effect on our business and financial condition. We are dependent on the services of key executives including our President and Chief Executive Officer and other highly skilled and experienced executives and personnelfocused on managing our interests and the advancement of the Donlin Gold project, in addition to the identification of new opportunities for growth and funding. Due to our relativelysmall size, the loss of these persons or our inability to attract and retain additional highly skilled employees required for the development of our activities may have a material adverseeffect on our business or future operations. We may be subject to legal proceedings. Due to the nature of our business, we may be subject to a variety of regulatory investigations, claims, lawsuits, and other proceedings in the ordinary course of our business.The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancementof new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that thesematters 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. We would expect that the imposition of international treaties or U.S. or Canadianfederal, state, provincial, or local laws or regulations pertaining to mandatory reductions in energy consumption or emissions of greenhouse gasses could affect the feasibility of miningprojects and increase operating costs. The Donlin Gold project is not directly threatened by current predictions of sea level rise as it is located inland at elevations 150 meters to 640 meters above sea level. However,changes in sea levels could affect ocean and river transportation and shipping facilities, which would be used to transport supplies, equipment and personnel to the Donlin Gold projectand products from the project to world markets. The Donlin Gold project proposes to deliver the vast majority of construction and operations equipment, supplies, consumables, andother required materials to the project site via the Kuskokwim River when it is ice-free. Historically, the Kuskokwim River has been ice-free from late April until mid-October and modelsbased on historic weather and river flow records predict that there would be sufficient flow in the river to allow the transportation of the required materials to the project site annually. Ifclimate changes alter the ice-free season or flow patterns of the Kuskokwim River, the current supply logistics plan for the project may need to be modified. Climate changes also could affect the availability of water required to sustain operations at the Donlin Gold project. Also, management of water is an essential component of theproject’s operating plans. Climate change could require modifications to the project’s water management plan, which may require additional capital investments or increase operatingcosts, if precipitation increases or decreases relative to historic records. Extreme weather events (such as increased frequency or intensity of storms, increased snowpack, prolonged drought, and associated fire danger) have the potential to disruptoperations. Where appropriate the Donlin Gold project has developed contingency plans for managing extreme weather conditions; however, extended disruptions to supply lines due toextreme 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. 22NOVAGOLD RESOURCES INC. The Company is dependent upon information technology systems, which are subject to disruption, damage, failure, and risks associated with implementation and integration. The Company’s information technology systems used in its operations are subject to disruption, damage, or failure from a variety of sources, including, without limitation,computer viruses, security breaches, cyberattacks, natural disasters and defects in design. Cybersecurity incidents are evolving and include, but are not limited to, malicious software,attempts to gain unauthorized access to data or machines and equipment, and other electronic security breaches that could lead to disruptions in systems, unauthorized release ofconfidential or otherwise protected information, the corruption of data or the disabling, misuse or malfunction of machines and equipment. Various measures have been implemented tomanage the Company’s risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information oroperational technology disruptions, the Company could potentially be subject to the compromising of confidential or otherwise protected information, destruction or corruption of data,security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on cashflows, financial condition or results of operations. The Company could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or notproperly integrated into operations. Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failurescould have a material adverse effect on the Company’s business, financial position, and results of operations. We believe we were a passive foreign investment company (PFIC) in 2023 which could have negative tax consequences for U.S. investors. U.S. holders of our common shares should be aware that we believe that for U.S. federal income tax purposes we were classified as a PFIC for our fiscal year ended November 30,2023, and that we may continue to be classified as a PFIC in future years. The determination of whether the Company is a PFIC is a factual determination dependent on a number offactors and cannot be made until the close of the applicable tax year. Accordingly, no assurances can be given regarding the Company’s PFIC status for the current year or any futureyear. If the Company is a PFIC at any time during a U.S. holder’s holding period, then certain potentially adverse tax consequences could apply to such U.S. holder’s acquisition,ownership, and disposition of common shares. For more information, please see the discussion in Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters andIssuer Purchases of Equity Securities “Certain U.S. Federal Income Tax Considerations for U.S. Holders” below. Item 1B.Unresolved Staff Comments None. Item 1C.Cybersecurity Not applicable. 23NOVAGOLD RESOURCES INC. Item 2.Properties The Company has adopted the mining disclosure standards of Subpart 229.1300 of Regulation S-K – Disclosure by Registrants Engaged in Mining Operations (“S-K 1300”).The Company is subject to and required to disclose mineral resources and mineral reserves in accordance with S-K 1300. While the S-K 1300 rules are similar to National Instrument 43-101Standards of Disclosure for Mineral Projects (“NI 43-101”) rules in Canada, they are not identical and therefore two reports have been produced for the Donlin Gold project. Theinformation in Item 2, Properties, below is common to both reports and contains pertinent information required under S-K 1300. Donlin Gold Technical Report (NI 43-101) The Company retained Wood Canada Limited (“Wood”), an unaffiliated third-party firm comprising mining experts, to update content in its previously filed “Donlin Creek GoldProject, Alaska, USA, NI 43-101 Technical Report on the Second Updated Feasibility Study,” effective November 18, 2011, and amended January 20, 2012 (“2011 Mining Study”).Wood’s Qualified Persons (“QPs”) completed an exercise to verify which content in the 2011 Mining Study remains current, and what was required to update the report content with thelatest information. Updated content includes operating costs, capital costs, tax rates, long term gold price, and the economic analysis. Additionally, work done on the property since 2011with 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 verificationexercise was completed by each Wood QP co-authoring the report. This included a September 2020 site visit by two of the report QPs; review of the geologic data, geologic model, andresource model; review of metallurgical test work; review of designs for mining, processing, and infrastructure, including minor design updates; update of capital and operating costestimates utilizing a combination of cost indices and vendor quotations; and an updated economic analysis. Canadian NI 43-101 Definitions and CIM Definition Standards for MineralResources and Mineral Reserves (“CIM Definition Standards”), adopted by CIM Council on May 10, 2014 apply for this exercise. The Wood review determined that the report updating exercise resulted in no material change to the Mineral Resources or Mineral Reserves. On August 31, 2021, the Companyvoluntarily 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. The 2021 Technical Report was prepared by Wood. The 2021 Technical Reportis available on the Company’s website, on EDGAR at www.sec.gov 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, and Mineral Reserves using the mining disclosure standards of S-K 1300.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 TechnicalReport 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. Wood prepared the S-K 1300Report from the 2011 Mining Study of the Donlin deposits that was completed to at least pre-feasibility level, as defined by S-K 1300, at the time of the study. Material aspects of the 2011Mining Study were updated by Wood in 2020 and made current. As part of the update process, Wood’s subject matter experts completed an exercise to verify and update the content ofthe 2011 Mining Study with the latest information under the supervision of Wood’s independent QP co-authors of the S-K 1300 Report. Updated content includes operating costs, capitalcosts, taxes, forecast long term gold price and the economic analysis. Additionally, work done since 2011 on the property with respect to exploration, drilling, permitting and minor projectdesign 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 1300Report. 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 ofexploration 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. Results of the Donlin Gold Technical Report (NI 43-101) and Donlin Gold Technical Report Summary (S-K 1300) Wood reviewed the geologic and resource models that supported the 2011 Mining Study, including comparing them to data from recent drilling programs, and determined thatthey continue to be adequate and suitable to be used for a Mineral Resource estimation. Using updated cost inputs from the first calendar quarter of 2020, a gold price of $1,500 perounce, and the geologic and resource models utilized in support of the 2011 Mining Study, the contents within an updated optimized pit shell did not show a material change to theMineral Resources stated in the 2011 Mining Study. Therefore, the Mineral Resources were considered current as of November 30, 2021 and are unchanged as of November 30, 2023.They continue to have an effective date of July 11, 2011. 24NOVAGOLD RESOURCES INC. Similarly, using updated cost inputs, a gold price of $1,200 per ounce, and the geologic and resource models utilized in support of the 2011 Mining Study with appropriatemodifying factors applied for Mineral Reserve estimation, the previous Mineral Reserve ultimate pit was contained within an updated optimized pit shell. Therefore, the Mineral Reservesremained current as of November 30, 2021 and are unchanged. Because the Mineral Reserves are supported by an updated economic analysis they have an effective date of April 27,2021. 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 permittingupdates. 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.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 materialtake-offs from the 2011 Mining Study, except for minor changes made during permitting in the operations water treatment plant and the natural gas pipeline. As a result of the contentupdates, 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. 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 MiningStudy operating costs were updated to first calendar quarter 2020 by updating key cost drivers like energy, labor, consumables, and freight. No material changes to project designs,schedules, or productivities were made; consequently, the manning schedules and consumables remain unchanged. The updated estimated Life of Mine (LOM) operating costs total$19,289 million, which is $5.90/t mined, $38.21/t processed, or $635/oz gold sold. 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 pitdesigns and Mineral Reserves were based on the Measured and Indicated Mineral Resource estimates that were verified as remaining current. Annual LOM gold productionaverages 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 (“TCJA”) 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. Total after-tax cash flow is $13,145 million, after-tax NPV at a5% 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. Except for subsequent eventsor 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-K1300 Report, as of November 30, 2021. The S-K 1300 Report meets at least a pre-feasibility level. The 2021 Technical Report and the S-K 1300 Report do not incorporate the latest DonlinGold 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 2021 Technical Report andS-K 1300 Report were prepared by Wood. The 2021 Technical Report has been filed with securities regulatory authorities in each province of Canada and the S-K 1300 Report has been filed with the SEC. Portions of thefollowing information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the 2021 Technical Reportwhich 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. 25NOVAGOLD RESOURCES INC. 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 asof November 30, 2023 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, 2023. 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. The Company’s book value of its investment in the Donlin Gold project is $3.1million as of November 30, 2023. 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, thatis jointly owned by the Company and Barrick on a 50/50 basis. Pursuant to the LLC Agreement, the Company agreed to reimburse Barrick out of future mine production cash flow for aportion of Barrick’s prior expenditures on the Donlin Gold project. As of November 30, 2023, the promissory note, including accrued interest, amounted to approximately $136.7 million.Funding for the project is currently shared by both parties on a 50/50 basis. 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 onForm 10-K is based on both the 2021 Technical Report and the S-K 1300 Report. Property Description and Location 26NOVAGOLD RESOURCES INC. 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 theKuskokwim 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. W., Seward Meridian, Kuskokwim and Mt. McKinley Recording Districts, Crooked Creek Mining District, Iditarod A-5 USGS1:63,360 topography map. The mineralization is centered on approximately 540222.50 east and 6878534.36 north, using the NAD 83 datum. The Donlin Gold property 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 (the Calista Lease) for subsurface rights and some surface rights from Calista and surface rights (the SUA) from TKC, two Alaska Native corporations. Calistais one of 13 regional Alaska Native corporations established as part of the Alaska Native Claims Settlement Act of 1971 (ANCSA) and under ANCSA has title to the subsurface estateand some surface rights in the region. TKC was formed in 1977 when the ANCSA village corporations of Lower Kalskag, Upper Kalskag, Aniak, Chuathbaluk, Napaimute, Crooked Creek,Red Devil, Georgetown, Sleetmute and Stony River, which are located along the middle region of the Kuskokwim River, merged. Under ANCSA, TKC has title to extensive surface estatein the region, including most of the project lands. The property hosts a gold deposit currently estimated at 33.8 million ounces of proven and probable mineral reserves averaging 2.09grams 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 productionexpansions. See Mineral Reserve and Mineral Resource Estimate, below. Other lands required for offsite infrastructure, such as the Jungjuk port site, the road from the port site to the mine site, and natural gas pipeline are categorized as Native, Stateof Alaska conveyed, or BLM lands. Rights-of-way are required from other Alaska Native corporations, the State of Alaska and BLM for the road and pipeline alignments that crossNative corporation, state, and federal lands. Permits and Litigation Donlin Gold obtained the necessary permits and certifications that allowed for the exploration, associated at least pre-feasibility study level test work, environmental monitoring,and Environmental Impact Study (EIS) baseline data collection efforts. The current status of these permits is in line with the termination of the baseline data collection effort, temporaryclosure 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, 2022, and 2023for the Alaska Dam Safety certificate applications, and the latest geological drill programs in 2020, 2021, and 2022. 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, and 2023 drill programs), the Corps individual 404 and nationwide 26permits; Alaska Department of Environmental Conservation (ADEC) authorizations (landfill, septic system, multisector stormwater general permit – sector G, owners requested limit [air]);and Federal Aviation Administration approval (Landing Area). Other permits were either put on hold, closed, or allowed to expire. 27NOVAGOLD 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) draftpermit application to federal and state regulators. The Section 404 permit application initiated the environmental review process under the National Environmental Policy Act (NEPA)which involves preparation of an EIS. The Corps selected AECOM, formerly URS, an independent contractor, to prepare the EIS. The Notice of Intent for the EIS was published in theFederal Register on December 14, 2012, and the NEPA public scoping process was completed on March 29, 2013. During the remainder of 2013 and through 2014 and 2015, Donlin Goldworked to address the remaining data needs for the draft EIS. Donlin Gold also continued to provide application materials and maintained ongoing dialogue with the key permittingagencies. The Corps addressed the cooperating agency comments on the preliminary draft and filed the Notice of Availability for public release of the draft EIS in the Federal Register inNovember 2015. 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. 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 acrossthe Y-K region and in Anchorage. The Corps received comments from federal and state agencies, local and tribal governments, Alaska Native organizations, businesses, special interestgroups/NGOs, and individuals. On April 27, 2018, the Notice of Availability of the Donlin Gold final EIS was published in the Federal Register. On August 13, 2018, the Corps and the BLM issued a jointFederal Record of Decision (ROD) for the Donlin Gold project. Along with the ROD, the Corps issued a combined permit under CWA Section 404 and Section 10 of the Rivers and HarborsAct. Additionally, the BLM issued the Offer to Lease for the ROW for those portions of the natural gas pipeline that would cross federal lands. The Pipeline and Hazardous MaterialsSafety Administration previously issued a special permit for the natural gas pipeline on June 5, 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 ofReasonable 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 DischargeElimination 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 theregularly scheduled re-issuance of its APDES permit, which originally was to expire in January 2024 is administratively extended pending renewal by ADEC. The State of AlaskaDepartment of Fish and Game (ADFG) issued Title 16 Fish Habitat permits for the mine area and transportation corridor on August 30, 2018. The new air quality permit was issued byADEC 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. On October 17, 2023, ADEC administratively extended theWaste Management Permit pending renewal. The Reclamation Plan approval, which was also to expire in January 2024, is administratively extended to January 2025. ADNR issued theeasement, land leases, land use permits, and material site authorizations for the proposed transportation facilities, and easement for the fiber optic cable on State lands on January 2, 2020.On January 17, 2020, ADNR’s State Pipeline Coordinator Services (SPCS) issued the final State ROW authorization for the natural gas pipeline. On June 29, 2021, ADNR’s Division ofMining Land and Water issued 12 final Water Rights for the mine site and transportation corridor. On November 1, 2021, ADFG issued two Special Area Permits required for pipelinefacilities located within the Susitna Flats State Game Refuge (“Refuge”). One permit authorizes the compressor station, and the other permit authorizes the section of the pipeline ROW inthe 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. The Donlin Gold camp re-opened in February to continue geotechnical and hydrological fieldwork to collect additional data for the Alaska Dam Safety certificate applicationsprocess, with field work completed in July. The preliminary design packages are expected to be submitted to the ADNR in the first half of 2024. Issuance of the certificates is anticipated in2026. On June 3, 2020, Earthjustice representing Orutsararmiut Native Council (ONC), ten Y-K villages, and the Alaska Community Action on Toxics filed a formal appeal with theADEC Commissioner of the State’s water quality certification under Section 401 of the Clean Water Act (the “401 Certification”). The appeal process consisted of an AdministrativeHearing in front of an Administrative Law Judge (ALJ) appointed by the ADEC Commissioner. On April 12, 2021, the ALJ issued his opinion for the Commissioner’s considerationrecommending the 401 Certification be vacated. The Commissioner issued his decision to uphold the 401 Certification on May 27, 2021. The decision was appealed on June 28, 2021, inAlaska Superior Court by Earthjustice, representing ONC. On September 27, 2021, Donlin Gold filed a motion requesting a short term stay in the case to allow the State to fully consideradditional technical materials on mercury and temperature; the State indicated to the Court that they did not oppose the motion. On October 22, 2021, Donlin Gold submitted to ADECexpert technical reports on mercury and temperature. On November 22, 2021, ADEC filed an additional motion asking to remand the 401 certification back to ADEC to determine how theadditional information affects the certification. Earthjustice did not oppose the motion although had comments on the remand process. On December 29, 2021, the Court granted theremand request, dismissed the case without prejudice, and left in place the existing certification. On May 13, 2022, the ADEC Water Division Director reaffirmed the 401 certification. OnJune 13, 2022, Earthjustice appealed the elements of the decision related to temperature to the Commissioner and requested an adjudicatory hearing with an ALJ. On July 14, 2022, theCommissioner granted the request for the hearing and a new ALJ was assigned. On September 14, 2022, Earthjustice filed their initial brief. Donlin Gold and ADEC filed response briefs onOctober 14, 2022. Earthjustice filed their final reply brief on October 21, 2022. On August 18, 2023, the Commissioner reaffirmed ADEC’s issuance of the 401 Certification. The suspensionof the previously filed Alaska Superior Court case was then lifted and Earthjustice submitted its opening brief to the Superior Court on January 5, 2024. Claims related to mercury were notincluded in Earthjustice’s Alaska Superior Court complaint. The ADEC and Donlin Gold response briefs are due on February 5, 2024. A decision is expected later in 2024. 28NOVAGOLD RESOURCES INC. 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 SuperiorCourt. An appeal was also filed by a second party, Robert Fithian, the owner of an outdoor guiding business located near the proposed Donlin Gold pipeline route, on September 20, 2021.The two appeals were consolidated into a single case before the Alaska Superior Court based in Anchorage, Alaska. On April 12, 2023 and July 3, 2023, the Alaska Superior Courtaffirmed ADNR’s issuance of the ROW lease in the Earthjustice case and Robert Fithian case, respectively. The decision in the Earthjustice case was appealed to the Alaska SupremeCourt. Earthjustice’s opening brief was submitted on September 22, 2023. The State of Alaska, Calista, and Donlin Gold reply briefs were submitted to the Supreme Court on January 3,2024. Mr. Fithian did not appeal to the Alaska Supreme Court. On May 25, 2022, Earthjustice, representing ONC and five Y-K villages, filed an appeal of the final Water Rights in Alaska Superior Court. The appellants filed their initial brief onNovember 21, 2022. On April 25, 2022, the ADNR Commissioner denied the appeal; however, Earthjustice, ONC and five villages appealed the Commissioner’s decision in Alaska SuperiorCourt on May 25, 2022. The briefing process was completed, and oral arguments were held on July 19, 2023. On September 1, 2023, the Alaska Superior Court affirmed ADNR’s decisionon Donlin Gold’s water rights permits, following unsuccessful appeal by Earthjustice to the ADNR Commissioner. On October 2, 2023, Earthjustice appealed the Superior Court decisionto the Alaska Supreme Court. Earthjustice submitted its opening brief to the Alaska Supreme Court on January 4, 2024. In September 2022, 13 tribes sent letters to the Corps and the U.S. Environmental Protection Agency (EPA). The letter to the Corps requests that it consider requiring asupplemental environmental impact statement (EIS) on the Donlin Gold project and revoke the Clean Water Act Section 404 permit (the “404 permit”) in light of what the tribes consider“new information” since the final EIS was issued in 2018. Additionally, the EPA letter requested that it initiate a Clean Water Act Section 404(c) veto process for the Donlin Gold project.In early January 2023, Donlin Gold and Calista both submitted responses to the Corps on why the requests to prepare a supplemental EIS or revoke the 404 permit should not be granted.In January 2023, Donlin Gold also provided a response to the EPA describing why the agency should not initiate a 404(c) process. To date, neither the Corps nor EPA has responded tothe tribes’ letters. On April 6, 2023, Earthjustice with ONC and six Y-K villages filed suit against the U.S. government in Anchorage Federal District Court. The lawsuit asks the Court to invalidatethe Donlin Gold JROD, including the 404 permit issued by the Corps and ROW lease for the portions of the pipeline on Federal lands issued by the Bureau of Land Management of theU.S. Department of Interior. The U.S. Department of Justice (DOJ) is defending the issuance of the permits by those Federal agencies. The State of Alaska, Donlin Gold and Calista havebeen granted intervenor status in this case. DOJ is finalizing compilation of the Administrative Record for the court. The briefing schedule was agreed upon in the fourth quarter and willextend through the first half of 2024. Thirteen of the 56 village councils in the Calista Region (Native Village of Kasigluk, ONC, Native Village of Eek, Tuluksak Native Community, Tununak Council, Native Village ofNunapitchuk, Chuloonawick Tribal Council, Native Village of Kwigillingok, Native Village of Kongiganak, Chefornak Traditional Council, Chevak Native Village, Native Village of Napakiakand Quinhagak) have adopted resolutions opposing development of the Donlin Gold project. 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 ofthese 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. TheCalista Lease was restated on February 11, 2011, to reflect all assignments and amendments made between its original execution on May 1, 1995 and February 11, 2011. The Calista Leasewas amended once again effective June 6, 2014 (the “2014 Amendment”). The 2014 Amendment did not affect the lands subject to the Calista Lease as restated on February 11, 2011. 29NOVAGOLD RESOURCES INC. On June 9, 2014, the Company announced that Donlin Gold and TKC reached an updated long-term Surface Use Agreement (SUA) for the Donlin Gold project. The SUA withTKC grants non-exclusive surface use rights to Donlin Gold for mining activities. TKC owns and contributed to the SUA the corresponding surface estate over most of Calista’ssubsurface 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. (Lyman Resources) has an existing placer mining lease covering approximately 1,040 hectares (partially covering six sections) within the CalistaLease area. The Lyman family also has title to approximately 5.7 hectares of surface estate within the Snow Gulch area. The Calista Lease grants priority to extraction of the lodemineralization in the event of a conflict of use between lode and placer mining operations, provided that a two-year notice period is provided to Lyman Resources. Lyman Resources, theLyman 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 leasewithin the Calista Lease area to Donlin for Project mining use (the “Lyman Lease”). In addition to the leased land, Donlin Gold holds 493 State of Alaska mining claims comprising approximately 29,008 hectares in the Kuskokwim and Mt. McKinley RecordingDistricts. The mining claims abut and largely surround northern and western boundaries of the lands subject to the Calista Lease and TKC SUA. The mining claims are located on landsthat are owned by the State of Alaska (409) and on State-selected lands from the BLM (84). All claims are approximately either 16.2 hectares or 64.8 hectares in size. The terms for the Calista Lease and TKC SUA include various royalty and other payment provisions and considerations such as shareholder employment and contractingopportunities. The Lyman Lease provides for rent and certain other payments. 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. 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. The term of the Calista Lease is to April 30, 2031 and extends automatically year to year thereafter, so long as either mining or processing operations are carried out on or withrespect to the property in good faith on a continuous basis in such year, or Donlin Gold pays to Calista an advanced minimum royalty of $3.0 million (subject to adjustment for increasesin the Consumer Price Index) for such year. 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 ineffect. The Lyman Lease has an initial term of 20 years but shall be extended while Donlin Gold conducts operations on the property. 30NOVAGOLD RESOURCES INC. Additional estimated costs associated with various landowner and lease agreements, not already covered in initial capital or G&A operating costs, average approximately $8.6million per year during the six pre-production years and $2.5 million per year during the 27 operating years. Annual rent, labor expenditures and filings are required to maintain AlaskaState mining claims on State land. Mining license tax payments may also apply. Accessibility and Climate The Kuskokwim River is a regional transportation route and is serviced by commercial barge lines. A 25-kilometer winter road, designated as an Alaska State Highway route andtransportation corridor, accesses the property from the barge landing at the village of Crooked Creek. The Donlin Gold project currently has an all-season, soft-sided camp. An adjacent1,500-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 heavyequipment, and supplies. The Donlin Gold project can be reached directly by charter air facilities out of Anchorage and Aniak, 80 kilometers to the west. The project area is one of low topographic relief on the western flank of the Kuskokwim Mountains. Elevations range from 150 meters to 640 meters. Ridges are well rounded andeasily accessible by all-terrain vehicle. Hillsides are forested with black spruce, tamarack, alder, birch and larch. Soft muskeg and discontinuous permafrost are common in poorly drainedareas at lower elevations. The area has a relatively dry interior continental climate with typically less than 500 millimeters total annual precipitation. Summer temperatures are relativelywarm and may exceed 30°C. Minimum temperatures may fall to well below -42°C during the cold winter months. Exploration History Approximately 1,678 exploration and development drill holes totaling 367,886 meters, were completed from 1988 through 2007 in at least six separately managed campaigns. Another 108core holes totaling 33,425 meters were added in 2008 to explore near-pit expansions and satellite deposits, and for facility-related condemnation and geotechnical studies. In 2010, six coreholes totaling 2,090 meters were drilled for additional pit slope geotechnical drilling. In 2017, 16 core holes totaling 7,040 meters were drilled; in 2020, 85 core holes totaling 23,361 meterswere drilled; in 2021, 79 core holes totaling 24,264 meters were drilled; and in 2022, 141 core holes totaling 42,331 meters were drilled; and in 2023, 42 core holes totaling 1,840 meters forgeotechnical and permafrost studies and 13 RC holes totaling 1,279 meters were drilled for pump tests and the installation of ground water monitoring instrumentation. Approximately 1,396 holes, totaling 339,733 meters, supported the resource model used in the 2011 Mining Study. The remaining holes were either drilled after the completion ofthe 2011 Mining Study (2017, 2020, 2021, and 2022 drill programs) or were utilized for other purposes, such as district exploration, carbonate resource, facilities condemnation, hydrology,geotechnical, and infrastructure engineering. Year Company Work Performed Results1909 to 1956 Variousprospectors andplacer miners Gold discovered in 1909. Placer mining by hand, underground, andhydraulic methods. Total placer gold production of approximately 30,000 ounces.1970s to 2015 Robert Lyman andheirs Resumed sluice mining in Donlin Gold area and placer mined SnowGulch. First year of mining Snow Gulch produced best results, with800 ounces of gold recovered. Donlin Gold has obtained anagreement with the Lyman family to consolidate the land packagearound the proposed mine.1974, 1975 ResourceAssociates ofAlaska (RAA) Regional mineral potential evaluation for Calista. Soil grid and threebulldozer trenches dug in Snow Gulch area. Soil, rock, and vein samples have anomalous gold values. Trenchrock sample results range from 2 to 20 grams per tonne gold.1984 to 1987 CalistaCorporation Minor work. Geologists from various mining companies, includingCominco and Kennecott, visit the property. 31NOVAGOLD RESOURCES INC. Year Company Work Performed Results1986 Lyman Resources Auger drilling for placer evaluation finds abundant gray, sulfiderich clay near Quartz Gulch. Assays of cuttings average over 7 grams per tonne gold. Initialdiscovery of Far Side (“Carolyn”) prospect.1987 Calista Corporation Rock sampling of ridge tops and auger drill sampling of Far Sideprospect. Anomalous gold values from auger holes: best result = 9.7 gramsper tonne gold.1988 to 1989 Western GoldExploration andMining Co. Airborne geophysics, geological mapping, and soil sampling overmost of the project area. Total of 13,525 meters of D9 Cat trenchingat all prospects. Over 15,000 soil, rock chip, and auger samplescollected. Drilling included 3,106 feet of AX core drilling, 404 metersin 239 auger holes, and 10,423 meters of RC drilling (125 holes). Firstmetallurgical tests and petrographic work. Initial work identified eight prospects with encouraging geology(Snow, Dome, Quartz, Carolyn, Queen, Upper Lewis, Lower Lewis,and Rochelieu). Drilling at most of these prospects led toidentification of the Lewis areas as having the best bulk-mineablepotential. Mineral resource estimate completed.1993 Teck Exploration Ltd. D-9 Cat trenching (1,400 meters) and two 500-meter soil lines inLewis area. Petrographic, fluid inclusion, and metallurgical work. Identified new mineralized areas, updated Mineral resourceestimate.1995 to 2000 Placer Dome 87,383 meters of core, 11,909 meters of RC drilling and 8,493 metersof trenching. Environmental monitoring and assessment. Drilled the American Creek magnetic anomaly (ACMA), discoveredthe ACMA deposit. Numerous mineral resource estimationiterations.2001 to 2002 Donlin Creek JointVenture (Placer Dome/NOVAGOLD) 46,495 meters of core, 38,022 meters of RC drilling, 89.5 meters ofgeotechnical drilling, and 268 meters of water monitoring holes. Filed a preliminary assessment report on the project. Updatedresource estimate.2003 to 2005 Donlin Creek JointVenture(Barrick/NOVAGOLD) 25,448 meters of core and 5,979 meters of RC drilling. Calciumcarbonate exploration drilling; IP lines for facility condemnationstudies. Infill drilled throughout the resource area. Discovered a calciumcarbonate resource. Poor quality IP data.2006 Donlin Creek JointVenture 92,804 meters of core drilling to support mineral resourceclassification conversion, slope stability, metallurgy, waste rock,carbonate exploration, facilities and port road studies. Geological model and mineral resource update.2007 Donlin Gold JointVenture Core drilling totaled 75,257 meters and included resourcedelineation, geotechnical and engineering, and carbonateexploration. 13 RC holes for monitor wells and pit pump teststotaled 1,043 meters. Improved pit slope parameters, positive hydrogeological results.Carbonate exploration was negative. Updated mineral resourceestimate. Completed feasibility study with positive results.2008 Donlin Gold LLC 108 core holes totaling 33,425 meters for exploration and facilityrelated geotechnical and condemnation studies. Updated resourcemodels. Metallurgical test work: flotation variability and CN leach.54 test pits and 37 auger holes were also completed for overburdencharacterization. Resource expansion indicated for East ACMA. CN leach resourcepotential indicated for the main resource area, Snow, and Domeprospects. Facility sites successfully condemned. Updatedresource estimates utilizing applicable data through 2007. 32NOVAGOLD RESOURCES INC. Year Company Work Performed Results2009 Donlin Gold LLC 19 geotechnical core holes totaling 950 meters in facility sites and toaddress hydrology. 2010 Donlin Gold LLC Six geotechnical core holes totaling 2,090 meters to evaluate slopestability of expanded pit. Also drilled 90 auger holes totaling 585meters and dug 59 test pits to further evaluate overburdenconditions and gravel supplies within tailings storage facility (TSF)area. Pit slope stability of new pit design remained acceptable.Construction suitability of surficial materials in TSF is evaluated.2017 Donlin Gold LLC 16 core holes totaling 7,040 meters to test targeted mineralized zones,collect structural data related to mineralization, and collectgeotechnical data. Results not included in resource model used in the 2011 MiningStudy2019 Donlin Gold LLC 30 geotechnical core holes totaling 1,060 meters were drilled as partof a site investigation program in support of detailed dam design. Results not included in resource model used in the 2011 MiningStudy2020 Donlin Gold LLC 85 core holes totaling 23,361 meters in both the ACMA and Lewisdeposits to validate recent geologic modeling concepts and test forextensions of high-grade zones. Results not included in resource model used in the 2011 MiningStudy2021 Donlin Gold LLC 79 core holes totaling 24,264 meters in both the ACMA and Lewisdeposits to validate recent geologic modeling concepts and test forextensions of high-grade zones. Results not included in resource model used in the 2011 MiningStudy2022 Donlin Gold LLC 141 core holes totaling 42,331 meters in both the ACMA and Lewisdeposits and in the Divide domain overlapping ACMA and Lewis. Results not included in resource model used in the 2011 MiningStudy2023 Donlin Gold LLC 42 core holes totaling 1,840 meters and 13 RC holes totaling 1,279meters were drilled as part of a site investigation program in supportof detailed dam design and hydrogeologic studies. Results not included in resource model used in the 2011 MiningStudy Geology Regional Geology The Kuskokwim region of southwestern Alaska is predominately underlain by rocks of the Upper Cretaceous Kuskokwim Group that filled a subsided northeast-trending strike-slip basin between a series of amalgamated terranes. 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 faultsystem to the north. Undivided Kuskokwim Group sedimentary rocks and granite porphyry complexes are the main rock units. 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 thesouthern part of the area (“southern resource area” comprising South Lewis and ACMA). 33NOVAGOLD RESOURCES INC. Gold deposits are associated with an extensive Late Cretaceous–Early Tertiary gold–arsenic–antimony–mercury hydrothermal system. Gold-bearing zones exhibit strongstructural and host rock control along north–northeast-trending fracture zones and are best developed where those zones intersect relatively competent host rocks. Mineralized materialis most abundant in intrusive dikes and sills, but sedimentary rocks are also mineralized within strong fracture zones. 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.BGC, Inc (BGC). 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 iscurrently being updated based on the field work completed in 2023. BGC, CEMI, Hatch Ltd., and SRK, Inc. provided hydrologic studies, design criteria and associated test work for thewater 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. We believe there is considerable potential to increase the mineral resources at theDonlin Gold project. Numerous other targets have been identified along the 8-kilometer mineralized gold trend and are defined by surface sampling and various historical drill holescontaining significant gold values. 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. Mineralization also remains open to the north of the planned pit and has been tested by shallow trenching and soilsampling, 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. Gold mineralization isassociated with an overall north–northeasterly-trending high level dike/sill complex that has been outlined in the regional aero-magnetics as a magnetic low. The zone, approximately 8kilometers long, and 4 kilometers wide, consists of a northern, dike-dominated area, and a southern, more sill-dominated area. Mineralization Southeast-dipping north-northeast-oriented fracture zones are the primary control on gold-bearing vein distribution within the north-northeast mineralized corridors. Compositevein zones or mineralized corridors range up to 30 meters in width and extend for hundreds of meters along strike. Intrusive rocks and to a lesser extent competent massive greywacke arethe most favored host rocks, and act as a secondary control on the mineralization. Gold distribution in the deposit closely mimics the intrusive rocks, which contain about 74% of themineral resource identified in the S-K 1300 Report. Structural zones in competent sedimentary units account for the remaining 26%. Gold-bearing sulfides occur in both veins and disseminated zones in mafic igneous bodies, rhyodacite dikes and sills, and sedimentary rocks. Quartz-carbonate-sulfide (pyrite,stibnite, and arsenopyrite) veins are the primary mineralized features, but gold also occurs in thin, discontinuous sulfide fracture fillings. Minor Elements and Deleterious Materials The most abundant minor elements associated with gold-bearing material are iron, arsenic, antimony, and sulfur. They are contained primarily in the mineral suite associated withhydrothermal deposition of gold, including pyrite, arsenopyrite, realgar, native arsenic, and stibnite. Minor hydrothermal pyrrhotite, marcasite and syngenetic or sedimentary pyrite, alsoaccount for some of the iron and sulfur. 34NOVAGOLD RESOURCES INC. Three elements that have processing significance are mercury, chlorine, and fluorine. Graphitic carbon and carbonate minerals also would negatively affect the metallurgicalprocess. 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 isobserved in processing behavior between intrusive rocks and sedimentary rocks, but less so between the geographical sources. 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. 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 withan effective date of April 27, 2021 and are current as of November 30, 2023. The mineral reserves are summarized in the table below. Proven and Probable Mineral Reserve Estimate, Effective Date April 27, 2021 and remain current as of November 30, 2023, based on $1,200 per ounce gold price Tonnes(thousands) Contained Gold(thousands of ounces) Reserve Category 100% Attributable toNOVAGOLD 50% Gold Grade(grams/tonne) 100% Attributable toNOVAGOLD 50% Proven 7,683 3,842 2.32 573 287 Probable 497,128 248,564 2.08 33,276 16,638 Proven and probable 504,811 252,406 2.09 33,849 16,925 Notes: (1) Mineral reserves are reported within the pre-feasibility pit designs, and supported by a mine schedule, featuring variable throughput rates, stockpiling and cut-off optimization.The point of reference for Mineral Reserves estimates is where the reserves are delivered to the mill. The pit designs are contained within an optimized pit shell based on thefollowing 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 withdepth 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 recoveriesby 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°. See “Section 12: Mineral Reserve Estimates” of the S-K 1300 Report. (2) Mineral reserves are reported using an optimized block value (BV) based on the following equation: BV = Gold grade * Recovery – royalties & refining costs – process operatingcosts – G&A cost reported in $ per tonne processed. Assuming an average gold recovery of 89.5% the marginal gold cut-off grade would be approximately 0.57 grams per tonne,or the gold grade that would equate to a $0.001 BV cut-off at these same values. (3) The life of mine strip ratio is 5.48:1. The assumed life-of-mine throughput rate is 53,500 tonnes per day. (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 thejoint venture that owns the mineral rights and manages the Donlin Gold project. Tonnage and grade measurements are in metric units. Contained gold ounces are reported as troyounces. 35NOVAGOLD RESOURCES INC. Mineral reserves and resources have been estimated using a life-of-mine long-term gold price assumption of $1,200 per ounce. Mineral resources are based on a Whittle™ pitoptimized for all measured, indicated, and inferred blocks assuming a gold selling price of $1,200 per ounce. Operating and capital costs are estimated over the life-of-mine. Mineral resources were classified using criteria appropriate under the mining disclosure standards of S-K 1300 by application of the NSR-based cut-off that incorporated miningand recovery parameters, and constraint of the mineral resources to a pit shell based on commodity prices. The mineral resources (exclusive of mineral reserves) are summarized in thetable below. Mineral Resources Estimate (exclusive of reserves), Effective Date July 11, 2011 and remain current as of November 30, 2023, based on $1,200 per ounce gold price Tonnes(thousands) Contained Gold(thousands of ounces) Resource Category 100% Attributable toNOVAGOLD 50% Gold Grade(grams/tonne) 100% Attributable toNOVAGOLD 50% Measured 869 435 2.23 62 31 Indicated 69,402 34,701 2.44 5,435 2,718 Measured and indicated 70,271 35,136 2.43 5,497 2,749 Inferred 92,216 46,108 2.02 5,993 2,997 Notes: (1) Mineral resources are reported exclusive of mineral reserves. Mineral resources are reported on a 100% ownership basis and a 50% ownership basis. The 50% basis is attributableto 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. (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 asremaining current. (4) Mineral resources are reported in-place (point of reference) and contained within a conceptual measured, indicated and inferred optimized pit shell using the followingassumptions: gold price of $1,200 per ounce; variable process cost based on 2.1874 * (sulfur grade) + 10.65; administration cost of $2.29 per tonne processed; refining, freight &marketing (selling costs) of $1.85 per ounce recovered; stockpile re-handle costs of $0.20 per tonne processed assuming that 45% of mill feed is re-handled; variable royalty rate,based on royalty of 4.5% * (Gold price – selling cost), and a variable metallurgical recovery depending on the host rock type ranging from 86 to 94%. Assuming an averagerecovery of 89.5% and average sulfur grade of 1.07%, the marginal gold cut-off grade is 0.47 g/t. These technical and economic parameters are those that were used in the 2011Mining Study to establish reasonable prospects of eventual economic extraction. Based on the QP’s review of the estimate, there would be no material change to the MineralResources if a gold price of $1,500/oz was used and other economic parameters were updated to the 2020 parameters used in the Mineral Reserve estimate. Therefore the 2011Mineral Resource statement is considered current and is presented unchanged. 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. Financial model parameters The estimated mine life is 27 years based on a nominal processing rate of 53,500 tonnes per day. Annual gold production over the projected mine life averages 1.13 millionounces per year, including 1.46 million ounces per year for the first five full years of production. The total initial capital cost estimate is approximately $7,402 million. The project’sestimated after-tax net present value at a 5% discount rate (“NPV 5%”) is $3,040 million using the base case gold price of $1,500 per ounce. The internal rate of return (IRR) at the samegold price is 9.2%. 36NOVAGOLD RESOURCES INC. Base Case Project Sensitivity to Gold Price Gold price($ per ounce) After-taxcash flow($ million) After-tax NPV 5% ($ million) After-tax IRR(%) Payback(years) 1,200 6,556 202 5.3 10.3 1,300 8,773 1,161 6.8 9.2 1,400 10,974 2,109 8.1 8.1 1,500 13,145 3,040 9.2 7.3 1,600 15,308 3,967 10.4 6.7 1,700 17,455 4,887 11.4 6.2 1,800 19,125 5,696 12.4 5.9 Summary of Key Evaluation Metrics (Base Case at $1,500 per ounce gold) Total tonnes mined (million) 3,270 Ore tonnes treated (million) 505 Strip ratio (waste tonnes per ore tonne) 5.5 to 1 Gold ounces recovered (million) 30.4 Gold recovery (%) 89.8% $ million Net revenue 45,519 Total operating costs (19,289)Operating cash flow before tax 26,230 Income and mining taxes (3,668)Operating cash flow after tax 22,562 Initial capital (7,402)Sustaining capital (1,723)Closure costs - trust fund (292)Total costs (32,374)Net after-tax cash flow 13,145 Payback period (years) 7.3 Operation life (years) 27 After-tax NPV 5% ($ million) 3,040 After-tax IRR 9.2% Operating Cost Estimates $ million $ per tonneprocessed $ per tonne mined $ per gold ouncesold Mine operations 8,430 16.70 2.59 278 Processing operations 6,916 13.70 2.12 228 Administration 1,762 3.49 0.54 58 Land and royalty payments 2,182 4.32 0.67 72 19,289 38.21 5.90 635 Capital Cost Estimates Initial capital costs are estimated at $7,402 million and sustaining capital costs are estimated at $1,723 million over the LOM. Planned Mining Operations The Donlin Gold project will be mined by a conventional truck-and-shovel operation. Initial pioneering and pit development will be undertaken to remove overburden, developmine access roads suitable for large mining equipment, and “face-up” the initial pit for the large shovel and mining equipment. Primary loading units for both bulk and selective mining in ore and waste will be large electric-hydraulic shovels, with large front-end loaders as secondary units. Large 360tonne capacity haul trucks will be used for transporting both ore and waste out of the pit. 37NOVAGOLD RESOURCES INC. 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 miningselectivity. Reverse circulation (RC) drilling is planned for detailed geologic definition and grade control. 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,carbon-in-leach (CIL) cyanide leaching of the oxidized concentrate, electrowinning, and refining to produce doré bars on site. Due to gold being associated with sulfide mineralization, primarily arsenopyrite and pyrite, the ore is considered refractory and requires POX pre-treatment to liberate the goldprior to CIL leaching. Sulfide flotation concentration is required prior to POX to concentrate the sulfide content to a level sufficient to fuel the POX operation. Concentrate is recovered from the primary rougher flotation followed by regrinding of the tailings prior to secondary rougher flotation. The secondary rougher concentrate isprocessed through a cleaner scavenger circuit producing a concentrate which is combined with the primary rougher concentrate for treatment by POX. The final tailings from thesecondary 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 theTSF. The oxidized concentrate from the POX operation would then be cyanide leached in a conventional CIL circuit to produce a pregnant (gold-bearing) solution. Gold from thesolution is adsorbed onto activated carbon, which is later stripped (gold desorbed from carbon) in an elution circuit. The pregnant solution after elution is fed through electrowinning(EW) cells, where cathodes are plated with gold-bearing materials, which are periodically removed, dried in a retort, and melted in an induction furnace to produce doré bars. Tailings from the CIL circuit would be treated in a cyanide detoxification process using SO2/air technology prior to being recombined with the flotation tailings and transportedto the TSF. Mercury naturally occurs in the Donlin Gold project ores and mercury abatement controls will be installed in six areas of the process facilities including POX, hot cure, EW,retort, refinery furnace, and carbon regeneration kiln. In these control systems, mercury will be collected for off-site shipment and management. Chemicals will be added to tailings to limitthe potential for mercury releases from the TSF. Proposed Production Plan and Schedule Based on the S-K 1300 Report, the operating mine life is estimated to be 27 years with the nominal processing rate of 53,500 tonnes per day. Commercial gold production isexpected after a period of approximately 6 years for basic and detailed engineering, and construction. In addition, the Donlin Gold board must approve a construction program and budgetbefore construction of the Donlin Gold project can begin. The timing of the initiation of the required engineering work, of the Donlin Gold board’s approval of a construction program andbudget, market conditions, and receipt of all required governmental permits and approvals will determine whether and when construction of the Donlin Gold project will begin. Preproduction covers the first 15 months of the mine plan, when mining activities will focus on providing sufficient ore exposure for plant start-up. Ore mined duringpreproduction will be stockpiled and rehandled to the process during operations. Average mine production increases progressively in the initial years until the peak rate of 425,000 tonnesper day is reached in Year 6. 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 ofthe WRF covers an area of approximately 9 square kilometers. Approximately 2,232 million tonnes of waste rock and overburden will be placed in the WRF, and 425 million tonnes will beplaced in the ACMA pit backfill dump. Approximately 91 million tonnes of waste rock will be used for construction purposes, and 17 million tonnes of overburden will be stockpiled andused later for reclamation purposes. 38NOVAGOLD RESOURCES INC. The potential magnitude of flow in the American Creek drainage, as well as discharge from springs in the valley floors, warrants the construction of an engineered rock drainsystem below the waste rock facility, including connecting secondary rock (finger) drains in the smaller contributing drainages. Waste rock will be characterized by its potential for acid generation and assigned reactivity categories. Non-acid-generating (NAG) rock will be placed directly in the WRF, alongwith less reactive potentially acid-generating (PAG) rock, PAG5. Some of the more reactive PAG rock, PAG6, will be encapsulated in cells in the WRF to prevent water infiltration throughthem. The most reactive PAG rock, PAG7, will be backfilled in the ACMA pit beneath the ultimate pit lake water level. Concurrent reclamation of the waste rock facility will be undertaken during operations. Proposed Tailings Storage Facility (TSF) The TSF in the Anaconda Creek basin will be a fully lined impoundment with a cross valley dam downstream (“main dam”) in the valley. The tailings dam will be constructed ofcompacted rock fill using the downstream method with a composite liner on the upstream face. The tailings impoundment footprint will be lined with a linear low-density polyethyleneliner over a layer of broadly graded silty sand and gravel acting as low permeability bedding material and providing secondary containment. Material for construction will be sourced fromthe plant site and fuel farm during initial construction and from the open pit for the later raises during operations. Water Diversion Dams Water dams are required during the construction period and initial years of operation to protect the lined upstream face of the tailings-starter dam from a significant flood event,to provide a reliable source of fresh water during operation of the process plant, and to minimize runoff into the TSF. Current and Planned On-Site Infrastructure Current site infrastructure comprises an all-season, soft-sided camp with facilities consisting of kitchen, living quarters, equipment shop, drill shack and other buildings requiredfor support of year-round exploration activities. There is sufficient area within the project area to host an open pit mining operation, including the proposed open pit, waste rock facility, TSF and process facilities (primary andpebble crushers, coarse ore conveyor and coarse ore stockpile, concentrator, flotation, water treatment plants, POX, oxygen plant, boiler house, utility corridors, leach, refinery, cyanidedestruct, and access walkways). Other planned site infrastructure is comprised of access roads, airstrip, accommodation camp, fuel tank farm, dual-fueled power plant, truck shop, truckwash, workshops and vehicle repair facilities, assay laboratory, administration facilities and change rooms. Donlin Gold has secured the surface rights for the areas that may host thesefacilities. In nearby villages, Crooked Creek has approximately 105 residents and Aniak has a population of approximately 500. The workforce for the project would be sourced from thelocal area, from Alaskan regional centers and from other sources as required. The project is a greenfield site. The on-site infrastructure for the project includes three main development sites in remote locations: the mine and plant site area (including thepower plant), the permanent camp, and the airstrip. The plant site, power plant and fuel tank farm will be on a ridge above the proposed TSF. The layout of the plant site was designed totake maximum advantage of the natural topography. The layout also provides for efficient movement of equipment and material products around the site. 39NOVAGOLD RESOURCES INC. Planned Off-site Infrastructure The off-site infrastructure for the project includes three main development sites in remote locations: the Jungjuk Port site and mine access road, the natural gas pipeline, and theBethel Port facilities. The Jungjuk Port site is situated upriver from Bethel on the Kuskokwim River near the mouth of Jungjuk Creek. A port-to-mine access road (Jungjuk Road),approximately 30 miles (48 kilometers) long, will traverse varied terrain from the Jungjuk Port site to the mine site. A spur road, approximately 3 miles (4.8 kilometers) long, will serve theproposed project airstrip. The primary purpose of the Jungjuk Road is to transport freight and diesel from the Jungjuk Port site to the mine site, mostly by conventional highway tractors,tankers, and trailers. The natural gas pipeline is described under the Power heading below. The proposed Bethel Port will be situated near the town of Bethel, a community ofapproximately 6,080 residents, that is the main existing port on the Kuskokwim River and is an administrative and transportation hub for the 56 villages in the Y-K region. The existing Portof Bethel 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 toriver barges to supply the project during the summer ice-free period. Power Natural gas will be delivered to site by an approximately 507-kilometer, 356-millimeter (14 inch) diameter pipeline to supply an on-site power generation facility. The S-K 1300Report 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 wasteheat recovery from the engines. The power plant consists of two equal halves, each consisting of six reciprocating engines, and a separate steam turbine. The total generation facility isnominally rated at 182 MW initially and will increase to 215 MW after four years with the addition of two more generators (one in each half) to allow for N+2 redundancy, thus allowingplanned maintenance and predicted outages without cutting back production. 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 deliveryfrom Anchorage to the Donlin Gold project via the pipeline. 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 pipelineroute would be required. The pipeline would have capacity to transport approximately 2 million cubic meters per day of natural gas. Water Water requirements for the proposed project have been summarized in a Water Resources Management Plan, which has been subject to review by state and federal agencies.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 sourcesmay 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. The source of water supply for the construction camp and, later, the plant site potable water systems is an array of eight deep wells south of Omega Gulch, near Crooked Creek.Water supply will be pumped to freshwater storage tanks and will be treated prior to consumption. Markets The marketing plan is for the owners of Donlin Gold to take in-kind their respective shares of the gold production, which they can then sell for their own benefit. Under the LLCAgreement, the manager shall give the members prompt notice in advance of the delivery date upon which their respective shares of gold production will be available. Since there are a large number of available gold purchasers, the members should not be dependent upon the sale of gold to any one customer. Gold can be sold to various goldbullion dealers or smelters on a competitive basis at spot prices. It is expected that selling contracts for NOVAGOLD’s share of the gold production will be typical of, and consistent with, standard industry practice, and be similar to contractsfor the supply of doré elsewhere in the world. 40NOVAGOLD RESOURCES INC. Taxation The S-K 1300 Report contemplates that the following taxes may be levied on the project: ●Federal income tax – 21%. ●Alaska state income tax – 9.4% of net income. ●Alaska state mining license tax – 7% of taxable mining income. There is a tax holiday applied for the first 3.5 years from the start of production. Income tax becomes payable after deductions for capital allowances. Financial results The total initial capital cost estimate for the Donlin Gold project is approximately $7,402 million. The project’s estimated after-tax NPV at a 5% discount rate is $3,040 million withan IRR after-tax at 9.2% using the base case gold price of $1,500 per ounce. The undiscounted break-even gold price is $930 per ounce and at a 5% discount rate is $1,180 per ounce. Inthe S-K 1300 Report, the overall economic viability of the project was evaluated by both discounted and undiscounted cash flow analyses, based on the engineering studies and costestimates discussed in the S-K 1300 Report. Assumptions in the model comprised: ●Costs prior to project Year -6, the start of basic and detailed engineering, are considered sunk. 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 $1,500 per ounce. 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 quotationfor transportation and insurance costs from the Donlin Gold project site to a U.S.-based refinery utilized in 2011. In addition, 0.1% of gold produced from the mine is deducted asa cost of refining. ●The current hydrometallurgical process selection renders any contained silver into a greater refractory state, which provides less than 10% silver recovery through standardmetal leaching. As a consequence, silver is not included in the Mineral Resource and Mineral Reserve estimates, and no silver credit has been applied to the project. ●To fund the $1,361 million reclamation and closure costs, the Project provides $412 million at closure by contributing to a Trust Fund commencing in Year -5 and continuingthrough the end of operations with annual contributions of $7.8 million. In addition to the Trust Fund, financial assurance in the form of letters of credit and/or surety bonds isrequired to construct and operate the mine. Per the Donlin Gold Project Reclamation Plan Approval from ADNR, financial assurance in the amount of approximately $322 millionmust be submitted in a form and substance approved by ADNR. The cost to maintain this financial assurance is assumed to be 0.4% of the total assured amount, annually. Thisequates 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. Current Activities For information on current activities, see section Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, below. 41NOVAGOLD RESOURCES INC. Change in Mineral Resources and Reserves from 2022 to 2023 There were no changes in reported mineral resources and reserves reported for the years ended November 30, 2021, 2022, and 2023. Paul Chilson, P.E., a Qualified Person and anemployee of the Company, has reviewed the mineral reserves and mineral resources and material assumptions included in this Annual Report on Form 10-K and confirmed that theyremain current as of November 30, 2023. Mineral Resource and Reserve Internal Controls The Company has internal controls for reviewing and documenting the information supporting the mineral resource and mineral reserve estimates, describing the methods used,and ensuring the validity of the estimates. These internal control processes were not materially impacted by the adoption of S-K 1300 in 2021. Information that is used in the mineralresource 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 theDonlin Gold project. The mineral resources and mineral reserves are subject to our internal review process on an annual basis, which includes review by NOVAGOLD’s Qualified Personbased in our corporate office in Salt Lake City, Utah, USA. 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. The checks are appropriate, and consistent with industrystandards, ●Independent data audits have been conducted and indicate that the sample collection and database entry procedures are acceptable, ●All core has been catalogued and stored in designated areas. Mineral resources and mineral reserves are estimates that are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and samplinganalysis, which may prove to be unreliable. See Risk Factors – “The quantities for our mineral resources and mineral reserves are estimates based on interpretation and assumptionsand may yield less mineral production under actual conditions than is currently estimated.” Item 3.Legal Proceedings Periodically, we are a party to or otherwise involved in legal proceedings arising in the normal course of business. Management does not believe that there is any pending orthreatened proceeding against the Company which, if determined adversely, would have a material adverse effect on our financial position, liquidity or results of operations. There are nomaterial proceedings pursuant to which any of our directors, officers or affiliates or any owner of record or beneficial owner of more than 5% of our securities or any associate of anysuch director, officer or securityholder is a party adverse to us or has a material interest adverse to us. Item 4.Mine Safety Disclosures Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States arerequired to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicableto mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration(MSHA). During the fiscal year ended November 30, 2023, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure isrequired 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 ofSection 1503(a) of the Dodd-Frank Act because the Company does not control Donlin Gold LLC. 42NOVAGOLD RESOURCES INC. PART II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares trade on the New York Stock Exchange (“NYSE American”) and on the Toronto Stock Exchange (TSX) under the symbol “NG.” On January 16, 2024, therewere 576 holders of record of our shares, which does not include shareholders for which shares are held in nominee or street name. We believe that more than half of our common sharesare beneficially owned by investors in the United States. Dividends We have never declared or paid dividends on our common shares and our current business plan requires that, for the foreseeable future, any future earnings be reinvested tofinance growth and development of our business. We will pay dividends on our common shares only if and when declared by our Board. In determining whether to declare dividends, theBoard will consider our financial condition, results of operations, working capital requirements, future prospects, and other factors it considers relevant. Certain Canadian Federal Income Tax Considerations for U.S. Residents The following generally summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enactedthereunder (collectively, the “Canadian Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of common shares. Comment 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 theUnited 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 lengthwith 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 onbusiness 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. 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 circumstancesbe entitled to the benefits of the Convention. 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. This summary does not deal with special situations such as the particularcircumstances of traders or dealers in securities or holders who have entered into a “derivative forward agreement” (as defined in the Canadian Tax Act) in respect of the common shares.Such holders should consult their own tax advisors. 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 is not a trader or dealer insecurities, did not acquire, hold, or dispose of the common shares in one or more transactions considered to be an adventure or concern in the nature of trade (i.e. speculation) and doesnot hold the common shares in the course of carrying on a business. 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 thedate 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, andthe current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”). It is assumed that all such amendments will be enacted as currentlyproposed, and that there will be no other material change to any applicable law or administrative policy or assessing practice, whether by way of judicial, legislative, governmental, oradministrative decision or action, although no assurance can be given in these respects. 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. 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 aslegal 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. Thediscussion below is qualified accordingly. 43NOVAGOLD RESOURCES INC. Currency conversion Generally, for the purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of common shares must be converted into Canadian dollarsbased on the relevant exchange rate as determined in accordance with the Canadian Tax Act. 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 Canadianwithholding tax, and NOVAGOLD will be required to withhold the tax from the dividend and remit it to the CRA for the holder’s account. The rate of withholding tax under the CanadianTax Act is 25% of the gross amount of the dividend, but should generally be reduced under the Convention to 15% (or, if the U.S. Resident Holder is a company which is the beneficialowner of at least 10% of the voting stock of NOVAGOLD, 5%) of the gross amount of the dividend. For this purpose, a company that is a resident of the United States for purposes of theCanadian Tax Act and the Convention and is entitled to the benefits of the Convention shall be considered to own the voting stock of NOVAGOLD owned by an entity that is consideredfiscally transparent under the laws of the United States and that is not a resident of Canada, in proportion to such company’s ownership interest in that entity. Disposition of common shares A U.S. Resident Holder who disposes or is deemed to dispose of one or more common shares generally should not incur any liability for Canadian federal income tax in respectof any capital gain arising as a consequence of the disposition, unless the common shares constitute “taxable Canadian property” (as defined in the Canadian Tax Act) of the U.S.Resident Holder at the time of disposition and the U.S. Resident Holder is not entitled to relief under the Convention. Generally, a 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 byor belonged to one or any combination of: a.the U.S. Resident Holder, b.persons with whom the U.S. Resident Holder did not deal at arm’s length, and c.partnerships in which the U.S. Resident Holder or a person referred to in clause b. holds a membership interest directly or indirectly through one or more partnerships, and (ii)at any time during the 60-month period that ends at the particular time, more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one orany combination of, real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Canadian Tax Act), “timber resource properties” (as definedin the Canadian Tax Act), or options in respect of, interests in, or for civil law rights in, any of the foregoing, whether or not the property exists. In certain circumstances, a common share may also be deemed to be “taxable Canadian property” for purposes of the Canadian Tax Act. Even if the common shares constitute “taxable Canadian property” to a U.S. Resident Holder, under the Convention, such a U.S. Resident Holder will not be subject to tax underthe 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 realproperty situated in Canada (within the meaning of the Convention). U.S. Resident Holders whose shares are taxable Canadian property should consult their own tax advisors. Certain United States Federal Income Tax Considerations for U.S. Holders There may be material U.S. federal income tax consequences to U.S. holders in relation to an acquisition or disposition of common shares or other securities of the Company. U.S.holders should consult their own legal, accounting and tax advisors regarding such tax consequences under United States, state, local or foreign tax law regarding the acquisition ordisposition of our common shares or other securities, in particular the tax consequences if the Company is or becomes a “passive foreign investment company” (commonly known as a“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code. 44NOVAGOLD RESOURCES INC. Current and potential U.S. holders of our common shares should be aware that we believe we were a PFIC for the fiscal year ended November 30, 2023, and based on currentbusiness plans and financial expectations, may be a PFIC in the current tax year and future tax years. No opinion of legal counsel or ruling from the IRS concerning the status of theCompany as a PFIC has been obtained or is currently planned to be requested. PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of thetax year in question and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differinginterpretations. In any tax year in which we are a PFIC, shareholders that are U.S. holders will be required to file an annual report with the Internal Revenue Service containing suchinformation as Treasury Regulations or other tax rules may require. Any gain recognized on the sale of common shares of a PFIC, and any excess distributions paid on the common shares of a PFIC must be ratably allocated to each day in a U.S.holder’s holding period for the common shares. The amount of any such gain or excess distribution allocated to prior years of such U.S. holder’s holding period for the common sharesgenerally will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year, and the U.S. holder will be required to pay interest on theresulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year. Alternatively, a U.S. holder that makes a timely “QEF election” generally will be subject to U.S. federal income tax on such U.S. holder’s pro rata share of our “net capital gain”and “ordinary earnings” (calculated under U.S. federal income tax rules), regardless of whether such amounts are actually distributed by us. As a second alternative, a U.S. holder maymake a “mark-to-market election” if we are a PFIC and the common shares are marketable stock under applicable Treasury Regulations. A U.S. holder that makes a mark-to-market electiongenerally will include in gross income, for each taxable year in which we are a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares as of the closeof such taxable year over (b) such U.S. holder’s tax basis in such common shares. U.S. holders are advised to consult their own tax advisors regarding the PFIC rules, including theelections that may be available. For each tax year that the Company determines that it is a PFIC, upon the written request of a U.S. holder, the Company will make available to such U.S. holder all information anddocumentation 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 theCompany’s website. In addition, U.S. holders will not be eligible for preferential tax rates on dividends paid by the Company if the Company is a PFIC in the tax year of such dividend distribution orin the preceding tax year. U.S. holders should consult their own legal, accounting and tax advisors regarding the tax consequences of holding and disposing of common shares and other securities ofthe Company. Unregistered Sales of Equity Securities None. Repurchase of Securities None. Item 6.[Reserved] Not applicable. 45NOVAGOLD RESOURCES INC. Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations (US 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 theconsolidated 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”). 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 2023 and 2022 and year-to-year comparisons between 2023 and2022. Discussions of our consolidated financial condition and results of operations for 2022 and year-to-year comparisons between 2022 and 2021 are included in Item 7, Management’sDiscussion 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, 2022, filed with theSecurities and Exchange Commission on January 25, 2023, are incorporated by reference into this MD&A. 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”). We record our interest in the Donlin Gold project as anequity 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 thebalance sheet primarily represents unused funds advanced to Donlin Gold. Our corporate goals include continuing to advance the Donlin Gold project toward a construction decision; maintaining support for Donlin Gold among the project’sstakeholders; promoting a strong safety, sustainability, and environmental culture; maintaining a favorable reputation of NOVAGOLD; and preserving a healthy balance sheet. Ouroperations 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. Donlin Gold project The continued focus at Donlin Gold is to update the geologic and resource models with the data derived from the extensive drill programs that took place over the last severalyears; reviewing key project assumptions, inputs, and design components for optimization (mine engineering, metallurgy, hydrology, and infrastructure); advancing remaining permitsthrough the regulatory process and supporting the State in maintaining the existing permits; and, through continued engagement, sustaining and expanding project support in the Y-Kregion. The Donlin Gold field program commenced in February with a total workforce of 44 direct hire employees with 63% from the Y-K region. The field program was safely completedon schedule in July and encompassed comprehensive fieldwork and geotechnical drilling required to complete the Alaska Dam Safety certificate applications. This involved datacollection at the locations earmarked for water retention structures, including the proposed Tailings Storage Facility (TSF). The fieldwork included 1,840 meters of geotechnical drilling, 74test pits in the locations of the planned water retention structures, 25 kilometers of seismic survey, and TSF test plot liner installation. Fieldwork to further define groundwater at the siteincluded 1,279 meters of hydrogeologic drilling with instrumentation and pump tests, providing essential information for mine planning and design. At the historic Lyman placer site, restoration work included significant stream and pond habitat creation. Final work including anticipated aquatic life access and use is plannedfor the 2024 season. Further work included advancing the geologic and resource models; reviewing key project assumptions, inputs, and design components for optimization (mine engineering,metallurgy, hydrology, and infrastructure); advancing remaining permits through the regulatory process and supporting the State in maintaining the existing permits; and, throughcontinued engagement, sustaining and expanding project support in the Y-K region. Trade-off studies and extensive analysis on project assumptions, inputs, design components foroptimization (mine engineering, metallurgy, hydrology, power, and infrastructure) were completed to inform the next steps in taking the project further up the value chain. On September 21, 2023, both Barrick and NOVAGOLD attended a workshop in Alaska to review the substantial amount of work completed to date and discuss the next steps forthe Donlin Gold project and workplan for the coming years. 46NOVAGOLD RESOURCES INC. Our share of funding for the Donlin Gold project in 2023 was $17,752, higher than our original expectation of $17,000 to fund additional mining studies. Our share of Donlin Goldexpenses was $18,529 in 2023, including $10,288 for project planning and fieldwork; $7,629 for permitting, environmental, community relations, mineral property leases and administrativeactivities; and $611 for depreciation and accretion. At the December 2023 Donlin Gold LLC board meeting, NOVAGOLD proposed proceeding to an updated feasibility study while the co-owner proposed continued drillingcampaigns. Even though the owners did not agree to either proposal at the December meeting, they found common ground on value-adding activities that advance the project. Thus,while discussions continue regarding next steps, the Donlin Gold LLC board approved a budget of $28,500 (100% basis) for 2024, comprising resource modelling, mine planning work,metallurgical test work (pilot plant), regional infrastructure support planning, geoscience hydrology and closure planning, advancement of the dam safety certificate applications, andcontinued support of pending litigation, government affairs, community engagement activities, and sponsorships. NOVAGOLD will continue to employ concerted and inclusive efforts toadvance the Donlin Gold project for the benefit of all our shareholders and Donlin Gold stakeholders. Our 50% share of 2024 Donlin Gold funding is $14,250. The Donlin Gold board must approve an updated feasibility study, construction program and budget before the Donlin Gold project can be developed. The timing of the requiredengineering work and the Donlin Gold board’s approval of an updated feasibility study, construction program and budget, the receipt of all required governmental permits and approvals,and the availability of financing, commodity price fluctuations, risks related to market events and general economic conditions among other factors, will affect the timing of and whetherto develop the Donlin Gold project. Among other reasons, project delays could occur due to public opposition, litigation challenging permit decisions, requests for additional informationor analysis, limitations in agency staff resources during regulatory review and permitting, or project changes made by Donlin Gold. Stakeholder and government engagementIn collaboration with Calista Corporation (“Calista”) and The Kuskokwim Corporation (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 othermining assets in Alaska and guiding our outreach efforts. Donlin Gold’s enduring partnerships with Calista and TKC are pivotal in facilitating comprehensive outreach throughout the Y-K region. Donlin Gold successfully recruited four new community liaisons from Nunapitchuk, Tuluksak, Pilot Station, and Kwigillingok, expanding the total to nine. It also establishedthree additional Shared Values Statements for a total of 16, which formalize Donlin Gold’s ongoing engagement with local communities, reinforce existing long-term relationships, andaddress specific community needs. In 2023, Donlin Gold conducted over 7,000 direct engagements with key stakeholders. Thirteen of the 56 village councils in the Calista Region (Native Village of Kasigluk, ONC, Native Village of Eek, Tuluksak Native Community, Tununak Council, Native Village ofNunapitchuk, Chuloonawick Tribal Council, Native Village of Kwigillingok, Native Village of Kongiganak, Chefornak Traditional Council, Chevak Native Village, Native Village of Napakiakand Quinhagak) have adopted resolutions opposing development of the Donlin Gold project. Donlin Gold, in collaboration with Calista and the village of Crooked Creek continued their proactive, bipartisan outreach in Alaska to highlight the thoroughness of the project’senvironmental review and permitting procedures, as well as our strong partnerships with Native Alaskans who own the land. Additional gatherings were held in Washington, D.C. withmembers of the Congressional delegation and with senior leadership from the U.S. Department of Interior, as part of an ongoing bipartisan outreach campaign directed at the BidenAdministration and the U.S. Congress. Notable participants included Senators Lisa Murkowski and Dan Sullivan, along with Representative Mary Peltola from the Y-K region. Environment and social investmentsNOVAGOLD maintains a dedicated commitment to education, community wellness, cultural preservation, and environmental stewardship, actively reinforcing these goals at theDonlin Gold project site and within the communities of the Y-K Region. With a focus on supporting initiatives such as fisheries studies, environmental activities, subsistence, culturalpreservation, and grants, NOVAGOLD places a strong emphasis on community and social responsibility. Through continuous collaboration with Calista and TKC, alongside other keyrepresentatives of local communities, our collective efforts provide critical support to the Y-K region. This ongoing commitment ensures the sustainable and profitable development ofDonlin Gold in the years to come, with a diverse array of projects and activities actively contributing to these overarching objectives in 2023. 47NOVAGOLD RESOURCES INC. Donlin Gold supported various search and rescue teams in the region, provided funding to the Bethel Community Services Foundation and Special Olympics Alaska, as well assponsored and participated in the Alaska Safe Riders initiative, which promotes safety for snowmachines, all-terrain-vehicles and recreational off-road vehicles. In addition, Donlin Gold,in collaboration with Covenant House Alaska and Bethel Community Services, is developing an action plan to help address chronic and ongoing youth food insecurity in the Y-K region.To date, the three entities have successfully leased space from Bethel Winter House toward establishing a housing and service hub for youth aged 18 to 24. Furthermore, Donlin Goldpartnered with the Bethel Community Services Foundation and the Aruqutet Project on a regional program to address food insecurity throughout the Bethel community. Over 550 localhouseholds are enrolled in the program to date. Employing local staff and committed volunteers has proven critical to the program. As an annual sponsor of the Rural Alaska Community Action Program, Donlin Gold upholds its longstanding support by recruiting and placing local elders in Y-K schools. Thisprogram facilitates the sharing of traditional knowledge and values, enriching the educational experience for students across the region. Additionally, Donlin Gold has strengthened itssponsorship of the First Alaskans Institute, extended support and actively participated in key events such as the Elders & Youth statewide conference and the Alaska Federation ofNatives annual convention. These efforts foster cultural enrichment and community engagement. In collaboration with the village of Napaimute, Donlin Gold actively participated in and provided principal support for the “In It for The Long Haul” backhaul program for thesixth year in a row. This vital project is dedicated to the collection, removal, and safe disposal of household hazardous and electronic waste from villages across the Y-K region,preventing its adverse impact on landfills and waterways. The program achieved significant new milestones this year, including the removal of waste from fish camps in the MiddleKuskokwim and the initiation of waste backhaul operations along the Yukon River. In total, this year’s program successfully collected and disposed of approximately 235,000 pounds ofwaste. Donlin Gold also supported 52 villages as part of the annual Clean-up Green-up program, which aims to collect and dispose of trash from the tundra, roads, public areas andbeaches in the Y-K region that accumulate over the winter months. Donlin Gold has been increasingly focused on collaborating with our Alaska Native Corporation partners to monitor and assess the conditions and management of salmonfisheries in the Kuskokwim and Yukon River watersheds. In the fourth quarter of 2023, we initiated the identification of specific potential project opportunities aimed at monitoring,evaluating, and enhancing the health of salmon populations. In the first quarter of 2024, Donlin Gold will identify key projects to support with work expected to commence in the thirdquarter 2024. All such projects will be done in collaboration and partnership with the people of the Y-K region. Furthermore, in collaboration with TKC, the village of Crooked Creek, theAkiak Native Community and the Napaimute Tribe, Donlin Gold provided financial support for the construction and maintenance of the ice roads that allow for winter travel between theremote Kuskokwim River communities – which, in turn, led to increased participation in community events, cultural activities, sports, and provided access for emergency services, lawenforcement and travel. On average, a total of 300 miles of ice road is constructed and maintained annually. Education is a cornerstone of Donlin Gold's community engagement efforts, with a steadfast commitment to advancing educational opportunities in Alaska. Collaboratingclosely with Alaska Resource Education, Donlin Gold actively supports the mission of educating Alaskan students about the state's natural resources. Additionally, the company extendsits dedication to education by backing the Alaska School Activities Association, a statewide non-profit organization that directs, develops, and supports high school interscholasticsports, academic, and fine arts activities across Alaska. Both NOVAGOLD and Donlin Gold collectively contribute to educational advancement, with NOVAGOLD funding an annualscholarship at the University of Alaska. This scholarship is specifically designed to benefit underrepresented students pursuing majors in Mine Engineering and Geology, therebycontributing to the development of future talent in these critical professional fields. PermittingThe Donlin Gold camp re-opened in February to continue geotechnical and hydrological fieldwork to collect additional data for the Alaska Dam Safety certificate applicationsprocess, with field work completed in July. The preliminary design packages are expected to be submitted to the Alaska Department of Natural Resources in the first half of 2024. Issuanceof the certifications is anticipated in 2026. In 2022, Donlin Gold applied for a new air quality permit based on updated air quality modeling and emissions controls information. The new air quality permit was issued on July1, 2023. The Alaska Permit Discharge Elimination System permit, which originally expired in 2023, and the Waste Management Permit, which originally was to expire in January 2024, areadministratively extended pending renewal by the Alaska Department of Environmental Conservation (ADEC). The Reclamation Plan approval, which was also to expire in January 2024,is administratively extended to January 2025. 48NOVAGOLD RESOURCES INC. LitigationOn June 3, 2020, Earthjustice representing Orutsararmiut Native Council (ONC), ten Y-K villages, and the Alaska Community Action on Toxics filed a formal appeal with theADEC Commissioner of the State’s water quality certification under Section 401 of the Clean Water Act (the “401 Certification”). The appeal process consisted of an AdministrativeHearing in front of an Administrative Law Judge (ALJ) appointed by the ADEC Commissioner. On April 12, 2021, the ALJ issued his opinion for the Commissioner’s considerationrecommending the 401 Certification be vacated. The Commissioner issued his decision to uphold the 401 Certification on May 27, 2021. The decision was appealed on June 28, 2021, inAlaska Superior Court by Earthjustice, representing ONC. On September 27, 2021, Donlin Gold filed a motion requesting a short term stay in the case to allow the State to fully consideradditional technical materials on mercury and temperature; the State indicated to the Court that they did not oppose the motion. On October 22, 2021, Donlin Gold submitted to ADECexpert technical reports on mercury and temperature. On November 22, 2021, ADEC filed an additional motion asking to remand the 401 certification back to ADEC to determine how theadditional information affects the certification. Earthjustice did not oppose the motion although had comments on the remand process. On December 29, 2021, the Court granted theremand request, dismissed the case without prejudice, and left in place the existing certification. On May 13, 2022, the ADEC Water Division Director reaffirmed the 401 certification. OnJune 13, 2022, Earthjustice appealed the elements of the decision related to temperature to the Commissioner and requested an adjudicatory hearing with an ALJ. On July 14, 2022, theCommissioner granted the request for the hearing and a new ALJ was assigned. On September 14, 2022, Earthjustice filed their initial brief. Donlin Gold and ADEC filed response briefs onOctober 14, 2022. Earthjustice filed their final reply brief on October 21, 2022. On August 18, 2023, the Commissioner reaffirmed ADEC’s issuance of the 401 Certification. The suspensionof the previously filed Alaska Superior Court case was then lifted. Earthjustice’s opening brief was submitted to the Alaska Superior Court on January 5, 2024. Claims related to mercurywere not included in Earthjustice’s Alaska Superior Court complaint. ADEC and Donlin Gold response briefs are due on February 5, 2024. A decision is expected later in 2024. 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 SuperiorCourt. An appeal was also filed by a second party, Robert Fithian, the owner of an outdoor guiding business located near the proposed Donlin Gold pipeline route, on September 20, 2021.The two appeals were consolidated into a single case before the Alaska Superior Court based in Anchorage, Alaska. On April 12, 2023 and July 3, 2023, the Alaska Superior Courtaffirmed ADNR’s issuance of the ROW lease in the Earthjustice case and Robert Fithian case, respectively. The decision in the Earthjustice case has been appealed to the AlaskaSupreme Court. Earthjustice’s opening brief was submitted on September 22, 2023. The State of Alaska, Calista, and Donlin Gold submitted their reply briefs to the Alaska Supreme Courton January 3, 2024. Mr. Fithian did not appeal to the Alaska Supreme Court. On May 25, 2022, Earthjustice, representing ONC and five Y-K villages, filed an appeal of the final Water Rights in Alaska Superior Court. The appellants filed their initial brief onNovember 21, 2022. On April 25, 2022, the ADNR Commissioner denied the appeal; however, Earthjustice, ONC and five villages appealed the Commissioner’s decision in Alaska SuperiorCourt on May 25, 2022. The briefing process was completed, and oral arguments were held on July 19, 2023. On September 1, 2023, the Alaska Superior Court affirmed ADNR’s decisionon Donlin Gold’s water rights permits, following unsuccessful appeal by Earthjustice to the ADNR Commissioner. On October 2, 2023, Earthjustice appealed the Superior Court decisionto the Alaska Supreme Court. Earthjustice’s opening brief was submitted to the Alaska Supreme Court on January 4, 2024. In September 2022, 13 tribes sent letters to the U.S. Army Corps of Engineers (“Corps”) and the U.S. Environmental Protection Agency (EPA). The letter to the Corps requeststhat it consider requiring a supplemental environmental impact statement (EIS) on the Donlin Gold project and revoke the Clean Water Act Section 404 permit (the “404 permit”) in light ofwhat the tribes consider “new information” since the final EIS was issued in 2018. Additionally, the EPA letter requested that it initiate a Clean Water Act Section 404(c) veto process forthe Donlin Gold project. In early January 2023, Donlin Gold and Calista both submitted responses to the Corps on why the requests to prepare a supplemental EIS or revoke the 404 permitshould not be granted. In January 2023, Donlin Gold also provided a response to the EPA describing why the agency should not initiate a 404(c) process. To date, neither the Corps norEPA has responded to the tribes’ letters. On April 6, 2023, Earthjustice with ONC and six Y-K villages filed suit against the U.S. government in Anchorage Federal District Court. The lawsuit asks the Court to invalidatethe Donlin Gold Joint Record of Decision, including the 404 permit issued by the Corps and ROW lease for the portions of the pipeline on Federal lands issued by the Bureau of LandManagement of the U.S. Department of Interior. The U.S. Department of Justice (DOJ) is defending the issuance of the permits by those Federal agencies. The State of Alaska, DonlinGold and Calista have been granted intervenor status in this case. DOJ is finalizing compilation of the Administrative Record for the court. The briefing schedule was agreed upon in thefourth quarter and will extend through the first half of 2024. 49NOVAGOLD RESOURCES INC. Despite multiple challenges, all appeals against Donlin Gold permits have been unsuccessful to date, underscoring our ongoing confidence in the process. We recognize theimportance of preparedness and organization in these matters. With the unwavering support of Donlin Gold and its owners, we will continue to back the state and federal agencies indefending their thorough and diligent permitting processes. Other remediation During 2023, $1,435 in remediation expenditures were incurred for fieldwork at the historic former New Gold House property in Nome, Alaska. Final work including seeding isplanned for the 2024 field season. Consolidated Financial Results The details of our Net loss are set forth below: Years ended November 30, 2023 2022 Change Net loss $(46,803) $(53,343) $6,540 Net loss per common share, basic and diluted $(0.14) $(0.16) $0.04 Net loss decreased by $6,540 from 2022, primarily due to lower field expenses at Donlin Gold, increased interest income, and other income related to the 2021 sale of theCompany’s interest in the San Roque mineral property, partially offset by an increase in interest expense on the promissory note and higher general and administrative expenses. DonlinGold expenses were lower in 2023 with fieldwork and geotechnical drilling completed in July for the Alaska Dam Safety certificate applications and hydrological drilling to support mineplanning and design, compared to the large exploration drilling program in 2022. General and administrative costs increased due to higher corporate travel costs, legal expenses, and PSUsgranted to the Company’s executive officers on December 15, 2022, as a retention incentive that will vest if their employment continues through June 30, 2024. Higher interest rates in 2023impacted interest income on cash and term deposits and interest expense on the promissory note. The average effective interest rate on the promissory note increased from 6.8% in 2022to 10.3% in 2023. Liquidity and Capital Resources Liquidity overviewAt present, we believe we have sufficient working capital available to cover anticipated funding of the Donlin Gold project and corporate general and administrative costs for atleast the next three years at current spending levels. Additional capital may be required to complete an updated Donlin Gold feasibility study. Considerable additional capital will berequired once a decision to commence engineering and construction is reached by the Donlin Gold LLC board for the Donlin Gold project. Future financing to fund construction isanticipated through debt, equity, project specific debt, and/or other means. Our continued operations are dependent on our ability to obtain additional financing or to generate futurecash flows. However, there can be no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all. For further information, see sectionItem 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, willdepend in part on our ability to obtain suitable financing. Our anticipated expenditures in fiscal year 2024 are approximately $31,200, including $14,250 to fund the Donlin Gold project, and $16,950 for corporate general and administrativecosts. Our financial position includes the following as of November 30, 2023: ●Cash and cash equivalents of $45,749, primarily held at three large Canadian domestic chartered banks with high credit ratings. ●Term deposits of $80,000 denominated in U.S. dollars and held at two large Canadian domestic chartered banks with high credit ratings and maturities of less than one year. ●Promissory note payable to Barrick of $136,748, including accrued interest at U.S. prime plus 2%. The promissory note and accrued interest are payable from 85% of theCompany’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 thecurrent interest rate of 10.5%, interest on the note in fiscal year 2024 will total approximately $14,400. 50NOVAGOLD RESOURCES INC. Cash flowsIn 2023, cash and cash equivalents decreased by $18,133, mainly to fund our share of Donlin Gold, corporate administrative expenses, and net purchases of term deposits,partially offset by the note proceeds received from Newmont. Net spending on operating activities decreased by $4,585 primarily due to increased interest proceeds received on cash and term deposits, and the timing of corporate liabilityinsurance payments in the prior year, partially offset by higher corporate travel costs, legal expenses, and remediation expenditures. Cash used in investing activities decreased by $2,034,primarily due to Newmont note proceeds and lower Donlin Gold funding requirements, partially offset by net purchases of term deposits in 2023 compared to net proceeds from termdeposits in 2022. In financing activities, the PSU awards that matured in 2023 did not meet the performance criteria; therefore, no common shares were issued and no withholding tax waspaid. Outstanding share data As of January 16, 2024, the Company had 334,371,223 common shares issued and outstanding. Also, as of January 16, 2024, the Company had: i) a total of 9,605,100 stockoptions outstanding; 8,260,300 of those stock options with a weighted-average exercise price of $6.21 and the remaining 1,344,800 with a weighted-average exercise price of C$7.73; and ii)2,173,000 performance shares units (PSUs) and 255,852 deferred share units (DSUs) outstanding. Upon exercise of the foregoing convertible securities, the Company would be required toissue a maximum of 13,029,602 common shares. Related party transactions As of November 30, 2023, the Company has accounts receivable from Donlin Gold of $203 (November 30, 2022: $574) included in Other current assets for third party study costscontracted for by the Company on behalf of Donlin Gold. Fourth quarter results During the fourth quarter of 2023 we incurred a net loss of $10,421 compared to a net loss of $12,255 in 2022. The decrease in net loss primarily resulted from reduced activity atDonlin Gold and higher interest income, partially offset by increased interest on the promissory note. Critical Accounting Policies We believe the following accounting policies are critical to our financial statements due to the degree of uncertainty regarding the judgements or assumptions involved and/orthe magnitude of the asset, liability, or expense being reported. Contingent note receivableA 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 theapproval of a Galore Creek project construction plan by the owner(s). The Company has assigned no value to the contingent note receivable as management determined that approval ofGalore 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, 2023. The contingentnote will be recognized only when, in management’s judgement, payment is probable, and the amount recorded will not reverse in future periods. Investment in affiliatesInvestments in unconsolidated ventures over which the Company can exercise significant influence, but does not control, are accounted for under the equity method andinclude the Company’s investment in the Donlin Gold project. Donlin Gold LLC is a non-publicly traded equity investee holding the Donlin Gold project. We identified Donlin Gold as aVariable 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 basisbetween the owners of the VIE. Therefore, the Company has determined that it is not the primary beneficiary of the VIE. 51NOVAGOLD RESOURCES INC. The Company’s maximum exposure to loss is its investment in Donlin Gold of $3,071 as of November 30, 2023. The Company reviews and evaluates its investment in the DonlinGold project for other than temporary impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that could indicateimpairment of an investment in affiliates include a significant decrease in long-term expected gold price, a significant increase in expected operating or capital costs, unfavorableexploration results or technical studies, a significant decrease in reserves, a loss of significant mineral claims, or a change in the development plan or strategy for the project. Managementreviewed potential impairment indicators and determined that there were none as of November 30, 2023. Income taxesWe account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differencesbetween the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax ratesexpected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method, the effect on deferredtax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A full valuation allowance has been recognized against deferred taxassets as management has determined that it is not likely that the deferred tax assets will be recognized. Share-based compensationWe 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 plansare 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‐Scholesoption pricing model, and the fair values of PSUs are measured at each grant date using a Monte Carlo valuation model. The fair value estimates may be impacted by certain variablesincluding, 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. We grant members of our board of directors DSUs whereby each DSU entitles the directors to receive one common share of the Company or the market value thereof in cash, atthe Company’s option, when they retire from service with the Company. 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. In 2023, we incurred $8,731 in share-based compensation costs, an increase of $517 over the prior year. PSU compensation costs increased over the prior year primarily due to181,700 PSUs granted to the Company’s executive officers on December 15, 2022, as a retention incentive that will vest if their employment continues through June 30, 2024. The retentionincentive PSUs were valued at the grant date market price. As of November 30, 2023, we had $2,721 of unrecognized compensation cost related to 3,724,884 non-vested stock options expected to be expensed and vest over a period ofapproximately two years. Also, as of November 30, 2023, we had 1,605,500 non-vested PSU awards outstanding of which 319,300 were fully expensed. On December 1, 2023, it wasdetermined that those expensed PSU awards matured and did not meet the performance criteria; therefore, no common shares were issued. The remaining 1,286,200 non-vested PSUawards with $3,771 of unrecognized compensation cost will be expensed over a period of approximately two years. Item 7A.Quantitative and Qualitative Disclosures about Market Risk Our financial instruments are exposed to certain financial risks, including credit and interest rate risks. Credit riskConcentration of credit risk exists with respect to our cash and cash equivalents, and term deposit investments. All term deposits are held through Canadian chartered bankswith high investment-grade ratings and have maturities of one year or less. Interest rate riskThe 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, 2023, andassuming all other variables remain constant, a 1% change in the U.S. prime rate would result in an increase/decrease of approximately $1.4 million in the interest accrued on thepromissory note per annum. 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 proceedsresulting from a reduction of the Company’s interest in Donlin Gold. 52NOVAGOLD RESOURCES INC. Item 8.Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of NOVAGOLD RESOURCES INC. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of NOVAGOLD RESOURCES INC. and its subsidiaries (together, the Company) as of November 30, 2023 and 2022, andthe related consolidated statements of loss and comprehensive loss, cash flows and equity (deficit) for each of the three years in the period ended November 30, 2023, including therelated notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of November 30, 2023,based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, andthe results of its operations and its cash flows for each of the three years in the period ended November 30, 2023 in conformity with accounting principles generally accepted in theUnited States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2023, based oncriteria established in Internal Control – Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of theeffectiveness of internal control over financial reporting, included in Report of Management on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is toexpress opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firmregistered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whetherthe consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in allmaterial respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due toerror or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overallpresentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financialreporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our auditsalso included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies andprocedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 53NOVAGOLD RESOURCES INC. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periodsare subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to becommunicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging,subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and weare not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Recognition of the contingent note receivableAs described in Notes 2 and 4 to the consolidated financial statements, on July 27, 2018, the Company sold its interest in the Galore Creek project (the sale). As part of the considerationfor the sale, the Company received a $75 million note (the contingent note receivable), which is 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 Galore Creek project construction approval was not probable as of the closingof the Galore Creek sale or in subsequent periods. Management’s assessment did not change as of November 30, 2023. The contingent note will be recognized when, in management’sjudgment, it is probable that the payment will occur, and that the amount recorded will not reverse in future periods. The principal considerations for our determination that performing procedures relating to the recognition of the contingent note receivable is a critical audit matter are the judgment bymanagement when determining if recognition was required, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluatingmanagement’s assessment of the probability of whether a Galore Creek project construction plan will be approved. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Theseprocedures included testing the effectiveness of controls relating to management’s assessment of the basis for recognizing the contingent note receivable. These procedures alsoincluded, among others, evaluating the reasonableness of management’s assessment regarding the probability of the owner(s) of the project approving the Galore Creek projectconstruction plan. This included considering both publicly available information and the latest annual progress report provided by the owner(s) of the project to the Company under theterms of the sale agreement. /s/PricewaterhouseCoopers LLP Chartered Professional Accountants Vancouver, CanadaJanuary 24, 2024 We have served as the Company's auditor since 1984. 54NOVAGOLD RESOURCES INC. CONSOLIDATED BALANCE SHEETS(US dollars in thousands) As of November 30, 2023 2022 ASSETS Cash and cash equivalents $45,749 $63,882 Term deposits 80,000 62,000 Notes receivable (Note 4) — 24,421 Other assets (Note 6) 1,470 2,235 Current assets 127,219 152,538 Investment in Donlin Gold (Note 5) 3,071 3,848 Other assets (Note 6) 3,000 2,803 Total assets $133,290 $159,189 LIABILITIES Accounts payable and accrued liabilities $703 $769 Accrued payroll and related benefits 2,799 2,532 Other liabilities (Note 9) 404 1,298 Current liabilities 3,906 4,599 Promissory note (Note 7) 136,748 123,685 Other liabilities (Note 9) 859 1,002 Total liabilities 141,513 129,286 Commitments and contingencies (Notes 7, 8 and 9) EQUITY (DEFICIT) Common shares Authorized – 1,000 million shares, no par value Issued and outstanding – 334.2 and 333.8 million shares, respectively 1,986,938 1,983,962 Contributed surplus 88,621 82,866 Accumulated deficit (2,059,311) (2,012,508)Accumulated other comprehensive loss (24,471) (24,417)Total equity (deficit) (8,223) 29,903 Total liabilities and equity (deficit) $133,290 $159,189 The accompanying notes are an integral part of these consolidated financial statements. Approved by the Board of Directors /s/ Gregory A. Lang /s/ Anthony P. Walsh 55NOVAGOLD RESOURCES INC. CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS(US dollars in thousands except per share amounts) Years ended November 30, 2023 2022 2021 Operating expenses: General and administrative (Note 12) $21,783 $20,109 $20,210 Equity loss - Donlin Gold (Note 5) 18,529 28,163 16,625 40,312 48,272 36,835 Loss from operations (40,312) (48,272) (36,835)Interest expense on promissory note (Note 7) (13,063) (7,962) (5,922)Interest and dividend income 5,791 1,591 458 Accretion of notes receivable (Note 4) 579 849 2,556 Remediation expense (541) (366) (938)Other income (expense), net (Note 14) 782 784 282 Loss before income taxes (46,764) (53,376) (40,399)Income tax recovery (expense) (Note 15) (39) 33 (137)Net loss (46,803) (53,343) (40,536) Other comprehensive income (loss): Foreign currency translation adjustments (54) (1,128) 587 (54) (1,128) 587 Comprehensive loss $(46,857) $(54,471) $(39,949) Net loss per common share – basic and diluted $(0.14) $(0.16) $(0.12) Weighted average shares outstanding Basic and diluted (thousands) 334,057 333,236 331,546 The accompanying notes are an integral part of these consolidated financial statements. 56NOVAGOLD RESOURCES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS(US dollars in thousands) Years ended November 30, 2023 2022 2021 Operating activities: Net loss $(46,803) $(53,343) $(40,536)Adjustments: Equity loss – Donlin Gold 18,529 28,163 16,625 Interest expense on promissory note 13,063 7,962 5,922 Share-based compensation 8,731 8,214 8,235 Remediation expense 541 366 938 Foreign exchange (gain) loss 43 (595) 336 Accretion of notes receivable (579) (849) (2,556)Change in fair value of marketable securities (269) (189) (418)Gain on sale of mineral property (556) — (200)Other operating adjustments 49 (44) 7 Net change in operating assets and liabilities (Note 17) (535) (2,056) 1,784 Net cash used in operating activities (7,786) (12,371) (9,863) Investing activities: Proceeds from term deposits 148,000 148,000 141,578 Purchases of term deposits (166,000) (132,000) (158,799)Funding of Donlin Gold (17,752) (28,435) (17,587)Proceeds from notes receivable 25,000 — 75,000 Proceeds from sale of mineral property 556 — 200 Other (132) 73 — Net cash provided from investing activities (10,328) (12,362) 40,392 Financing activities: Withholding tax on share-based compensation — (2,122) (731)Net cash used in financing activities — (2,122) (731) Effect of exchange rate changes on cash and cash equivalents (19) (387) 420 Net change in cash and cash equivalents (18,133) (27,242) 30,218 Cash and cash equivalents at beginning of year 63,882 91,124 60,906 Cash and cash equivalents at end of year $45,749 $63,882 $91,124 The accompanying notes are an integral part of these consolidated financial statements. 57NOVAGOLD RESOURCES INC. CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)(US dollars and shares in thousands) Common shares Contributed Accumulated Total equity Shares Amount surplus deficit AOCL* (deficit) November 30, 2020 330,412 $1,972,029 $81,203 $(1,918,629) $(23,876) $110,727 Share-based compensation — — 8,235 — — 8,235 Performance share units (PSUs) settled in shares 574 1,460 (1,460) — — — Stock options exercised 1,430 5,031 (5,031) — — — Withholding tax on PSUs — — (731) — — (731)Net loss — — — (40,536) — (40,536)Other comprehensive income — — — — 587 587 November 30, 2021 332,416 $1,978,520 $82,216 $(1,959,165) $(23,289) $78,282 Share-based compensation — — 8,214 — — 8,214 PSUs settled in shares 430 1,731 (1,731) — — — Deferred share units (DSUs) settled in shares 53 249 (249) — — — Stock options exercised 854 3,462 (3,462) — — — Withholding tax on PSUs — — (2,122) — — (2,122)Net loss — — — (53,343) — (53,343)Other comprehensive loss — — — — (1,128) (1,128)November 30, 2022 333,753 $1,983,962 $82,866 $(2,012,508) $(24,417) $29,903 Share-based compensation — — 8,731 — — 8,731 DSUs settled in shares 48 246 (246) — — — Stock options exercised 446 2,730 (2,730) — — — Net loss — — — (46,803) — (46,803)Other comprehensive income — — — — (54) (54)November 30, 2023 334,247 $1,986,938 $88,621 $(2,059,311) $(24,471) $(8,223) * Accumulated other comprehensive loss The accompanying notes are an integral part of these consolidated financial statements. 58NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) NOTE 1 – THE COMPANY NOVAGOLD RESOURCES INC. and its affiliates and subsidiaries (collectively, “NOVAGOLD” or the “Company”) operate in the mining industry, focused on the exploration forand development of gold mineral properties. The Company has not realized revenues from its planned principal business purpose. The Company’s principal asset is a 50% interest in theDonlin Gold project in Alaska, USA. The Donlin Gold project is owned and operated by Donlin Gold LLC (“Donlin Gold”), a limited liability company that is owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick Gold Corporation (“Barrick”). 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. 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 UnitedStates (US GAAP). The preparation of the Company’s Consolidated Financial Statements in accordance with US GAAP requires the Company to make estimates and assumptions thataffect 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 amountsof 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 reasonableunder the circumstances. Actual results could differ from the amounts recorded in these Consolidated Financial Statements. References in these Consolidated Financial Statements and Notes to $ refer to United States (US) dollars and C$ to Canadian dollars. Dollar amounts are in thousands, except forper share amounts. Foreign currency The functional currency for NOVAGOLD RESOURCES INC. is the Canadian dollar and the functional currency for the Company’s U.S. operations is the U.S. dollar. Therefore,gains and losses on U.S. dollar denominated transactions and the effect of translating U.S. dollar denominated balances of Canadian operations are recorded in net loss. The effects oftranslating the Company’s Canadian operations from the Canadian dollar to the U.S. dollar are recorded in Other comprehensive income (loss). Cash and cash equivalents Cash and cash equivalents consist of cash balances and highly liquid investments with original maturities of three months or less, that are cash equivalents. Cash equivalentsare held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. Term deposits The Company’s term deposits are classified as held to maturity and recorded at cost. Term deposits are held at Chartered Canadian banks with original maturities of 12 months orless. The term deposits are not traded in an active market. Contingent note receivable A portion of the proceeds related to the sale of Galore Creek to Newmont includes a $75,000 note receivable, contingent upon the approval of a Galore Creek project constructionplan 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 wasnot probable as of the closing of the Galore Creek sale or in subsequent periods. The contingent note will be recognized when, in management’s judgement, it is probable that thepayment will occur, and that the amount recorded will not reverse in future periods. 59NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) 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 equitymethod and include the Company’s investment in the Donlin Gold project. The Company identified Donlin Gold as a Variable Interest Entity (VIE) as the entity is dependent on fundingfrom 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. Therefore, the Company hasdetermined that it is not the primary beneficiary of the VIE. The Company’s maximum exposure to loss is its equity investment in Donlin Gold. The equity method is a basis of accounting for investments whereby the investment is initially recorded at cost and the carrying value is adjusted thereafter to include theinvestor’s pro rata share of post-acquisition earnings or losses of the investee, as computed by the consolidation method. Cash funding increases the carrying value of the investment.Profit distributions received or receivable from an investee reduce the carrying value of the investment. Donlin Gold is a non-publicly traded equity investee owning an exploration and development project. Therefore, the Company assesses whether there has been a potentialtriggering event for other-than-temporary impairment by assessing the underlying assets of the equity investee for recoverability and assessing whether there has been a change in thedevelopment plan or strategy for the project. If the underlying assets are not recoverable, the Company will record an impairment charge equal to the difference between the carryingamount of the investee and its fair value. Income taxes The Company accounts for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of the Company’s liabilitiesand assets and the related income tax basis for such liabilities and assets. This method generates deferred income tax liabilities and assets for the Company, as measured by the statutorytax rates in effect. The Company derives its deferred income tax charge or benefit by recording the change in deferred income tax liabilities and asset balances for the year. The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income taxassets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Share-based payments The Company records share-based compensation awards exchanged for employee services at fair value on the date of the grant and expenses the awards in the ConsolidatedStatements of Loss over the requisite employee service period. The fair values of stock options are determined using a Black-Scholes option pricing model. The fair values of PSUs aredetermined using a Monte Carlo valuation model. The fair values of PSU retention incentive awards are based on their grant date market prices. The Company’s estimates may beimpacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, estimates of forfeitures, theCompany’s performance, and the Company’s performance in relation to its peers. Net income (loss) per common share Basic and diluted income (loss) per share are presented for Net income (loss). Basic income (loss) per share is computed by dividing Net income (loss) by the weighted-averagenumber of outstanding common shares for the period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts that may require the issuanceof common shares in the future were converted. Diluted income per share is computed by increasing the weighted-average number of outstanding common shares to include theadditional common shares that would be outstanding after conversion and adjusting net income for changes that would result from the conversion. Only those securities or othercontracts that result in a reduction in earnings per share are included in the calculation. 60NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) NOTE 3 – SEGMENTED INFORMATION Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who isresponsible for allocating resources and assessing the performance of the operating segments, has been identified as the Chief Executive Officer. The Chief Executive Officer considersthe business from a geographic perspective considering the performance of our investment in the Donlin Gold project in Alaska, USA (Note 5). NOTE 4 – NOTES RECEIVABLE Changes in the Company’s Notes receivable are summarized as follows: Years ended November 30, 2023 2022 2021 Balance – beginning of period $24,421 $23,572 $96,016 Accretion of notes receivable 579 849 2,556 Payment received (25,000) — (75,000)Balance – end of period $— $24,421 $23,572 Galore Creek On July 27, 2018, the Company sold its interest in the Galore Creek project to a subsidiary of Newmont Corporation (“Newmont”) for cash proceeds of $100,000, a $75,000 notedue upon the earlier of the completion of a Galore Creek pre-feasibility study or July 27, 2021, a $25,000 note due upon the earlier of the completion of a Galore Creek feasibility study orJuly 27, 2023, and a contingent note for $75,000 due upon approval of a Galore Creek project construction plan by the owner(s). The Company received from Newmont $75,000 on July 27,2021, and $25,000 on July 27, 2023. No value was assigned to the final $75,000 contingent note. The Company determined that Galore Creek project construction approval was not probable as of the closing of theGalore Creek sale. The Company’s assessment did not change as of November 30, 2023. Minas San Roque On November 3, 2021, the Company sold its 49% interest in the Minas San Roque project in Argentina to Marifil S.A., a subsidiary of International Iconic Gold Mines Ltd.(“Iconic”) for cash proceeds of C$250 upon closing, a C$750 note receivable due on November 1, 2022, and a C$1,000 note receivable due on November 1, 2023. On closing, the Companydetermined the fair value of the notes was nil. Iconic completed the C$750 note repayment due on November 1, 2022 in December 2022, and the C$1,000 note repayment due on November1, 2023 in January 2024, each after obtaining sufficient funding. NOTE 5 – INVESTMENT IN DONLIN GOLD The Donlin Gold project is owned and operated by Donlin Gold, a limited liability company in which wholly-owned subsidiaries of NOVAGOLD and Barrick each own a 50%interest. Donlin Gold has a board of four representatives, with two representatives selected by Barrick and two representatives selected by the Company. All significant decisions relatedto Donlin Gold require the approval of at least a majority of the Donlin Gold board. 61NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) Changes in the Company’s Investment in Donlin Gold are summarized as follows: Years ended November 30, 2023 2022 2021 Balance – beginning of period $3,848 $3,576 $2,614 Share of losses: Mineral property expenditures (17,918) (27,690) (16,286)Depreciation (571) (427) (300)Accretion (40) (46) (39) (18,529) (28,163) (16,625)Funding 17,752 28,435 17,587 Balance – end of period $3,071 $3,848 $3,576 The following amounts represent the Company’s 50% share of the assets and liabilities of Donlin Gold. Donlin Gold capitalized the initial contribution of the Donlin Goldproperty as Non-current assets: Mineral property with a carrying value of $64,000, resulting in a higher carrying value of the mineral property than that of the Company. As of November 30, 2023 2022 Current assets: Cash, prepaid expenses, and other receivables $3,410 $4,220 Non-current assets: Right-of-use assets, property and equipment 1,456 2,036 Non-current assets: Mineral property 32,615 32,615 Current liabilities: Accounts payable, accrued liabilities and lease obligations (1,669) (2,322)Non-current liabilities: Reclamation and lease obligations (741) (701)Net assets $35,071 $35,848 NOTE 6 – OTHER ASSETS As of November 30, 2023 2022 Other current assets: Accounts receivable $43 $301 Interest receivable 99 62 Receivable from Donlin Gold 203 574 Prepaid expenses 1,125 1,298 $1,470 $2,235 Other long-term assets: Marketable equity securities $2,102 $1,845 Right-of-use assets 757 939 Office equipment 141 19 $3,000 $2,803 NOTE 7 – PROMISSORY NOTE The Company has a promissory note payable to Barrick of $136,748, comprised of $51,576 in principal, and $85,172 in accrued interest at U.S. prime plus 2%. The averageeffective interest rate was 10.3%, 6.8%, and 5.3% in 2023, 2022 and 2021, respectively. The promissory note resulted from the agreement that led to the formation of Donlin Gold, where theCompany 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 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. The carrying value of thepromissory note approximates fair value. 62NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) Changes in the Company’s Promissory Note is summarized as follows: Years ended November 30, 2023 2022 2021 Balance – beginning of period $123,685 $115,723 $109,801 Interest expense on promissory note 13,063 7,962 5,922 Balance – end of period $136,748 $123,685 $115,723 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 subjectto 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 fiveyears. These optional periods have not been considered in the determination of ROU assets or lease liabilities associated with these leases as management did not consider it reasonablycertain it would exercise the options. Certain of our leases include payments that vary based on the Company’s level of usage and operations. These variable payments are not includedwithin 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 theConsolidated 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, 2023 2022 2021 Operating lease cost $232 $234 $235 Variable lease cost 121 126 122 Short-term lease cost 5 5 4 $358 $365 $361 Future minimum lease payments under non-cancellable operating leases as of November 30, 2023, were as follows: 2024 $234 2025 157 2026 154 2027 159 2028 164 Thereafter 56 Total future minimum lease payments 924 Less: imputed interest (123) $801 63NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) Other information regarding leases includes the following: Years ended November 30, 2023 2022 2021 Cash paid for operating leases $193 $238 $235 Variable lease cost 121 126 127 Short-term lease cost 5 5 5 $319 $369 $367 ROU assets obtained in exchange for lease liabilities $— $750 $— Weighted average: Remaining lease term (years) – operating leases 4.8 5.6 2.3 Discount rate – operating leases 5.9% 5.8% 5.0% NOTE 9 – OTHER LIABILITIES As of November 30, 2023 2022 Other current liabilities: Remediation liabilities $212 $1,156 Lease obligations 192 142 $404 $1,298 Other long-term liabilities: Remediation liabilities $250 $200 Lease obligations 609 802 $859 $1,002 NOTE 10 – SHARE CAPITAL Common shares The Company is authorized to issue 1,000,000,000 common shares without par value, of which 334,246,859 were issued and outstanding as of November 30, 2023, and 333,753,116were issued and outstanding as of November 30, 2022. Preferred shares Pursuant to the Company’s Notice of Articles filed under the Business Corporations Act (British Columbia), the Company is authorized to issue 10,000,000 preferred shareswithout par value. The authorized but unissued preferred shares may be issued in designated series from time to time by one or more resolutions adopted by the Directors. The Directorshave the authority to determine the preferences, limitations, and relative rights of each series of preferred shares. As of November 30, 2023 and 2022, no preferred shares were issued oroutstanding. NOTE 11 – 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 themeasurement. 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). 64NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) The Company’s financial instruments consist of cash and cash equivalents, term deposits, accounts receivable, receivable from Donlin Gold, accounts payable and accruedliabilities, 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 the terms for repayment fromfuture mine production or from any net proceeds resulting from a reduction of the Company’s interest in Donlin Gold. The fair values of the Company’s other financial instrumentsapproximate their carrying value due to the short‐term nature of their maturity. The Company’s financial instruments initially measured at fair value and then held at amortized cost includecash and cash equivalents, term deposits, accounts receivable, receivable from Donlin Gold, accounts payable and accrued liabilities, and promissory note. The Company’s marketableequity securities are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equitysecurities was $2,102 as of November 30, 2023 ($1,845 as of November 30, 2022), calculated as the quoted market price of the marketable equity security multiplied by the quantity ofshares held by the Company. NOTE 12 – GENERAL AND ADMINISTRATIVE Years ended November 30, 2023 2022 2021 Share-based compensation (Note 13) $8,731 $8,214 $8,235 Salaries and benefits 7,009 6,710 6,599 Office expense 3,302 2,992 2,544 Professional fees 1,647 1,177 1,849 Corporate communications and regulatory 1,084 1,009 976 Depreciation 10 7 7 $21,783 $20,109 $20,210 NOTE 13 – 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 consultantsand a DSU plan for non-executive directors of the Company. Options granted to purchase common shares have exercise prices not less than the fair market value of the underlying shareat the date of grant. As of November 30, 2023, 30,610,851 common shares were available for future share incentive plan awards under all three plans. The Company recognized share-based compensation expense (see Note 12 - General and administrative) as follows: Years ended November 30, 2023 2022 2021 Stock options $4,594 $4,642 $4,721 Performance share unit plan 3,910 3,345 3,278 Deferred share unit plan 227 227 236 $8,731 $8,214 $8,235 Stock options Stock options granted under the Company’s share-based incentive plans generally expire five years after the date of grant and vest in one-third annual increments beginning onthe first 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 pricingmodel 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 fromhistorical data on employee exercise and post-vesting employment termination experience. The expected volatility is based on the historical volatility of the Company’s shares at the dateof grant over the same length of term. These estimates involve inherent uncertainties and the application of management’s judgment. In addition, management estimates the expectedforfeiture rate and only recognizes expense for those options expected to vest. As a result, if other assumptions had been used, the recorded share-based compensation expense wouldhave been different from that reported. 65NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) A summary of stock options outstanding as of November 30, 2023, and activity during the year ended November 30, 2023 are as follows: Number of stockoptions Weighted-average exerciseprice per share Weighted-averageremainingcontractual term(years) Aggregateintrinsicvalue November 30, 2022 7,717,413 $6.18 Granted 2,291,800 5.71 Exercised (1,914,311) (3.73) Cancelled (488,702) (7.08) November 30, 2023 7,606,200 $6.59 2.38 $505 Vested and exercisable as of November 30, 2023 3,881,316 $6.75 1.28 $505 The following table summarizes other stock option-related information: Years ended November 30, 2023 2022 2021 Weighted-average assumptions used to value stock option awards: Expected volatility 48.4% 46.5% 47.2%Expected term of options (years) 4 4 4 Expected dividend rate — — — Risk-free interest rate 3.85% 1.13% 0.3%Expected forfeiture rate 2.8% 2.9% 3.0%Weighted-average grant-date fair value $2.40 $2.49 $3.63 Intrinsic value of options exercised $2,339 $5,723 $12,543 Cash received from options exercised $— $— $— As of November 30, 2023, the Company had $2,721 of unrecognized compensation cost related to 3,724,884 non-vested stock options expected to be expensed and vest over aperiod of approximately two years. Performance share units The Company has a PSU plan that provides for the issuance of PSUs in amounts as approved by the Company’s Compensation Committee. Each PSU award entitles theparticipant to receive one common share of the Company at the end of a specified period. The Compensation Committee may adjust the number of common shares for the achievement ofcertain performance and vesting criteria established at the time of grant. The actual performance against each of these criteria generates a multiplier that varies from 0% to 150%. Thus, thecommon shares that may be issued vary between 0% and 150% of the number of PSUs granted, as reduced by the amounts for participants no longer with the Company on the vestingdate. The value of each PSU granted is estimated at the grant date using a Monte Carlo simulation model. The Monte Carlo simulation model requires the input of subjectiveassumptions, including the share price volatility of the Company’s stock, as well as comparator index and the correlation of returns between the comparator index and the Company.Expected volatility is based on the historical volatility of the Company’s shares and the comparator index at the grant date. These estimates involve inherent uncertainties and theapplication of management’s judgment. As a result, if other assumptions had been used, our recorded share-based compensation expense would have been different from that reported. 66NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) A summary of PSU awards outstanding and activity during the year ended November 30, 2023 are as follows: Number of PSU awards Weighted- averagegrant day fair value peraward Aggregateintrinsicvalue November 30, 2022 1,257,200 $7.65 Granted 605,500 5.77 Retention awards granted 181,700 5.64 Expired (438,900) (6.96) November 30, 2023 1,605,500 $6.89 $760 As of November 30, 2023, the Company had 1,605,500 non-vested PSU awards outstanding of which 319,300 were fully expensed and subsequently expired with no value. Theremaining 1,286,200 non-vested PSU awards with $3,771 of unrecognized compensation cost will be expensed over a period of approximately two years. On December 15, 2022, 181,700PSUs were granted to the Company’s executive officers as a retention incentive and will fully vest if their employment continues through June 30, 2024. The following table summarizes other PSU-related information: Years ended November 30, 2023 2022 2021 Performance multiplier on PSUs vested —% 93% 150%Common shares issued — 430,045 574,379 Total fair value of common shares issued $— $2,903 $5,723 Withholding tax paid on PSUs vested $— $2,122 $731 Deferred share units The Company has a DSU plan that provides for the issuance of DSUs in amounts where the Directors receive half of their annual retainer in DSUs and have the option to elect toreceive all or a portion of the other half of their annual retainer in DSUs. Each DSU entitles the Directors to receive one common share or the market value thereof in cash, at theCompany’s option, when they retire from the Company. The Company granted 43,658, 38,470, and 25,957 DSUs to Directors with a weighted-average grant day fair value of $5.04, $5.74,and $8.86 per DSU during 2023, 2022, and 2021, respectively. The Company issued 48,446, 52,930, and nil common shares under the DSU plan in 2023, 2022, and 2021, respectively. As ofNovember 30, 2023, there were 287,072 DSUs outstanding. NOTE 14– OTHER INCOME (EXPENSE), NET Years ended November 30, 2023 2022 2021 Gain on sale of mineral property $556 $— $200 Change in fair market value of marketable securities 269 189 418 Foreign exchange gain (loss) (43) 595 (336) $782 $784 $282 67NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) NOTE 15 – INCOME TAXES The Company’s statutory tax rate is 27% and is expected to remain at this amount until 2024. The Company’s Income tax expense (recovery) consisted of: Years ended November 30, 2023 2022 2021 Current: Canada $— $— $110 Foreign 39 (33) 27 39 (33) $137 Deferred: Canada — — — Foreign — — — — — — Income tax (recovery) expense $39 $(33) $137 The Company’s Loss before income taxes consisted of: Years ended November 30, 2023 2022 2021 Canada $(18,213) $(17,062) $(17,723)Foreign (28,551) (36,314) (22,676) $(46,764) $(53,376) $(40,399) The Company’s 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, 2023 2022 2021 Loss before income taxes $(46,764) $(53,376) $(40,399) Combined federal and provincial statutory tax rate 27.0% (12,626) 27.0% (14,412) 27.0% (10,908)Reconciling items: Non-deductible expenditures -5.9% 2,767 -4.5% 2,411 -6.1% 2,483 Foreign accrual property income -3.6% 1,682 -1.2% 666 -1.9% 771 Effect of different statutory tax rates on earningsor losses of subsidiaries 0.9% (407) 1.0% (518) 0.8% (323)Change in valuation allowance on deferred taxassets -18.5% 8,623 -22.3% 11,852 -20.1% 8,115 Other — — 0.1% (32) — (1)Income tax (recovery) expense -0.1% $39 0.1% $(33) -0.3% $137 68NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) Components of the Company’s deferred income tax assets (liabilities) are as follows: As of November 30, 2023 2022 Deferred tax income assets: Net operating loss carry forwards $193,508 $188,783 Capital loss carry forwards 47,995 48,264 Mineral properties 624 628 Intangible assets 462 465 Property and equipment 184 198 Investment in affiliates 47,522 44,713 Unpaid interest expense 2,105 2,105 Unrealized loss on investments 196 233 Asset retirement obligation 131 386 Other 1,129 1,068 293,856 286,843 Valuation allowances (293,536) (285,611) 320 1,232 Deferred income tax liabilities: Notes receivable — (942)Capitalized assets and other (320) (290) (320) (1,232)Net deferred income tax assets (liabilities) $— $— Net operating losses available to offset future taxable income are as follows: Year of Expiry U.S. Canada 2024 $1,032 $— 2025 1,246 — 2026 13,382 17,795 2027 18,493 1,777 2028 85 — 2029 11,223 11,515 2030 10,916 15,322 2031 16,580 15,249 2032 309,772 18,610 2033 14,529 14,044 2034 15,607 10,104 2035 16,383 9,227 2036 14,764 9,080 2037 14,111 6,037 2038 — 6,153 2039 — 5,578 2040 — 6,642 2041 — — 2042 — 6,854 2043 — 4,153 Indefinite 72,413 — $530,536 $158,140 69NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) U.S. net operating losses arising in tax years ending after December 31, 2017 can be carried over to each taxable year following the tax year of loss (indefinitely). The Companyhas capital loss carry-forwards of approximately $355,516 as of November 30, 2023 (November 30, 2022: $357,511) for Canadian tax purposes. These tax losses are carried forwardindefinitely. Future use of U.S. loss carry-forwards is subject to certain limitations under provisions of the Internal Revenue Code including limitations subject to Section 382, which relatesto a 50% change in control over a three-year period and are further dependent upon the Company attaining profitable operations. Ownership changes occurred on January 22, 2009 andon December 31, 2012 and the U.S. tax losses related to NOVAGOLD Resources Alaska Inc. and its investment in Donlin Gold for the prior three-year periods prior to the change in controlmay be subject to limitation under Section 382. Accordingly, the Company’s ability to use these losses may be limited or they may expire un-utilized. Losses incurred to date may befurther limited if a subsequent change in control occurs. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax asset.Significant pieces of objective negative evidence evaluated included the cumulative loss incurred as of November 30, 2023. Such objective evidence limits the ability to consider othersubjective evidence such as management’s projections for future growth. On the basis of this evaluation, as of November 30, 2023, a valuation allowance of $293,536 (November 30, 2022:$285,611), has been recorded in order to measure only the portion of the deferred tax asset that more likely than not will be realized. The amount of the deferred tax asset consideredrealizable; however, could be adjusted if estimates of future taxable income during the carry forward period are reduced or if objective negative evidence in the form of cumulative lossesis no longer present and additional weight may be given to subjective evidence such as management’s projections for growth. Uncertain tax position There were no uncertain tax positions as of November 30, 2023, 2022 and 2021. The Company recognizes any interest and penalties related to uncertain tax positions, if any, asincome tax expense. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. As of November 30, 2023, 2022 and 2021, there wereno accrued interest and penalties related to uncertain tax positions. The Company is subject to income taxes in Canada and the United States. With few exceptions, the tax years thatremain subject to examination as of November 30, 2023, are 2018 to 2023 in Canada and 2019 to 2023 in the United States. NOTE 16 – RELATED PARTY TRANSACTIONS The Company provided management and administrative services to Donlin Gold for $990 in 2023 ($681 in 2022 and $nil in 2021). As of November 30, 2023, the Company hasaccounts receivable from Donlin Gold of $203 (November 30, 2020: $574) included in Other current assets. NOTE 17 – NET CHANGE IN OPERATING ASSETS AND LIABILITIES Years ended November 30, 2023 2022 2021 Changes in operating assets and liabilities: Other assets $694 $(1,962) $1,605 Accounts payable and accrued liabilities (62) 128 (240)Accrued payroll and related benefits 268 (92) 419 Remediation liability (1,435) (130) — $(535) $(2,056) $1,784 70NOVAGOLD RESOURCES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(US dollars in thousands, except per share) NOTE 18 – SUPPLEMENTAL CASH FLOW INFORMATION Years ended November 30, 2023 2022 2021 Interest and dividends received $5,754 $1,684 $1,024 Income taxes refunded $325 $17 $— Income taxes paid $75 $— $142 71NOVAGOLD RESOURCES INC. Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A.Controls and Procedures An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of theeffectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Reporton Form 10-K. Based on the foregoing, our management concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us inreports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and such informationis accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. There was no change in our internal control over financial reporting that occurred during the year ended November 30, 2023 that has materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting. REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is aprocess to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance withaccounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflectour transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receiptsand expenditures of our assets are made in accordance with management’s authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of ourassets that could have a material effect on the financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financialreporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Management conducted its evaluation of the effectiveness of our internal controls over financial reporting based on criteria established in Internal Control-IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control overfinancial reporting was effective as of November 30, 2023. The effectiveness of our assessment of internal control over financial reporting as of November 30, 2023 has been audited by PricewaterhouseCoopers LLP, an independentregistered public accounting firm, as stated in their report which appears herein. Item 9B.Other Information None. 72NOVAGOLD RESOURCES INC. PART III Item 10.Directors, Executive Officers and Corporate Governance The information in our definitive Proxy Statement, filed pursuant to Regulation 14A promulgated under the Exchange Act for the 2023 Annual Meeting of Shareholders (the“2024 Proxy Statement”) regarding directors and executive officers and Section 16 reporting information appearing under the headings “Election of Directors” “Information ConcerningThe Board Of Directors And Executive Officers” and “Security Ownership Of Certain Beneficial Owners And Management And Related Shareholder Matters.” is incorporated byreference in this section. Finally, the information in our 2024 Proxy Statement regarding the Audit Committee under the heading “Statement of Corporate Governance Practices” isincorporated herein by reference. We have adopted a Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Corporate Controller or persons performingsimilar functions. This Code of Business Conduct and Ethics is posted on our website (www.novagold.com). We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-Kregarding an amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principalaccounting officer or controller, or persons performing similar functions, by posting such information on our website, at the address specified above. Our Code of Business Conduct and Ethics, and charters for each Committee of our Board are also available on our website. The Code of Business Conduct and Ethics andcharters are also available in print to any shareholder who submits a request to: Corporate Secretary, NOVAGOLD RESOURCES INC., 201 South Main Street, Suite 400, Salt Lake City, UT,USA 84111. Information on our website is not deemed to be incorporated by reference into this Annual Report on Form 10-K. Item 11.Executive Compensation The information appearing in our 2024 Proxy Statement under the headings. “Compensation Committee Interlocks and Insider Participation”, “Compensation Discussion &Analysis”, “Tabular Disclosure of Executive Compensation”, “Non-Executive Director Compensation” and “Compensation Committee Report” is incorporated by reference in this section. Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information appearing in our 2024 Proxy Statement under the heading “Security Ownership Of Certain Beneficial Owners And Management And Related ShareholderMatters” is incorporated herein by reference. Equity Compensation Plan Information as of November 30, 2023 Plan Category Number of securities tobe issued upon exerciseof options, warrantsand rights(a) Weighted averageexercise price ofoutstanding options,warrants and rights(b) Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflectedin column (a))(c) Equity compensation plans approved by security holders Stock Award Plan 7,606,200(1) C$8.81/$6.(2) 19,133,549(3)PSU 1,605,500(4) n/a 8,421,906(5)DSU 287,072(6) n/a 3,055,397(7)Equity compensation plans not approved by security holders — — — Total 9,498,772 30,610,852 73NOVAGOLD RESOURCES INC. (1)The options issued and outstanding represent approximately 2.28% of the Company’s Common Shares issued and outstanding as of November 30, 2023. (2)Of the 7,606,200 options issued and outstanding, 884,400 have a weighted average exercise price of C$8.81 and 6,721,800 have a weighted average exercise price of $6.60. (3)The number of options available for future issuance is a number equal to eight percent of the issued and outstanding Common Shares from time to time, less the number ofoutstanding options. The 19,133,549 options available for future issuance represent 5.72% of the Company’s issued and outstanding Common Shares as of November 30, 2023. (4)Assumes vesting at 100% of PSU grant amount. PSUs can vest anywhere from 0% to 150% of the PSU grant amount depending upon performance against establishedquantitative performance criteria. The PSUs issued and outstanding represent approximately 0.48% of the Company’s Common Shares issued and outstanding as of November30, 2023. (5)The number of PSUs available for future issuance is a number equal to three percent of the issued and outstanding Common Shares from time to time, less the number ofoutstanding PSUs. The 8,421,906 PSUs available for future issuance represent 2.52% of the Company’s issued and outstanding Common Shares as of November 30, 2023. (6)The DSUs issued and outstanding represent approximately 0.09% of the Company’s Common Shares issued and outstanding as of November 30, 2023. (7)The number of DSUs available for future issuance is a number equal to one percent of the issued and outstanding Common Shares from time to time, less the number ofoutstanding DSUs. The 3,055,397 DSUs available for future issuance represent 0.91% of the Company’s issued and outstanding Common Shares as of November 30, 2023. Item 13.Certain Relationships and Related Transactions, and Director Independence The information appearing in our 2024 Proxy Statement under the heading “Interest Of Informed Persons In Material Transactions”, “Board of Directors” under the heading“Statement of Corporate Governance Practices” is incorporated herein by reference. Item 14.Principal Accountant Fees and Services The information appearing in our 2024 Proxy Statement regarding Audit Fees, Audit-Related Fees, Tax Fees, All Other Fees and Audit Committee Pre-Approval Policies under thesubheading “Appointment of Auditors” is incorporated herein by reference. 74NOVAGOLD RESOURCES INC. PART IV Item 15.Exhibits and Financial Statement Schedules (a)(1) Financial Statements PageReports of Independent Registered Public Accounting Firm (PCAOB ID 271)53Consolidated Balance Sheets55Consolidated Statements of Loss and Comprehensive Loss56Consolidated Statements of Cash Flows57Consolidated Statements of Equity58Notes to Consolidated Financial Statements59 (a)(2) Financial Statement Schedules Schedule A – The Financial Statements of Donlin Gold LLC as of November 30, 2023 and 2022 and for the years ended November 30, 2023, 2022 and 2021. 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 ConsolidatedFinancial Statements or Notes thereto. See 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 inexhibit list below. Employment Agreement between NOVAGOLD USA, Inc. and David Ottewell, dated September 10, 2012, 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 ExhibitNo. 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) 75NOVAGOLD RESOURCES INC. 3.4 Amended and Restated Articles of NOVAGOLD RESOURCES INC. dated May 12,2021 (incorporated by reference to Appendix A to Registrant’s definitiveproxy statement filed with the Securities and Exchange Commission on March 25, 2021)4.1 Description of Common Shares10.1 Amendment dated January 13, 2010 to Limited Liability Company Agreement dated December 1, 2007 between Donlin Gold LLC, Barrick Gold U.S. Inc. andNOVAGOLD Resources Alaska, Inc. (incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report on Form 10-K for the year ended November30, 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 andExchange 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 theyear 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 proxystatement, 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’sdefinitive 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’sAnnual 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 andExchange 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. andNOVAGOLD Resources Alaska, Inc. (incorporated by reference to Exhibit 10.18 to Registrant’s Annual Report on Form 10-K for the year ended November30, 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. andNOVAGOLD Resources Alaska, Inc. (incorporated by reference to Exhibit 10.19 to Registrant’s Annual Report on Form 10-K for the year ended November30, 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 Securitiesand 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 FNHoldings 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)19.1 Registrant’s Insider Trading Policy adopted January 29, 2014, and amended May 18, 2023 76NOVAGOLD RESOURCES INC. 21.1 Subsidiaries of the registrant23.1 Consent of PricewaterhouseCoopers LLP23.2 Consent of Wood Canada Limited23.3 Consent of Paul Chilson31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 200296.1 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 onForm 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, 2023101 The following materials are filed herewith: (i) Inline XBRL Instance, (ii) Inline XBRL Taxonomy Extension Schema, (iii) Inline XBRL Taxonomy ExtensionCalculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) Inline XBRL Taxonomy Extension Definition.104 Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embeddedwithin the Inline XBRL document.* Confidential treatment has been granted for certain portions of this Exhibit pursuant to Rule 24b-2 of the Exchange Act, which portions have been omittedand filed separately with the SEC Item 16.Form 10-K Summary None 77NOVAGOLD RESOURCES INC. 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 theundersigned, thereunto duly authorized. NOVAGOLD RESOURCES INC. By: /s/ Gregory A. Lang Name: Gregory A. LangTitle: President and Chief Executive Officer Date: January 24, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacitiesand on the dates indicated: Signature TitleDate /s/ Gregory A. Lang President, Chief Executive Officer and Director (Principal Executive Officer)January 24, 2024 /s/ David A. Ottewell Vice President and Chief Financial Officer (Principal Financial Officer and PrincipalAccounting Officer)January 24, 2024 /s/ Thomas S. Kaplan Board ChairJanuary 24, 2024 /s/ Elaine Dorward-King DirectorJanuary 24, 2024 /s/ Diane Garrett DirectorJanuary 24, 2024 /s/ Hume Kyle DirectorJanuary 24, 2024 /s/ Kalidas Madhavpeddi DirectorJanuary 24, 2024 /s/ Kevin McArthur DirectorJanuary 24, 2024 /s/ Daniel Muñiz Quintanilla DirectorJanuary 24, 2024 /s/ Ethan Schutt DirectorJanuary 24, 2024 /s/ Anthony P. Walsh DirectorJanuary 24, 2024 /s/ Dawn Whittaker DirectorJanuary 24, 2024 78 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, 2023 and November 30, 2022, andthe related statements of loss and comprehensive loss, of cash flows and of equity for each of the three years in the period ended November 30, 2023, 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, 2023 and November 30, 2022, andthe results of its operations and its cash flows for each of the three years in the period ended November 30, 2023 in accordance with accounting principles generally accepted in theUnited 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 furtherdescribed 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 otherethical 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 toprovide 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 ofAmerica, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from materialmisstatement, 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 theCompany’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 anauditors’ 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 inaccordance 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 resultingfrom error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is asubstantial 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 tothose 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 ofexpressing 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 overallpresentation 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 agoing 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 certaininternal control-related matters that we identified during the audit. /s/ PricewaterhouseCoopers LLP Chartered Professional Accountants Vancouver, CanadaJanuary 19, 2024 A-2 DONLIN GOLD LLCBALANCE SHEETS(U.S. dollars in thousands) At November 30, 2023 2022 ASSETS Cash $5,907 $7,535 Inventory 244 332 Accounts receivable 285 193 Prepaid expenses 385 381 Current assets 6,821 8,441 Right of use assets (note 3) - 75 Plant and equipment (note 4) 2,910 3,996 Mineral property (note 5) 65,230 65,230 Total assets $74,961 $77,742 LIABILITIES Accounts payable and accrued liabilities $2,620 $3,786 Lease obligations (note 3) - 81 Due to related parties (note 6) 716 776 Current liabilities 3,336 4,643 Reclamation and remediation (note 7) 1,482 1,403 Total liabilities 4,818 6,046 Commitments and contingencies (notes 3 and 8) EQUITY Partners’ contributions 573,104 537,600 Accumulated deficit (502,961) (465,904)Total equity 70,143 71,696 Total liabilities and equity $74,961 $77,742 The accompanying notes are an integral part of these financial statements. A-3 DONLIN GOLD LLCSTATEMENTS OF LOSS AND COMPREHENSIVE LOSS(U.S. dollars in thousands) Years ended November 30, 2023 2022 2021 Operating expenses: Drilling, studies and engineering $20,576 $37,914 $18,791 General and administrative 5,498 5,976 4,391 Permitting and environmental 3,470 4,816 4,120 Mineral property leases 3,234 3,605 3,191 Community relations 3,057 3,066 2,080 Depreciation 1,143 856 600 Accretion 79 93 80 37,057 56,326 33,253 Loss from operations $(37,057) $(56,326) $(33,253) The accompanying notes are an integral part of these financial statements. A-4 DONLIN GOLD LLCSTATEMENTS OF CASH FLOWS(U.S. dollars in thousands) Years ended November 30, 2023 2022 2021 Operating activities: Net loss $(37,057) $(56,326) $(33,253)Adjustments: Depreciation 1,143 856 600 Other adjustments (Accretion and leases) 73 75 73 Changes in operating assets and liabilities: Prepaid expenses (4) 51 132 Inventory 88 (30) (256)Accounts receivable (92) (51) (117)Accounts payable and accrued liabilities (1,225) 1,481 591 Net cash used in operations (37,074) (53,944) (32,230) Investing activities: Capital expenditures - plant and equipment (58) (2,145) (862)Net cash used in investing activities (58) (2,145) (862) Financing activities: Partners’ contributions 35,504 56,870 35,174 Net cash provided from financing activities 35,504 56,870 35,174 Increase/(Decrease) in cash during the year (1,628) 781 2,082 Cash at beginning of year 7,535 6,754 4,672 Cash at end of year $5,907 $7,535 $6,754 The accompanying notes are an integral part of these financial statements. A-5 DONLIN GOLD LLCSTATEMENTS OF EQUITY(U.S. dollars in thousands) Barrickcontributions NOVAGOLDcontributions Accumulateddeficit Totalequity December 1, 2020 $222,778 $222,778 $(376,325) $69,231 Partners’ cash contribution 17,587 17,587 — 35,174 Net loss — — (33,253) (33,253)November 30, 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 The accompanying notes are an integral part of these financial statements. A-6 DONLIN GOLD LLCNOTES TO FINANCIAL STATEMENTS(U.S. dollars in thousands) 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 twonominees selected by each company. All significant decisions related to Donlin Gold LLC require the approval of both companies. The Company currently depends on Barrick andNOVAGOLD for all of its funding and has received commitments from its shareholders that they will fund the Company for the next twelve months. These financial statements have beenprepared 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, awholly 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 ofEngineers (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 ajoint 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 beenissued, including the approval of the Donlin Gold Reclamation and Closure Plan, Waste Management Permit, Water Discharge Permit, Permit to Appropriate Water, Title 16 Fish HabitatPermits for the mine area and right of way agreements with the State and BLM. At the end of 2023, four appeals remained active in both the State of Alaska and U.S. Federal courtsconcerning permits granted for the project. These include: the appeal of the Alaska Department of Environmental Conservation (ADEC) Clean Water Act Section 401 Certificate ofReasonable 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 concerningthe 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 relateddisclosure 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 moresignificant areas requiring the use of management estimates and assumptions relate to environmental, reclamation and closure obligations. The Company bases its estimates on historicalexperience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results will differ from amounts estimated in these financialstatements. 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 lessaccumulated 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; andLeasehold improvements – straight-line over the lease term. Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. A-7 DONLIN GOLD LLCNOTES TO FINANCIAL STATEMENTS(U.S. dollars in thousands) Leases The Company reviews all contracts and determines if the arrangement represents or contains a lease, at inception. Operating leases are included in Right of use assets and Leaseobligations (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 paymentsarising 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. TheCompany uses its estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. Theoperating 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 optionsto 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 basisover 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 beenestablished 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 theproperty prior to the start of mining operations are capitalized. Capitalized costs will be amortized following commencement of commercial production using the unit of production methodover 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. Theliability 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 theCompany 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 ownersas 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 orassets 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 assetexceeds 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’sestimates 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 thedetermination 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 DONLIN GOLD LLCNOTES TO FINANCIAL STATEMENTS(U.S. dollars in thousands) Cash and cash equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less which are considered to be cash equivalents. The fair value ofthe 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 without specified terms of repayment. NOTE 3 – LEASES The Company leases office space under a non-cancelable operating lease with an original lease term of 3.25 years. The lease requires monthly lease payments that are subject to annualincreases throughout the lease term. The lease also includes a renewal option at the election of the Company to renew or extend the lease for an additional four years. The optionalperiods have not been considered in the determination of ROU assets or lease liabilities associated with the lease as management did not consider it reasonably certain it would exercisethe option. The Company also leases land, however, since the non-cancelable lease terms do not exceed 12 months, these are quantified below as short-term leases and are not recordedin the Balance Sheets. The Company performed evaluations of its contracts and determined its identified leases are operating leases and short-term leases. No variable leases with non-cancelable terms greaterthan one month were identified. Operating lease expenses are included on the Statement of Loss in General and administrative expense and Mineral property leases and include the following components for the yearended November 30, 2022: Operating lease cost $75 Variable lease cost — Short-term lease cost 671 $746 There are no future minimum lease payments under non-cancellable operating leases as of November 30, 2023. Other information regarding leases for the year ended November 30, 2023 includes the following: Cash paid for operating leases $87 Right-of-use assets obtained in exchange for lease liabilities $— Weighted average remaining lease term (years) – operating leases — NOTE 4 – PLANT AND EQUIPMENT At November 30, 2023 2022 Plant and equipment $8,296 $8,239 Accumulated depreciation (5,386) (4,243) $2,910 $3,996 A-9 DONLIN GOLD LLCNOTES TO FINANCIAL STATEMENTS(U.S. dollars in thousands) NOTE 5 – MINERAL PROPERTY At November 30, 2023 2022 Acquisition cost $64,000 $64,000 Asset retirement cost 1,230 1,230 $65,230 $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. Theproperty is under lease for subsurface mineral rights from Calista Corporation and surface land rights from The Kuskokwim Corporation, two Alaska Native corporations. The mineralproperty 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 mineralproperty contributed was recorded based on the predecessor accounting values of Barrick and NOVAGOLD. As such, mineral property includes the historic acquisition cost as thepartners’ initial contribution to the Company. NOTE 6 – RELATED PARTY TRANSACTIONS The Company received management and administrative services from Barrick for $332 in 2023, $1,288 in 2022, and $774 in 2021, and received from NOVAGOLD management andadministrative services for 923 in 2023, $681 in 2022 and $nil in 2021. Both Barrick and NOVAGOLD amounts are included in General and Administrative, and drilling, studies andengineering expense. The Company has accounts payable to Barrick at November 30, 2023 of $474 (2021: $425) for reimbursement of management and administrative services and to NOVAGOLD an of $243(2022: $574) 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 cannotbe predicted with certainty, the estimated discounted cash flows required to settle the Company’s obligations for work undertaken at the site to date is $1,482. At November 30, 2023 2022 Reclamation and Remediation 1,403 1,310 Accretion 79 93 $1,482 $1,403 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 thecurrently projected Donlin Gold mine life, with provisions for a further extension, should production continue beyond that. Future minimum annual mineral property lease payments are$2,548 in 2024, $3,548 in 2025, $3,548 in 2026, $3,548 in 2027, and $3,548 in 2028 totaling $16,740. A-10 Exhibit 4.1 DESCRIPTION OF COMMON SHARES The common shares of NOVAGOLD RESOURCES INC. (the “Common Shares”) are its only class of securities registered under Section 12 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”). The following description of our Common Shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Notice of Articles andAmended and Restated Articles which are attached as exhibits to the Annual Report on Form 10-K. We are incorporated in the Province of British Columbia, Canada and are subject tothe Business Corporations Act (British Columbia). The Company is authorized to issue 1,000,000,000 Common Shares without par value. Holders of Common Shares are entitled to receive notice of and to attend any meetings of shareholders of the Company and at any meetings of shareholders to cast one vote for eachCommon Share held. Holders of Common Shares do not have cumulative voting rights. A simple majority of votes cast on a resolution is required to pass an ordinary resolution; however,if the resolution is a special resolution two-thirds of the votes cast on the special resolution are required to pass it. Holders of Common Shares are entitled to receive dividends as andwhen declared by the board of directors of the Company at its discretion from funds legally available therefor and to receive a pro rata share of the assets of the Company available fordistribution to the shareholders in the event of the liquidation, dissolution or winding-up of the Company after payment of debts and other liabilities, in each case subject to the rights,privileges, restrictions and conditions attached to any other series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of Common Shares with respect todividends or liquidation. There are no pre-emptive, subscription, conversion or redemption rights attached to the Common Shares nor do they contain any sinking or purchase fundprovisions. For a discussion of certain tax matters, see “Certain Canadian Federal Income Tax Considerations for U.S. Residents” and “Certain United States Federal Income TaxConsiderations for U.S. Holders” in the Form 10-K under Part II. Item 5. Market For Registrant’s Common Equity, Related Shareholder Matters And Issuer Purchases Of Equity Securities. Exhibit 19.1 NOVAGOLD RESOURCES INC.(the “Company”) INSIDER TRADING POLICY PURPOSE The Company is a publicly traded company listed on the Toronto Stock Exchange (the “TSX”) and the NYSE American (the “NYSE”), and together with the TSX, the “Exchanges”). Assuch, trades in the Company’s securities are subject to Canadian and U.S. securities laws, rules and regulations, as well as the rules and regulations of the Exchanges (collectively,“securities laws”). Securities laws generally prohibit trading or dealing in the securities of a company on the basis of material non-public information. Anyone violating these laws issubject to personal liability and could face criminal and civil penalties, fines, or imprisonment as well as causing significant damage to the Company’s reputation. The purpose of this Policy is to assist Company Personnel (as defined below) in complying with their obligations. This Policy does not replace your responsibility to understand andcomply with the securities laws, including the legal prohibitions on insider trading and, if applicable, your obligation for insider reporting. Trading in securities of the Company, including without limitation the purchase and sale of common shares and the exercise of stock options, by Company Personnel, must also avoid theappearance of impropriety, as well as remain in full compliance with securities laws. Accordingly, you must exercise good judgment when engaging in securities transactions and whenrelaying to others information obtained as a result of your employment with or other relationship to the Company. If you have any doubt whether a particular situation requires refrainingfrom effecting a transaction in the Company’s securities or sharing information with others, such doubt should be resolved against taking such action. COMPANY PERSONNEL The following persons are required to observe and comply with this Policy: (a)all directors, officers and employees of the Company or its subsidiaries; (b)any other person retained by or engaged by or on behalf of the Company or any of its subsidiaries (such as a consultant, independent contractor, adviser, or other service provider); (c)any family member, spouse or other person living in the household or a dependent child of any of the individuals referred to in Sections (a) and (b) above; and (d)partnerships, trusts, corporations, R.R.S.P.’s and other entities over which any of the above-mentioned individuals exercise control or direction. ________________________1 “Securities” includes common shares and any other security that the Company may issue including preferred shares, options, debentures, warrants, puts, calls and other derivativeinstruments with respect to such securities and any other securities that are convertible or exchangeable into such securities. For the purposes of this Policy, the persons listed above are collectively referred to as “Company Personnel”. Sections (c) and (d) should be carefully reviewed by Company Personnel;those sections have the effect of making various family members or holding companies or trusts of the persons referred to in Sections (a) and (b) subject to the Policy. MATERIAL NON-PUBLIC INFORMATION “Material non-public information” is information that: (i)could reasonably be expected to have a significant effect on the market price or value of the Company’s securities; or (ii)a reasonable investor would consider to be important in making an investment decision regarding the purchase or sale of the securities of the Company; and that has not been previously disclosed or published by means of a broadly disseminated news release or securities filing with a reasonable amount of time having been given forinvestors to analyze the information. Examples of material undisclosed information include but are not limited to: financial performance and significant changes in financial performance; projections and strategic plans; majorcorporate acquisitions and dispositions; significant changes to major assets and operations; changes in ownership of the Company’s securities that may affect the control of theCompany; significant changes in senior management or to the Board of Directors; significant litigation; changes in corporate structure, such as reorganizations; changes in capitalstructure; significant new debt or material events of default; public or private sale of additional securities; entering into or loss of significant contracts; major labour disputes or disputeswith major contractors, customers or suppliers; takeover bids and issuer bids; and any decision to implement such a change by the Company’s Board of Directors or by seniormanagement who believe that confirmation of the decision by the Company’s Board of Directors is probable. If you have any doubt whether certain information is “material,” you should not trade or communicate such information. Information is “non-public” until it has been made available toinvestors generally, such as in publicly available reports filed with the applicable stock exchange or securities commission or in press releases issued by a company. In general,information may be presumed to have been available to investors two business days after the formal release of such information. PROHIBITED AND RESTRICTED ACTIVITIES Insider Trading: You must not engage in transactions in any securities, whether of the Company or of any other public companies, while in possession of material, non-publicinformation regarding such securities, (“insider trading”). Under this Policy, “trading” includes any sale or purchase of securities of the Company, including but not limited to: (a) buying or selling puts or calls or other derivative securities on theCompany's securities; (b) the exercise of stock options granted under the Company’s stock option plan; and (c) the acquisition of shares or any other securities pursuant to anyCompany benefit plan or arrangement. Notwithstanding item (c) above, regular, ongoing purchases of Company stock under the Company’s Employee Stock Purchase Plan (the “ESPP”),or in accordance with a previously approved structured trading plan are exempt from the foregoing prohibition; however, starting, stopping, or making changes to your level ofparticipation in the ESPP, or making changes to your Pre-Approved Trading Plan (defined below), is prohibited during any period of time you are in possession of material, non-publicinformation about the Company. 2 Tipping: You must not disclose material, non-public or other confidential information relating to the Company or other companies, when obtained in the course of service to theCompany, to anyone, inside or outside of the Company (including family members) (“tipping”), except on a strict need-to-know basis as is necessary in the course of the Company’sbusiness and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient. You must treat all informationconcerning the Company as confidential and proprietary to the Company. Any uncertainty concerning the disclosure of any such information to other persons in the course of theCompany’s business should be immediately brought to the attention of the General Counsel or Chief Financial Officer for resolution. You must also refrain from recommending orsuggesting that any person engage in transactions in securities, whether of the Company or any other company, while in possession of material, non-public information about thosesecurities or that company. Both the person who provides the information and the person who receives the information are liable under securities laws if the person who receives theinformation trades in securities based on the provided non-public information. Trading During Blackouts: You must not, directly or indirectly, trade in securities of the Company during any Blackout Period (as described below). Hedging Transactions: You must not engage in hedging transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allowan employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow youto continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, you may no longer have the same objectives as the Company’s othershareholders. Therefore, you are prohibited by this Policy from engaging in any such hedging transactions. Margin Accounts and Pledges: You must not hold securities of the Company in a margin account or pledge Company securities as collateral. Securities held in a margin account may besold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold inforeclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise isnot permitted to trade in Company securities, you are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. Pre-Clearance: “Insiders” for U.S. reporting purposes (as such term is defined below under the heading “Insider Reporting Obligations – U.S. Reporting Obligations – Who is anInsider”) must not, directly or indirectly, trade in securities of the Company in Canada or the United States except in accordance with the pre-clearance procedures (as described below). 3 Additional Trading Restrictions for Persons Deemed “Insiders” under U.S. Securities Laws: U.S. securities laws prohibit “Insiders” (as such term is defined below under the heading“Insider Reporting Obligations – U.S. Reporting Obligations – Who is an Insider”) from effecting “short sales” or “sales against the box” in equity securities of the Company. A “shortsale” is the sale of securities that you do not own and where delivery is made with borrowed securities or securities subsequently purchased. If you are deemed an insider for U.S.securities law purposes, it is unlawful for you to sell Company securities you do not own, and the acquisition of a put or the issuance of a call for Company stock may result in a violationof the short sale prohibition. A “sale against the box” is the sale of securities you own but which you do not promptly deliver after the sale. It is unlawful for you to sell equity securitiesof the Company if the certificate representing the securities is not delivered within 20 days after the sale or deposited in the mail or other usual means of delivery within five days after thesale. U.S. securities laws additionally prohibit Insiders from realizing any “short-swing profit” in securities of the Company. Any profit realized by you on a purchase and sale or sale andpurchase of the Company’s equity securities within any six-month period belongs to and is recoverable by the Company. For purposes of this rule, equity securities include commonstock, preferred stock and related derivative securities (e.g., options, warrants, convertible securities, puts, calls, stock appreciation rights (“SARs”), phantom stock units, equity swapsand other rights). Company securities acquired through stock option exercises, the vesting of PSUs or DSUs, since they are approved by the Company’s Board, do not count aspurchases or acquisitions for purposes of determining “short-swing profit”. However, the sale of any of the securities in the open market (e.g., a cashless option exercise, or a sale tocover taxes) do count as a sale for purposes of determining “short-swing profit”. BLACKOUT PERIODS The Company reserves the right to restrict trading by directors, officers, employees and agents in securities of the Company. Such restriction is generally referred to as a “BlackoutPeriod” and is in place when there is, or is potential for, a significant event pending or there is information available but not yet disclosed. The “Blackout Period” is: (a)for quarterly financial results, the period beginning at the end of the trading day that is three (3) weeks after the end of the quarter and ending at the end of the first trading day afterthe financial results are publicly disclosed. This Blackout Period applies to all directors, officers, finance and accounting staff and corporate communications staff directly involvedin the dissemination of the financial results; (b)for annual financial results, the period beginning at the end of the trading day that is five (5) weeks after the end of the fiscal year and ending at the end of the first trading day afterthe annual financial results are publicly disclosed. This Blackout Period applies to all directors, officers, finance and accounting staff, corporate communications staff directlyinvolved, and other Company’s employees as determined by senior management; (c)for news releases containing material information, other than financial results, one full trading day immediately following the time of the announcement. This Blackout Period appliesto all directors and officers and other employees as determined by senior management; or (d)any other time and for any length of time as deemed necessary by the Company’s Board of Directors, Chief Executive Officer, Chief Financial Officer or General Counsel. 4 The trading restrictions of a Blackout Period shall not be applicable to trading activities pursuant to a pre-approved trading plan that complies with Rule 10b5-1 of the Securities ExchangeAct of 1934, as amended, and an “automatic securities purchase plan,” as defined in National Instrument 55-104, provided such trading plan (1) is in writing; (2) was submitted to theCompany for review prior to its adoption; and (3) was not adopted during a Blackout Period or at a time when the person was in possession of material non-public information. All efforts will be made to advise of Blackout Periods as soon as possible, however, it is your responsibility to ensure that you are not in violation of the prohibition against tradingduring a Blackout Period by pre-clearing transactions in accordance with this Policy. PRE-CLEARANCE Because “Insiders” for U.S. reporting purposes (as such term is defined below under the heading “Insider Reporting Obligations – U.S. Reporting Obligations – Who is an Insider”) arelikely to obtain material non-public information on a regular basis, such persons must not, directly or indirectly, trade in securities of the Company without first obtaining prior approvalfrom the General Counsel, Corporate Secretary, or such person as she or he may designate (the “Pre-Clearance Designee”). The General Counsel, Corporate Secretary or Pre-ClearanceDesignee shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain validuntil the close of trading two business days following the day on which it was granted. If the transaction does not occur during the two-day period, pre-clearance of the transaction mustbe re-requested. Pre-clearance is not required for purchases and sales of securities under a Pre-Approved Trading Plan (as defined below). With respect to any purchase or sale under aPre-Approved Trading Plan, the third party effecting transactions on behalf of the Insider should be instructed to send duplicate confirmations of all such transactions to the GeneralCounsel, Corporate Secretary or Pre-Clearance Designee. PRE-APPROVED TRADING PLANS Notwithstanding any of the prohibitions contained in this Policy, Company Personnel may trade in Company securities at any time pursuant to a trading plan that has been properlyadopted and is properly administered in accordance with Rule 10b5-1 under the United States Securities Exchange Act of 1934, as amended (a “Rule 10b5-1 Plan”) and an automaticsecurities purchase plan, as defined in National Instrument 55-104 (an “Automatic Securities Purchase Plan,” and together with a Rule 10b5-1 Plan, a “Pre-Approved Trading Plan”). Alladopted Pre-Approved Trading Plans must comply with all applicable policies established by the Company, in addition to complying with applicable Canadian and United States laws. The rules applicable to Pre-Approved Trading Plans are complex and technical in nature, so you should not employ a Pre-Approved Trading Plan without obtaining advice from legalcounsel. A Pre-Approved Trading Plan may not be adopted at any time when you are aware of material non-public information or are subject to a Blackout Period. 5 Prior to adopting or terminating a Pre-Approved Trading Plan, all directors and officers of the Company or any subsidiary of the Company must confer with, and, if applicable, provide acopy of the proposed contract to, the General Counsel and/or Corporate Secretary. Any such plan must be approved in advance by the Company after review by its legal counsel. The Company reserves the right to consider and determine whether public announcement or disclosure of a Pre-Approved Trading Plan should or is otherwise required to be made. INSIDER REPORTING OBLIGATIONS Canadian and U.S. securities laws impose reporting requirements on certain insiders of the Company. ”Insiders” are defined differently under the Canadian and U.S. securities laws andyou may be subject to distinct reporting requirements in both Canada and the U.S., regardless of citizenship. If you are a reporting insider, you are personally responsible for compliancewith reporting requirements under applicable securities laws. The following summary is offered for informational purposes only and is not a substitute for legal advice regarding yourindividual circumstances. Canadian Securities Law Obligations Who has to file reports? For Canadian reporting obligation purposes, “Insider” means a director, officer or 10% shareholder of the Company and a director or officer of a company that is an insider or a subsidiaryof the Company. “Reporting Insider” means (i) the CEO, CFO and COO of the Company, of a 10% shareholder of the Company and of a major subsidiary of the Company; (ii) directors of the Company, of a10% shareholder and of a major subsidiary of the Company; (iii) a person responsible for a principal business unit, division or function of the Company; (iv) a 10% shareholder of theCompany; (v) an individual performing any of the foregoing functions; and (vi) any other insider that in the ordinary course receives or has access to information as to material facts ormaterial changes about the Company before they are generally disclosed and that directly or indirectly exercises, or has the ability to exercise, significant power or influence over thebusiness, operations, capital or development of the Company. When do you have to report? Insider reports must be filed within 5 calendar days (which includes weekends and holidays) of any change in the reporting insider’s beneficial ownership of such securities. Thedeadline begins to run on the date of the trade, not the date of the settlement. An initial insider report must be completed within 10 calendar days of the date a person becomes a reporting insider (provided that an insider who does not own or control securities ofthe Company at that time is not required to file a “nil” report). 6 You must also file and update your insider profile (i) if there is a change in the Company’s name, in your relationship to the Company or if you cease to be a reporting insider within 10calendar days of the event, or (ii) if there is any other change to your profile, at the time you next file an insider report. How do you report? Insider reports are completed by accessing www.sedi.ca and registering as a SEDI user. You will thereafter login as a registered user and complete the filing online. What do you have to report? Each reporting insider is required to file reports with the Canadian securities commissions and the TSX (the “Regulators”) as to his or her direct or indirect beneficial ownership of orcontrol or direction over any securities of the Company. This includes, but is not limited to, purchases and sales of such securities, the grant and exercise of stock options, the exercise ofwarrants, the conversion or exchange of other securities, the acquisition of underlying securities on the exercise of options, warrants or other convertible or exchangeable securities, andthe sale of shares acquired upon exercise of stock options. The following is the information required for filing insider reports: (a)Security designation (i.e., common shares, preferred shares, stock options);(b)Ownership type and registered holder (if applicable); ownership type includes: ●Direct ownership – indicates that the security is held directly; for example, the reporting insider holds the securities in an account with a broker and the account is in his/hername; ●Indirect ownership – indicates that the security is held indirectly; for example, the reporting insider beneficially owns common shares in the Company, but the registeredowner is another entity, such as a holding company that the reporting insider owns; ●Control or direction – indicates that the insider has control or direction over a security. The reporting insider has control or direction if, directly or indirectly, he/she has orshares voting power or investment power through any contract, arrangement, understanding or relationship. For example, the reporting insider may have been grantedauthority to vote or trade securities owned by family members, friends or associates.(c)Opening balance of securities held;(d)Date of transaction;(e)Nature of transaction – for example, acquisitions and dispositions (open market or private), grants of options, gifts, inheritances, exercises of options, sale of shares acquired uponexercise of options;(f)Number/value of securities acquired or disposed;(g)Unit price or exercise price;(h)Type of currency;(i)Closing balance of securities held. 7 U.S. Securities Law Obligations Who has to file reports? For U.S. securities law purposes, “Insider” means a director, executive officer or a shareholder who beneficially owns greater than 10% of any class of equity securities of the Company. When do you have to report? An initial insider report on Form 3 must be completed within 10 calendar days of the date you become an insider. A Form 3 must be filed even if you do not beneficially own any securitiesof the Company. Changes in your beneficial ownership of equity securities of the Company must be reported to the SEC and to the Company on a Form 4 (unless the transaction is exempted from theForm 4 reporting requirement under applicable rules) by the second business day after the execution of the transaction. Form 5 is an annual form that is required to be filed electronically with the SEC and the Company on or before the 45th calendar day after the end of the Company’s fiscal year. No Form 5is required to be filed if you have already reported all reportable transactions on a Form 4 (as described in greater detail below). How do you report? You must timely notify the General Counsel and/or Corporate Secretary of the Company of any event that would require the filing of a report pursuant to this section. Each Insider isresponsible for the accuracy and timeliness of his or her reporting requirements. What do you have to report? Initial Report: Form 3 You are required to file with the SEC an initial statement of your beneficial ownership of equity securities of the Company upon becoming an Insider. When filing a Form 3, youmust include any equity securities of the Company beneficially owned by you, including securities held by your spouse, minor children, other family members sharing yourhousehold or other persons or entities whose securities you are deemed to beneficially own (discussed below), and your holdings of “derivative securities” of the Company.“Derivative securities” include options, warrants, convertible securities, puts, calls, SARs, phantom stock units, equity swaps, and other rights or obligations with respect to thepurchase or sale of any equity security of the Company. Subsequent Reports: Form 4 Report changes in beneficial ownership. Generally, changes in your beneficial ownership of equity securities of the Company must be reported to the SEC and to the Companyon a Form 4 unless the transaction is exempted from the Form 4 reporting requirement under applicable U.S. securities laws. Most transactions are required to be filed on Form 4. 8 Reportable transactions. Transactions that must be reported on Form 4 include: ●the grant of stock options, restricted stock or other stock awards (e.g., director share units (DSUs) or Performance Share Units (PSUs); ●the exercise or conversion of stock options, puts, calls, SARs, phantom stock units or other derivative securities; ●a tax withholding transaction under a Company stock plan or employee benefit plan involving stock of the Company; ●the allocation of phantom stock units relating to Company stock under a nonqualified deferred compensation plan; ●the transfer of funds into or out of the Company stock fund under the 401(k) plan or deferred compensation plan; ●purchases and sales of the Company stock held in your name or in “street name,” including purchases and sales made under a Pre-Approved Trading Plan; ●transactions involving shares held by your spouse, your minor children, other relatives who share your household, or other persons or entities if you have a direct orindirect “pecuniary interest” in the shares (discussed below); ●gifts of any equity security of the Company; ●the acquisition of any equity security of the Company, including any option, put, call, equity swap or other right or obligation with respect to the purchase or sale of anyequity security of the Company, even if not presently exercisable; and ●any other acquisition or disposition of stock of the Company or related derivative securities not exempt from U.S. securities laws reporting obligations. A change of beneficial ownership must be reported even if, as a result of offsetting acquisitions and dispositions, there is no net change in your beneficial ownership. Transactions in Company stock plans. Transactions in Company stock plans or employee benefit plans may present special reporting and liability considerations under U.S.securities laws and the rules relating to these transactions are complex. Please contact the Company’s General Counsel and/or Corporate Secretary to determine how and whenany of these transactions must be reported. 9 Reports after ceasing to be an Insider. You also may need to file a Form 4 even after you cease to be a director or executive officer if you engage in a transaction not exempt fromU.S. securities laws that occurs after you cease to be an Insider. A person filing a report on Form 4 or Form 5 (discussed below) who has ceased to be a director or executiveofficer must indicate in a box on the Form that the person is exiting the reporting system. Please contact the Company’s General Counsel and/or Corporate Secretary todetermine how and when any of these transactions must be reported. Annual Reports: Form 5 Transactions subject to annual reporting on Form 5 include certain transactions exempt from the recovery of short-swing profits (e.g., inheritances) and transactions that shouldhave been reported previously but were not. Alternatively, these transactions may be reported voluntarily on a Form 4 at an earlier date. No Form 5 is required to be filed if allreportable transactions have already been reported on a Form 4. However, in that event, you will be required to provide a written representation to the Company confirming thatno Form 5 is required to be filed. COMPLIANCE Your actions with respect to matters governed by this Policy are significant indications of your judgment, ethics, and competence. Any actions in violation of this Policy may be groundsfor disciplinary action, up to and including immediate dismissal, as well as exposure to civil and criminal liability. Adopted January 29, 2014, amended May 18, 2023 10Exhibit 21.1 Subsidiaries of NOVAGOLD RESOURCES INC. Name of SubsidiaryJurisdiction ofOrganizationNOVAGOLD Resources (Bermuda) Limited (100% owned by NOVAGOLD RESOURCES INC.)BermudaNOVAGOLD (Bermuda) Alaska Limited (100% owned by NOVAGOLD Resources (Bermuda) Limited)BermudaNOVAGOLD US Holdings Inc. (100% Preferred Stock owned by NOVAGOLD RESOURCES INC. and 100% Common Stock owned by NOVAGOLD(Bermuda) Alaska Limited)DelawareNOVAGOLD Resources Alaska, Inc. (100% owned by NOVAGOLD US Holdings Inc.)AlaskaDonlin Gold LLC (50% owned by NOVAGOLD Resources Alaska, Inc.)AlaskaNOVAGOLD USA, Inc. (100% owned by NOVAGOLD US Holdings Inc.)DelawareAGC Resources Inc. (100% owned by NOVAGOLD US Holdings Inc.)Delaware Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-117370, No. 333-134871, No. 333-136493, No. 333-164083, No. 333-171630, No.333-197648, and No. 333-239776) of NOVAGOLD RESOURCES INC. of our report dated January 24, 2024 relating to the financial statements and the effectiveness of internal control overfinancial reporting, which appears in this Form 10-K. We also hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-117370, No. 333-134871, No. 333-136493, No. 333-164083, No. 333-171630,No. 333-197648, and No. 333-239776) of NOVAGOLD RESOURCES INC. of our report dated January 19, 2024 relating to the financial statements of Donlin Gold LLC, which appears in thisForm 10-K. /s/ PricewaterhouseCoopers LLP Chartered Professional Accountants Vancouver, CanadaJanuary 24, 2024 Exhibit 23.2 CONSENT OF WOOD CANADA LIMITED I, Greg Gosson, on behalf of Wood Canada Limited (“Wood”), consent to the inclusion in this Annual Report on Form 10-K of NOVAGOLD RESOURCES INC., which is being filed withthe United States Securities and Exchange Commission, of references to Wood’s name and to the use of the technical report summary titled “S-K 1300 Technical Report Summary on theDonlin Gold Project, Alaska, USA”, with a report date of November 30, 2021 (“2021 S-K 1300 Report”) and filed on January 26, 2022, and the information derived from the 2021 S-K 1300Report, including any quotation from or summarization of the 2021 S-K 1300 Report. I also consent to the incorporation by reference in NOVAGOLD RESOURCES INC.’s registration statements on Form S-8 (Nos. 333-117370; 333-134871; 333-136493; 333-164083; 333-171630, 333-197648 and 333-239776) of the references to Wood’s name and the use of the 2021 S-K 1300 Report and the information derived from the 2021 S-K 1300 Report, including anyquotation from or summarization of the 2021 S-K 1300 Report, which are included in the Annual Report on Form 10-K. Dated this 24th day of January, 2024 On behalf of Wood Canada Limited By: /s/ Greg Gosson Name: Greg Gosson Title: Technical Director, Geology & Compliance Exhibit 23.3 CONSENT OF PAUL CHILSON I consent to the inclusion in this Annual Report on Form 10-K of NOVAGOLD Resources Inc., which is being filed with the United States Securities and Exchange Commission, ofreferences to my name and to the use of the scientific and technical information related to the Donlin Gold project (the “Technical Information”). I also consent to the incorporation by reference in NOVAGOLD Resources Inc.’s registration statements on Form S-8 (Nos. 333-117370; 333-134871; 333-136493; 333-164083; 333-171630,333-197648 and 333-239776) of the references to my name and the use of the Technical Information included in the Annual Report on Form 10-K. Dated this 24th day of January, 2024 /s/ Paul Chilson Paul Chilson, P.E. Exhibit 31.1CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Gregory A. Lang, certify that: 1. I have reviewed this annual report on Form 10-K of NOVAGOLD Resources Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourthfiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. By: /s/ Gregory A. Lang Date: January 24, 2024Gregory A. Lang Chief Executive Officer Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, David A. Ottewell, certify that: 1. I have reviewed this annual report on Form 10-K of NOVAGOLD Resources Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourthfiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. By: /s/ David A. Ottewell Date: January 24, 2024David A. Ottewell Chief Financial Officer Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of NOVAGOLD Resources Inc. (the “Company”) on Form 10-K for the year ended November 30, 2023, as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, Gregory A. Lang, Chief Executive Officer of the Company, certify that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 24, 2024 By: /s/ Gregory A. Lang Gregory A. Lang President and Chief Executive Officer Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of NOVAGOLD Resources Inc. (the “Company”) on Form 10-K for the year ended November 30, 2023, as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, David A. Ottewell, Chief Financial Officer of the Company, certify that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 24, 2024 By: /s/ David A. Ottewell David A. Ottewell Chief Financial Officer Exhibit 97.1 NOVAGOLD RESOURCES INC.INCENTIVE COMPENSATION RECOVERY POLICY 1. Introduction. The Board of Directors of NOVAGOLD RESOURCES INC. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culturethat emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this policy, which provides for the recoveryof erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with anyfinancial reporting requirements under the federal securities laws, and/or in the event of detrimental conduct by executive officers (the “Policy”). This Policy is designed to comply withSection 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the listing standards of NYSE American or any other securities exchange onwhich the Company’s shares are listed in the future. 2. Administration. This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee (the “Committee”), in which case, all references herein to the Board shallbe deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals. 3. Covered Executives. Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Companyas the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in chargeof a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performssimilar policy-making functions for the Company. Executive officers of the Company’s subsidiaries are deemed “Covered Executives” if they perform such policy-making functions for theCompany. “Policy-making function” is not intended to include policy-making functions that are not significant. “Covered Executives” will include, at minimum, the executive officersidentified by the Company pursuant to Item 401(b) of Regulation S-K of the Exchange Act. As of the date hereof, the Company’s “Covered Executives” are the Chief Executive Officer andthe Chief Financial Officer, but the Board may identify other employees as “Covered Executives” as appropriate. This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during theperformance period for that Incentive Compensation. 1 4. Recovery: Accounting Restatement. In the event the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the “SEC”) due to theCompany’s material noncompliance with any financial reporting requirements under the federal securities laws (including any required accounting restatement to correct an error inpreviously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the currentperiod or left uncorrected in the current period) (an “Accounting Restatement”), the Company will recover reasonably promptly any excess Incentive Compensation received by anyCovered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, including transitionperiods resulting from a change in the Company’s fiscal year as provided in Rule 10D-1 of the Exchange Act. Incentive Compensation is deemed “received” in the Company’s fiscal periodduring which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the endof that period. The determination of the time when the Company is “required” to prepare an Accounting Restatement shall be made in accordance with applicable SEC and nationalsecurities exchange rules and regulations. (a) Definition of Incentive Compensation. For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a“financial reporting measure” (as defined in paragraph (b) below), including, for example, bonuses or awards under the Company’s short and long-term incentive plans,grants and awards under the Company’s equity incentive plans, and contributions of such bonuses or awards to the Company’s deferred compensation plans or otheremployee benefit plans that are not tax-qualified plans. For avoidance of doubt, Incentive Compensation that is deferred (either mandatorily or voluntarily) under theCompany’s non-qualified deferred compensation plans, as well as any matching amounts and earnings thereon, are subject to this Policy. Incentive Compensation doesnot include awards which are granted, earned and vested without regard to attainment of financial reporting measures, such as time-vesting awards, discretionaryawards and awards based wholly on subjective standards, strategic measures or operational measures. (b) Financial Reporting Measures. Financial reporting measures are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financialstatements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, financialreporting measures include stock price and total shareholder return. A measure need not be presented within the financial statements or included in a filing with the SECto constitute a financial reporting measure for purposes of this Policy. 2 (c) Excess Incentive Compensation: Amount Subject to Recovery. The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive’s Incentive Compensation for the relevant period(s)exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amountscontained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid. For Incentive Compensation based on financial reporting measures such as stock price or total shareholder return, where the amount of excess compensation is notsubject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on areasonable estimate of the effect of the Accounting Restatement on such financial reporting measure upon which the Incentive Compensation was received. TheCompany will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange. (d) Method of Recovery. The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly excess Incentive Compensation hereunder. Such methods mayinclude, without limitation: (i) requiring reimbursement of Incentive Compensation previously paid; (ii) forfeiting any Incentive Compensation contribution made under the Company’s deferred compensation plans; (iii) offsetting the recovered amount from any compensation or Incentive Compensation that the Covered Executive may earn or be awarded in the future; (iv) some combination of the foregoing; or (v) taking any other remedial and recovery action permitted by law, as determined by the Board. 5. Recovery: Detrimental Conduct. In the event the Board makes a good faith determination that a Covered Executive has engaged in Detrimental Conduct, then the Company may recover all or a portion of their IncentiveCompensation, or benefits in which they have become vested under the terms of the Company’s Deferred Compensation Plan. The term “Detrimental Conduct” means any of the following in relation to the Covered Executive: 3 (a) their deliberate and continued failure substantially to perform their duties and responsibilities, which failure has had an adverse effect on the Company; (b) their knowing and willful violation of any law, government regulation, the Company Code of Conduct or Company policy; (c) their act of fraud or dishonesty resulting, or intended to result in, their personal enrichment at the expense of the Company; or (d) their gross misconduct in performance of their duties that results in economic harm to the Company. 6. No Indemnification or Advance. Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any CoveredExecutives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection withany action to recover excess Incentive Compensation. 7. Interpretation. The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that thisPolicy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any nationalsecurities exchange on which the Company's securities are listed. 8. Effective Date. The effective date of this Policy is November 17, 2023 (the “Effective Date”). This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Datethat results from attainment of a financial reporting measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. IncentiveCompensation received by Covered Executives prior to the Effective Date remains subject to the Company’s prior Executive Compensation Clawback Policy dated November 16, 2017. Inaddition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Companyestablishes or maintains on or after the Effective Date. 9. Amendment and Termination. The Board may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section10D of the Exchange Act and to comply with any rules or standards adopted by NYSE American or any other securities exchange on which the Company’s shares are listed in the future. 4 10. Other Recovery Rights. The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement or similar agreement relating to IncentiveCompensation entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of thisPolicy. Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Companypursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits suchright of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company mayhave under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws. 11. Impracticability. The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined thatsuch recovery would be impracticable, all in accordance with Rule 10D‑1 of the Exchange Act and NYSE American or any other securities exchange on which the Company’s shares arelisted in the future. 12. Successors. This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives. Adopted November 17, 20235

Continue reading text version or see original annual report in PDF format above