Novagold Resources Inc.

 

In Management’s Discussion and Analysis of Financial Condition and Results of Operations, “NOVAGOLD”, the “Company”, “we,” “us” and “our” refer to NOVAGOLD RESOURCES INC. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations constitutes management’s review of the factors that affected our financial and operating performance for the three- and six-month periods ended May 31, 2026 and May 31, 2025. This discussion should be read in conjunction with the condensed consolidated interim financial statements and notes thereto contained elsewhere in this report and our Annual Report on Form 10-K, as well as other information we file with the Securities and Exchange Commission on EDGAR at www.sec.gov and with Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca. References herein to $ refer to United States dollars and C$ to Canadian dollars, except as otherwise specified.

 

Paulson are investment funds managed by Paulson Advisers LLC.

 

Paul Chilson, P.E., who is the Manager, Mine Engineering for NOVAGOLD and a “qualified person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects and the Securities and Exchange Commission’s (SEC) current mining disclosure rules has approved the scientific and technical information contained herein.

 

Highlights

 

Fluor Corporation (“Fluor”), as lead engineering firm, continues to integrate major work packages and coordinate technical workstreams with specialist contractors WSP USA, Inc. (“WSP”), Worley Alaska, Inc. (“Worley”), and Hatch Ltd. (“Hatch”) supporting the Donlin Gold project’s ongoing Bankable Feasibility Study (BFS) update. Work is advancing on key infrastructure and unit operations, including the on-site power plant, natural gas pipeline, pressure oxidation circuit, and oxygen plant, as part of a disciplined approach to support a high-quality BFS.

 

In support of the continued advancement of the BFS and the broader progression of the Donlin Gold project toward construction readiness and eventual commercial operation, management continues to assess key project requirements and advance recruitment efforts for critical positions.

 

NOVAGOLD had liquidity of $370.2 million in cash and term deposits as of May 31, 2026, which we believe is sufficient to complete the Donlin Gold BFS, exercise our option to prepay the Barrick promissory note later in 2026 and cover corporate general and administrative costs for at least the next twelve months.

 

Company 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, a limited liability company which, following the closing of the Donlin Gold Transaction (as defined below) on June 3, 2025, is owned 60% by a wholly-owned subsidiary of NOVAGOLD and 40% by a wholly-owned subsidiary of Paulson. While NOVAGOLD has a 60% economic interest in Donlin Gold LLC (“Donlin Gold”), governance of Donlin Gold is shared equally by NOVAGOLD and Paulson. We account for our interest in the Donlin Gold project using the equity method, which results in our 60% share of Donlin Gold’s expenses being recorded as a single line item in the income statement as an operating loss.

 

Our corporate goals include completing the BFS and moving to a subsequent construction decision; maintaining a favorable reputation of NOVAGOLD and the Donlin Gold project among shareholders and stakeholders; promoting strong community outreach and a sustainability culture; maintaining strong safety and environmental performance; and managing the Company’s treasury effectively and efficiently. Our operations primarily relate to the delivery of project milestones, including the achievement of various technical, environmental, sustainable development, economic and legal objectives, obtaining necessary permits and maintaining those received in good standing, advancement of the BFS, preparation of engineering designs and maintaining sufficient capital resources to fund these objectives.

 

 

Donlin Gold Project

 

Donlin Gold has engaged extensively with communities, stakeholders, and government representatives across the Yukon-Kuskokwim (Y-K) region, Alaska, and Washington, D.C., supporting project development and permitting.

 

The project is located on private lands selected under the 1971 Alaska Native Claims Settlement Act, setting it apart from most other mining assets in Alaska, and guiding outreach efforts. The Native Corporation landowners, Calista Corporation (“Calista”), owner of the mineral rights, and The Kuskokwim Corporation (TKC), owner of the surface estate, are pivotal for the future of the project, driving our continued local engagement and providing economic benefits to the region, the State of Alaska, and its stakeholders.

 

Decades of outreach with over 60 regional communities have created important relationships, fostered knowledge sharing and reinforced the project’s social license. The Donlin Gold team remains committed to advancing the project responsibly through transparent and respectful engagement.

 

In the second quarter 2026, regional presentations made to key associations provided an opportunity to share a project update and overview of Donlin Gold’s community relations efforts. It also included a Calista panel discussion on local revenue sharing provisions between the Alaska Native Corporations to support constructive dialogue regarding the project. Donlin Gold conducted regional community and shareholder engagement, including villages along the Kuskokwim River with visits to 11 Y-K communities, alongside Calista and TKC to support continued dialogue and relationship-building. Another Subsistence Community Advisory Committee meeting was held and focused on the introduction of the Subsistence Plan and the Barge Communication Plan, strengthening communication and coordination with subsistence users and regional stakeholders.

 

In government relations and external affairs, representatives from NOVAGOLD and Donlin Gold participated in multiple legislative and advocacy events, including the Alaska Chamber of Commerce and Resource Development Council legislative fly-in, Alaska Day on the Hill in Washington, D.C., the Alaska Mining Forum, and the Women in Resources reception, alongside 16 trade associations, that also featured Donlin-focused stakeholder meetings. Government engagement with senators and representatives in the second quarter – along with federal and state agencies including the Alaska Department of Natural Resources (ADNR), Department of Labor & Workforce Development, Congressional Delegation State Directors, Bureau of Land Management (BLM), and Department of the Interior (DOI), focused on the pipeline corridor updates, geotechnical fieldwork, permitting, workforce, infrastructure, and regional logistics. Briefings were given to U.S. Senate candidates and the Y-K Health Corporation Board to share updates on ongoing project activities and regional engagement efforts.

 

NOVAGOLD is committed to education, community wellness, cultural preservation, ecological stewardship, and best practices that enhance the economic, health, and social well-being of our employees, the people of the Y-K region, and surrounding communities. Donlin Gold supports these efforts through fisheries studies, environmental activities, subsistence initiatives, and grants, while recognizing the importance of the region’s traditions and subsistence way of life, where environmental health is paramount. In the second quarter of 2026 a range of activities and projects were carried out around regional sporting and cultural events, including the Iditarod, Native Youth Olympics state tournament, Bethel Wrestling Club event, and the Donlin Gold Classic Invitational Basketball Tournament. Donlin Gold supported education, cultural, health, and safety initiatives across the Y-K region, including outreach to regional communities on the Clean Up Green Up program and involvement in programs such as Camp Fire Alaska, the Lower Yukon School District Career Fair, and the University of Alaska Rural Alaska Honors Institute program. Additionally, the project supported community and youth-focused activities that promote inclusion, wellness, and support literacy and access to educational resources, including the Special Olympics Alaska Y-K Delta event, Kuspuk School District environmental programs, and the Bethel Community Services Foundation Library program.

 

Our share of funding for the Donlin Gold project in the second quarter and first six months of 2026 was $16.3 million and $31.9 million, respectively. We expect our total annual Donlin Gold funding to be in line with our fiscal 2026 guidance of $78.8 million as we continue to advance the Donlin Gold BFS.

 

Permitting

 

Donlin Gold is a federally permitted project on private land designated for mining. Permitting in Alaska is a substantial undertaking supported by a diligent, thorough, transparent, and inclusive process for all involved, including stakeholders from the Y-K region. Completion of the Detailed Design Packages continues to be anticipated by the end of 2026/early 2027, with potential issuance of the Dam Safety Certificates in 2028.

 

 

Upholding current permits and working to secure key state approvals

 

Donlin Gold continued to support the state and federal agencies defending their permits in the litigation described below.

 

NOVAGOLD continues to support the State of Alaska in defending the Department of Environmental Conservation’s (ADEC) Clean Water Act Section 401 Water Quality Certification (the “401 Certification”), which is the only remaining challenge to Donlin Gold’s permits in state court. On May 6, 2025, the Alaska Superior Court upheld ADEC’s issuance of the 401 Certification. Earthjustice filed an appeal in the Alaska Supreme Court and filed their opening brief on September 16, 2025. Donlin Gold’s and the State of Alaska’s briefs were filed on November 25, 2025, and Earthjustice’s reply brief was filed on January 9, 2026. Oral argument was held on June 3, 2026. A decision from the Court is currently pending.

 

On April 5, 2023, Earthjustice representing the Orutsararmiut Traditional Native Council and six Y-K villages filed suit against the U.S. government in the U.S. District Court for Alaska (the “Federal District Court”) asking the Federal District Court to invalidate the Donlin Gold Joint Record of Decision (JROD), which included the U.S. Army Corps of Engineer’s (“Corps”) issuance of the 404 permit and the DOI, BLM’s issuance of the ROW lease for the portions of the pipeline on Federal lands. The U.S. Department of Justice (DOJ) is defending the issuance of the permits by those Federal agencies. The State of Alaska, Donlin Gold, and Calista were granted intervenor status in this case. The DOJ filed their brief supporting the issuance of the JROD and the sufficiency of the environmental analysis in the Final Environmental Impact Statement on April 2, 2024. Amicus briefs supporting the project were filed by the village of Crooked Creek and the Alaska federal Congressional delegation. Oral arguments were held on June 24, 2024, and the Federal District Court issued a decision on September 30, 2024. The decision rejected the plaintiffs’ arguments on two of the three issues raised in the litigation but agreed with plaintiffs that the federal agencies took too narrow of a view in analyzing the impact of a theoretical release from the tailings’ storage facility. The Federal District Court requested supplemental briefing on the appropriate remedy for addressing this issue. On October 7, 2024, the plaintiffs filed a request for reconsideration on one of the issues on which the Federal District Court had ruled against the plaintiffs and, at DOJ’s request, the Federal District Court suspended the schedule for briefing on the appropriate remedy until after the Federal District Court ruled on plaintiffs’ motion for reconsideration. On December 23, 2024, the Federal District Court denied plaintiffs’ request for reconsideration. Remedy briefing was completed in March 2025 and oral argument on remedy was held May 9, 2025. On June 10, 2025, the Federal District Court issued an order denying Earthjustice’s request to vacate the permits and remanding the case to the agencies to supplement the National Environmental Policy Act analysis on the narrow issue regarding the analysis of a potential larger release from the tailings storage facility. The Court retained jurisdiction over the case during the remand and ordered the agencies to file periodic status updates with the court. The Corps, in consultation with BLM and other federal agencies, will be the lead agency for this Supplemental Environmental Impact Statement (SEIS) process to ensure a transparent, science-based review that provides the public and decision-makers with complete and accurate information. On October 27, 2025, Donlin Gold was also formally accepted into the Fixing America’s Transportation Act (FAST-41) program and coordinated by the Federal Permitting Improvement Steering Council. The FAST-41 is a federal initiative that increases transparency, accountability, and predictability in permitting. A Notice of Intent to prepare a SEIS was issued in January 2026, and the public comment period for the scoping process closed in February 2026. The Corps and cooperating agencies will review and consider comments received and proceed with preparation of the draft SEIS which is anticipated to be published in September 2026 in accordance with the coordinated FAST-41 permitting schedule.

 

To date, all permits and approvals granted to Donlin Gold by federal and state agencies remain in place while the legal challenges described above proceed. We recognize the importance of preparedness and organization on these matters. Donlin Gold and its owners continue their unwavering support of the state and federal agencies in defending their thorough and diligent permitting processes, including working with the federal agencies and all stakeholders on an appropriate remedy to address the Federal District Court’s remand decision. 

 

Financing Activities During 2026

 

The Company completed a private placement offering on February 5, 2026 of 31,020,000 common shares at a price of $10.00 per share for aggregate gross proceeds of $310.2 million less $16.2 million of issuance costs. The Company intends to use the net proceeds of the private placement for expenditures associated with Donlin Gold activities, exercise of the Company’s prepayment option on the promissory note with Barrick, and general corporate purposes.

 

Overview of Donlin Gold Transaction and Financing Activities During 2025

 

On June 3, 2025, NOVAGOLD and Paulson, through wholly-owned subsidiaries, completed a $1 billion acquisition of Barrick’s 50% interest in Donlin Gold (the “Donlin Gold Transaction”) pursuant to the terms of a membership interest purchase agreement dated April 22, 2025 (the “MIPA”) among Barrick Gold U.S. Inc. (“Barrick Gold”), Barrick, Paulson, Donlin Gold Holdings LLC (DGH), a subsidiary of Paulson, and NGRA, a subsidiary of the Company. NOVAGOLD, through NGRA, acquired an additional 10% interest in Donlin Gold for $200 million, increasing its stake to 60% of Donlin Gold, while Paulson, through DGH, acquired the remaining 40% interest for $800 million. Both owners have equal governance rights in Donlin Gold. The Donlin Gold Transaction marks a significant milestone in a long-term strategy to advance the Donlin Gold project. NOVAGOLD’s portion of the acquisition was funded through a combination of a public equity offering and a concurrent private placement.

 

 

Amended and Restated Limited Liability Company Agreement for Donlin Gold LLC

 

In connection with the closing of the Donlin Gold Transaction, NGRA, DGH and Donlin Gold entered into an amended and restated limited liability company agreement (the “A&R LLC Agreement”) governing Donlin Gold, pursuant to which the Company and Paulson have equal governance rights. NGRA had previously entered into a limited liability company agreement with Barrick Gold and Donlin Gold (the “Prior LLC Agreement”) dated December 1, 2007, as amended from time to time. Pursuant to the terms of the A&R LLC Agreement, the primary amendments to the Prior LLC Agreement consist of the following:

 

●	The deadlock provision contained in Article XVI of the Prior LLC Agreement has been replaced with a provision for non-binding mediation for dispute resolution.

 

●

Consistent with the Prior LLC Agreement, the funding for Donlin Gold will be shared by both parties based on their percentage ownership. For example, since NGRA holds 60% of the membership interests of Donlin Gold, it will have the responsibility to fund 60% of the expenses of Donlin Gold. However, regardless of the fact that DGH holds 40% of Donlin Gold, DGH and NGRA have equal governance rights. This adjustment to the parties’ voting interests, as set forth in the A&R LLC Agreement means that (i) NGRA’s voting percentage interests are defined as its membership interest from time to time less an absolute 10% and (ii) DGH’s voting percentage interests are defined as its membership interest from time to time plus an absolute 10%. For this reason, although NGRA holds 60% of the membership interests of Donlin Gold, it only has a 50% voting interest.

 

●	The parties agree to manage the operations of Donlin Gold in a manner to avoid adverse tax consequences to the parties, including pursuant to Section 4943 of the Internal Revenue Code.

 

●	Certain provisions in the Prior LLC Agreement have been deleted or amended as a result of such provisions being outdated or no longer relevant due to the current development and permitting status of Donlin Gold.

 

Amended and Restated Promissory Note

 

Pursuant to the Prior LLC Agreement for Donlin Gold, the Company issued a promissory note to Barrick Gold to repay Barrick out of future mine production cash flow for a portion of Barrick’s prior expenditures on the Donlin Gold project. Concurrent with the Donlin Gold Transaction announcement on April 22, 2025, NOVAGOLD entered into a prepayment option agreement with Barrick, which provided the Company with an option to prepay the promissory note in full for $90 million prior to the closing of the Donlin Gold Transaction. The $90 million prepayment option was not exercised prior to closing. In connection with the closing of the Donlin Gold Transaction, on June 3, 2025 NGRA and Barrick Gold amended and restated the promissory note primarily to (i) modify the security package in order to exclude any property held by Donlin Gold or membership interest in Donlin Gold held by NGRA, but ensure it remains secured by NGRA’s right, title and interest to proceeds from Donlin Gold and (ii) provide the ability for NGRA to prepay and retire the promissory note for an aggregate of $100 million until December 3, 2026. In connection with the amended and restated promissory note, NGRA has made an irrevocable direction to Donlin Gold whereby Donlin Gold shall distribute to Barrick Gold, until the promissory note is fully repaid, 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. As per the amended and restated promissory note, the principal amount owed is $158.9 million.

 

Backstop Agreement

 

In order to ensure available financing for the Company’s $200 million obligation under the MIPA, funding commitments of up to $170 million were obtained from Electrum, Paulson, and Kopernik Global Investors, LLC, on behalf of investment funds and accounts managed by them (“Kopernik”, together with Electrum and Paulson, the “Investors”) pursuant to a backstop agreement dated April 22, 2025 (“Backstop Agreement”). Pursuant to the Backstop Agreement, the Investors agreed to purchase, on a non-brokered, private placement basis, up to $170 million in the Company’s common shares at $3.00 per share, representing up to 56,666,667 common shares in the aggregate.

 

 

While the Company did not exercise its rights provided by the Backstop Agreement, in consideration for entering into the Backstop Agreement, the Company issued an aggregate of 25,500,000 warrants to purchase the Company’s common shares (the “Warrants”), with each Warrant entitling the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price of $3.00 per Warrant Share for a period of five years from the date of issuance. The Warrants contain a “cashless exercise” feature, such that, in lieu of making the cash payment otherwise contemplated to be made upon such exercise of the Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in the Warrants. The Warrants were issued in the following amounts: (i) 12,750,000 Warrants to Paulson; (ii) 6,375,000 Warrants to Electrum; and (iii) 6,375,000 Warrants to Kopernik. During the six months ended May 31, 2026, 796,875 Warrants were exercised by way of the cashless exercise feature, resulting in the issuance of 569,333 NOVAGOLD shares and the cancellation of 227,542 Warrants to cover the exercise price. As at May 31, 2026, 24,703,125 Backstop Warrants remained outstanding.

 

The Backstop Agreement further provided the Investors with registration rights, pursuant to which the Company had agreed to, among other things, file a registration statement with the SEC registering the resale of the Warrant Shares and to cause such registration statement to remain effective until the earlier of (a) three years from the issuance of the Subscribed Shares (which were not issued), (b) the date on which all of the Subscribed Shares and Warrant Shares shall have been sold, or (c) on the first date on which each Investor can sell all of its Subscribed Shares and/or Warrant Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold. The Backstop Agreement also contained customary indemnification and other provisions customary for registration rights of this type. Pursuant to discussions with the Investors and the Placement Investors (as defined below), the Company may file a resale registration statement in the future upon request of such investors with respect to the Warrant Shares or common shares issued pursuant to the Subscription Agreement (as defined below).

 

Public Offering and Concurrent Private Placement

 

On May 7, 2025, the Company entered into an underwriting agreement related to a public offering of 47,850,000 of the Company’s common shares at a public offering price of $3.75 per share (the “Underwriting Agreement”). In addition, the Company granted the underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to 7,177,500 of additional common shares of the Company (the “Overallotment Option”). The net proceeds from the public offering were approximately $169.7 million. The Overallotment Option was exercised in full on June 5, 2025, bringing the total net proceeds to the Company for the public offering and the Overallotment Option to approximately $195.2 million after deducting the underwriting discount and offering expenses. The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

 

Concurrently with the public offering announced in May 2025, the Company completed a private placement offering on May 9, 2025 of 17,173,853 common shares at a price equal to the public offering price for aggregate gross proceeds of approximately $64.4 million with Electrum and investment funds and accounts managed by Kopernik Global Investors, LLC (each a “Placement Investor”). The Company entered into a Subscription Agreement dated May 7, 2025 (the “Subscription Agreement”) with each of the Placement Investors setting out the terms of the concurrent private placement, which included similar resale registration rights as contained in the Backstop Agreement. The concurrent private placement closed on May 9, 2025.

 

Second Quarter 2026 Financial Results

 

Net loss and loss per share in the second quarter of 2026 were $25.5 million and $0.06, respectively, compared to net loss and loss per share of $54.3 million and $0.15, respectively, in the second quarter of 2025. NOVAGOLD’s net loss during the second quarter of 2026 decreased by $28.8 million from the comparable prior year period primarily due to a $39.6 million non-cash charge recognized in the prior year related to warrants issued under the Backstop Agreement signed on April 22, 2025 and higher interest income in 2026 partially offset by higher expenditures at Donlin Gold due to ongoing BFS activities and higher general and administrative expenses at NOVAGOLD.

 

The Company’s share of Donlin Gold expenses in the second quarter of 2026 was $10.4 million higher than the comparative prior year period due to ongoing 2026 activities by Fluor, WSP, Worley and Hatch to advance Donlin Gold’s BFS update and the Company’s share of Donlin Gold expenditures increasing by 10% to 60% starting in the third quarter of 2025. General and administrative expenses increased in the second quarter of 2026 by $3.1 million from the comparable prior year period primarily due to higher professional fees, share-based compensation and employee compensation. Professional fees were elevated during the second quarter and the first six months of 2026 but remained generally in line with quarterly cadence expectations and are expected to decline during the remainder of the year. Share-based compensation expense in the second quarter increased by $0.9 million versus the comparative 2025 period primarily due to the issuance of two annual share award grants during the trailing twelve-month period contributing to a disproportionately larger share-based compensation expense during the second quarter and the first six months of 2026.

 

 

Net loss and loss per share for the six months ended May 31, 2026 were $40.9 million and $0.10, respectively, compared to net loss and loss per share of $63.4 million and $0.19, respectively, for the first six months of 2025. NOVAGOLD’s net loss during the first six months of 2026 decreased by $22.5 million from the comparable prior year period primarily due to the same reasons discussed above.

 

Liquidity and Capital Resources

 

Liquidity overview

 

The Company monitors its liquidity and capital resources on a regular basis to ensure it has sufficient liquidity and capital resources to meet its current operating and capital requirements. As of May 31, 2026, the Company had cash resources comprising cash and cash equivalents, term deposits, and marketable securities totaling approximately $371.4 million, which we believe is sufficient to complete the Donlin Gold BFS, exercise our option to prepay the Barrick promissory note later in 2026 and cover corporate general and administrative costs for at least the next twelve months.

 

With the commencement of the Donlin Gold BFS in early-2026, NOVAGOLD’s share of Donlin Gold expenditures is expected to increase over the next 15 to 21 months compared to historical levels. The Company believes it is fully funded to complete the Donlin Gold BFS and intends to exercise its option to prepay the Barrick promissory note in 2026. The Company expects to raise additional capital at some point to support additional future activities, including the commencement of detailed engineering. As a result of a delinquent filing of a Form 8-K in June 2025, NOVAGOLD will not be eligible to use a Form S-3 registration statement to register its securities with the SEC until July 2026.

 

Future funding to support developing the Donlin Gold project is anticipated to include, among other things, a combination of corporate debt and equity, project specific debt, infrastructure financing and potentially a royalty, stream and/or government support. NOVAGOLD’s continued operations, in the longer term, are dependent on its ability to generate future cash flows and maintain sufficient capital resources. There is no assurance that the Company will be successful in its efforts to raise additional capital on favorable terms, or at all. For further information, refer to the section titled Item 1A. Risk Factors – Our ability to continue the exploration, permitting and development of the Donlin Gold project, to complete the Bankable Feasibility Study for the Donlin Gold project, to fund construction of the Donlin Gold project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing in our Annual Report on Form 10-K.

 

NOVAGOLD’s anticipated operating expenditures during fiscal year 2026 are unchanged from previously issued guidance of approximately $98.5 million, including $78.8 million to fund the Donlin Gold project, and $19.7 million for corporate general and administrative costs.

 

The Company’s financial position includes the following as of May 31, 2026:

 

●	Cash and cash equivalents of $78.2 million, primarily held at three Canadian chartered banks with investment grade credit ratings.

 

●	Term deposits of $292.0 million held at two Canadian chartered banks and one large U.S. bank with investment grade credit ratings and maturities of less than one year.

 

●	Marketable securities valued at $1.2 million that are traded on active markets.

 

●

Promissory note payable to Barrick of $173.6 million, including accrued interest at U.S. prime plus 2%, compounded semi-annually. The promissory note and accrued interest are payable from 85% of distributed processed products, cash and other assets, and payments of 5% of certain net proceeds specified in the promissory note. On June 3, 2025, the Company entered into an amended and restated secured promissory note with Barrick that provides the Company with an option to prepay the promissory note in full for $100 million on or before December 3, 2026.

 

 

Cash flows

 

In the second quarter of 2026, cash and cash equivalents decreased by $39.3 million, primarily due to $17.0 million in purchases of term deposits, $16.3 million in Donlin Gold funding and $6.4 million in corporate general and administrative costs, less $0.5 million in proceeds from the sale of marketable securities.

 

Cash used in operating activities during the second quarter of 2026 was $4.8 million higher than the comparative prior year period. Cash used in investing activities during the second quarter of 2026 increased by $60.0 million from the comparative prior year period primarily due to $51.0 million lower net redemption of term deposits and $9.5 million in incremental Donlin Gold funding partially offset by $0.5 million in proceeds from the sale of marketable securities. Funding of Donlin Gold was higher in the second quarter of 2026 compared to the same period in 2025 due to the commencement of the Donlin Gold BFS in early-2026 and due to the Company’s share of Donlin Gold funding increasing by 10% to 60% starting in the third quarter of 2025.

 

Cash provided by financing activities during the second quarter of 2026 decreased by $234.1 million from the comparative prior year period primarily due to a $243.8 million public equity offering and concurrent private placement in the prior year period less $9.7 million of issuance costs.

 

Outstanding Share Data

 

As of June 19, 2026, the Company had 438,780,614 common shares issued and outstanding. Also, as of June 19, 2026, the Company had: i) a total of 24,703,125 warrants outstanding with an exercise price of $3.00 per share; ii) a total of 9,547,034 stock options outstanding; 8,189,534 with a weighted-average exercise price of $5.42 per share and the remaining 1,357,500 of those stock options with a weighted-average exercise price of C$7.24 per share; and iii) 1,902,400 PSUs; and iv) 331,338 deferred share units outstanding. Upon exercise or pay out, as applicable, of the foregoing convertible securities, the Company would be required to issue a maximum of 37,435,097 common shares.