NOVAGOLD Resources Inc 2025年度报告

NOVAGOLD RESOURCES INC.ANNUAL REPORTTO ACCOMPANY MANAGEMENTINFORMATION CIRCULARFOR YEAR ENDED NOVEMBER 30, 2025 NOVAGOLD RESOURCES INC. OVERVIEW Weoperatein the gold mining industry, primarily focused on advancing the Donlin Gold project in Alaska. The Donlin Goldproject is held by Donlin Gold LLC (“Donlin Gold”), a limited liability companythat isowned by wholly-owned subsidiaries ofNOVAGOLDand Donlin Gold Holdings LLC, a subsidiary of Paulson Advantage Plus Master Ltd. and Paulson Partners LP (together,“Paulson”). Prior to June 3, 2025, Donlin Gold was owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick MiningCorporation (“Barrick”). We do not produce gold or any other minerals, and do not currently generate operating earnings. Funding to explore our mineralproperties and to operate the Company was acquired primarily through equity financings consisting of public offerings of ourcommonshares and warrants and throughpreviousdebt financing consisting of convertible notes, and the sale of assets. We expect to continueto raise capital through additional equity and/or debt financings, through the exercise of stock options, and other such means. We were incorporated by memorandum of association on December5, 1984, under the Companies Act (Nova Scotia) as1562756 Nova Scotia Limited. On January14, 1985, we changed our name to NovaCan Mining Resources (1985) Limited and onMarch20, 1987, we changed our name to NOVAGOLD RESOURCES INC. On May29, 2013, our shareholders approved thecontinuance of the corporation into British Columbia. Subsequently, we filed the necessary documents in Nova Scotia and BritishColumbia, and we continued under the Business Corporations Act (British Columbia) effective as of June10, 2013. The currentaddresses, telephone and facsimile numbers of our offices are: Corporate office400 Burrard Street, Suite 1860Vancouver, BC, Canada V6C 3A6Toll free (866) 669-6227Facsimile (604) 669-6272 Executive office201 South Main Street, Suite 400 Salt Lake City, UT, USA 84111Telephone (801) 639-0511Facsimile (385) 342-4620 NOVAGOLD RESOURCES INC. Corporate Structure As of November 30, 2025, we had the following material, direct and indirect, wholly-owned subsidiaries: NOVAGOLDResources Alaska, Inc., NOVAGOLD US Holdings Inc., NOVAGOLD USA, Inc.,andAGC Resources Inc.On December 1, 2024,NOVAGOLD (Bermuda) Alaska Limited, NOVAGOLD Resources (Bermuda) Limited and NOVAGOLD Argentina Inc. wereamalgamated with NOVAGOLD RESOURCES INC. The following chart depicts the corporate structure of the Company together with the jurisdiction of incorporation of each ofour material subsidiaries and related holding companies as of November 30, 2025. All ownership is 100% unless otherwise indicated. NOVAGOLD RESOURCES INC. Human Capital Resources On November 30, 2025, we had12full-time employees, of which four are located in Canada andeightare located in the UnitedStates. We also use consultants with specific skills to assist with various aspects of project evaluation, engineering, and corporategovernance. 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 a difference, and giving every employee a chance to be heard are among theCompany’s values. Our values extend to the communities in which we work. We have adopted a Human Rights Policy focused on ourcommitment 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 2025, 54% of our total workforce were women. Selection of individuals for executive and otherpositions with the Company is guided by the Company’sCode of Business Conduct and Ethicswhich “prohibits discrimination in anyaspect of employment based on race, color, religion, sex, national origin, disability or age.” Our board of directors (the “Board”) andmanagement acknowledge 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’sevaluation considers the broadest possible assessment of each candidate’s skills and background with the overriding objective ofensuring that we have the appropriate balance of skills, experience, and capacity that the Company needs to be successful. Inthe contextof this overriding objective, we have determined not to set targets for the percentage of women, or other aspects of diversity, in executiveofficer positions. NOVAGOLD is committed to fostering, cultivating, and preserving a culture of diversity, equity and inclusion. Our employeesare one of the most valuable assets we have. The collective sum of the individual differences, life experiences, knowledge, inventiveness,innovation, self-expression, unique capabilities, and talent that our em