NOVAGOLD (NG) 2026财年第三季度业绩电话会：Donlin Gold交易与支出增加

核心要点

• NOVAGOLD公布2026财年第三季度净亏损为3600万美元，即每股亏损0.08美元，同比扩大2040万美元，主因Donlin Gold可行性研究支出和公司费用增加。
• 截至本季度末，现金和定期存款为3.434亿美元，第三季度减少了2680万美元。管理层表示，资金储备足以支持银行可行性研究、巴里克（Barrick）期票提前还款选择权以及至少12个月的公司一般及行政费用（G&A）。
• NOVAGOLD将2026财年公司G&A指引上调了1150万美元至3120万美元，反映出与拟议的Donlin Gold交易相关的法律和专业费用上升。
• 该公司旨在通过在纽约证券交易所上市的新设美国母公司整合Donlin Gold的100%股权。股东批准需要三分之二多数通过，在获得所需批准并满足相关条件的前提下，预计将于年底前完成交易。
• Donlin Gold银行可行性研究仍按计划将于2027年完成。NOVAGOLD在安克雷奇和温哥华的员工人数已从2026年初的35名扩大到70多名。
• 管理层将Donlin Gold定性为拥有约4000万盎司探明和控制资源量，平均品位约为每吨2.25克，预计前10年年产量约为130万盎司，在27年的矿山寿命期内年产量超过100万盎司。

关键财务数据

业务与运营业绩

主要战略进展是在一家新设的美国母公司下对Donlin Gold进行拟议整合。新NOVAGOLD将通过全股票交易收购Paulson持有的40%权益，持股比例从60%提高至100%。该重组将采用一比一换股方式，并在纽约证券交易所上市。

管理层表示，该交易将为NOVAGOLD股东的应占权益增加约1600万盎司探明和控制资源量，其中包括1300万盎司证实及概算储量。根据项目规划，其还将使应占年产量增加在前十年内超过52万盎司。

特别股东大会定于2026年11月3日举行，投票截止日期为10月30日。该交易需要获得三分之二的股东批准，以及法院、监管部门、上市及惯常交割条件。管理层预计将在2026年底前完成交割。

本季度Donlin Gold的技术工作持续推进。福陆（Fluor）正在与WSP、Worley和Hatch整合主要工作包，同时资源建模、矿山规划和岩土工程项目也在稳步推进。包括港口和进场道路走廊在内的关键地点的岩土工程工作预计将于秋季结束。

该公司任命Endeavour Financial和麦格理资本（Macquarie Capital）为财务顾问，评估融资替代方案。这些方案包括常规项目融资以及潜在的主权财富基金支持。管理层打算在推进银行可行性研究的同时制定融资策略。

NOVAGOLD还继续在阿拉斯加开展社区、基础设施和环境保护项目。公司发起了面向拟建管道走廊沿线190多个个人和实体的联络工作，并与当地原住民村落协调完成了2026年乔治河（George River）三文鱼监测项目，抽样检测了7000多条鱼。

管理层业绩指引

NOVAGOLD将2026财年公司G&A指引上调至3120万美元，较此前水平增加1150万美元。在拟议的Donlin Gold交易完成之前，预计法律和专业费用在2026财年余下时间及2027年初仍将保持在高位。

银行可行性研究计划于2027年完成。管理层还预计最终补充环境影响报告书将于2027年4月出具，而该项目七座大坝的详细设计包预计将于2026年底或2027年初完成。大坝安全证书预计将于2028年获得。

该公司表示，其3.434亿美元的资金储备应足以完成可行性研究、在本季度行使其提前偿还巴里克期票的选择权，并支付至少未来12个月的公司G&A开支。

风险与关注领域

Donlin Gold的整合仍需获得股东、法院、监管机构和上市批准，并满足惯常的交割条件。与交易相关的法律及专业成本预计在交易完成前将保持在高位。

NOVAGOLD继续支持阿拉斯加州政府维护该项目《清洁水法》第404条的许可认证。在联邦层面，美国陆军工程兵部队和土地管理局正在开展一项聚焦于假设更大规模尾矿泄漏的补充环境审查。管理层表示，所有许可证依然有效。

Donlin Gold目前仍处于开发阶段。完成银行可行性研究、融资安排、最终投资决策及后续开发里程碑事项仍有待推进。

问答环节亮点

董事长托马斯·卡普兰（Thomas Kaplan）表示，Donlin Gold获得了两党支持，并且已经拥有推进项目所需的联邦许可证。他补充道，日本、韩国和海湾国家对美国的投资承诺可能会创造融资机遇，不过尚未宣布具体的融资协议。

当被问及金价时，卡普兰表达了个人观点，认为长期来看金价可能达到5000美元并进一步走高。他的言论代表了宏观经济观点，而非公司指引或项目假设。

业绩电话会议完整文字记录

完整财报电话会议逐字稿

管理层陈述

Operator

Thank you for standing by. This is the conference operator. Welcome to [Audio Gap] Vice President, Corporate Communications. Please go ahead.

Melanie Hennessey

Good morning, everyone. We are pleased that you've joined us for NOVAGOLD's 2026 Third Quarter Webcast and Conference Call and for an update on the Don Gold project. On today's call, we have NOVAGOLD's Chairman, Dr. Thomas Kaplan, President and CEO, Greg Lang; and Peter Atomic, NOVAGOLD's Vice President and CFO. At the end of the webcast, we will take questions by phone. Additionally, we will respond to questions received by e-mail. Please note that while we provide commentary on our pending transaction to acquire 100% of Donlin Gold during the prepared remarks portion of today's call.

We will not be addressing any questions or providing further comments regarding the transaction during the Q&A portion of the call. For additional information regarding the transaction we direct you to the management information circular and proxy statements and other documents filed by NOVAGOLD with the SEC -- under the SEC's website and under NOVAGOLD's profile on SEDAR at at www.sedarplus.ca or from NOVAGOLD's website at novagold.com. As stated on Slide 3, any statements made today contain forward-looking information, such as projections and goals, which are likely to involve a in our areas are EDGAR and SEDAR filings and forward-looking disclaimers included in this presentation.

With that, I will now turn the presentation over to NOVAGOLD's President and CEO, Greg Lang. Greg?

Greg Lang

Thank you, Melanie. I will start my remarks by highlighting several key activities that took place during the quarter. Starting with positioning the company as the premier U.S. gold developer through a series of definitive agreements entered into on July 21. Under this proposed transaction, as depicted on Slide 5, a new U.S. domicile parent company, New NOVAGOLD will be established and listed on the New York Stock change. This will be done with a 1:1 share exchange, Dr. Thomas Kaplan, our current Chair, and John Paulson, will become co-chairs of New NOVAGOLD, inclusive of the existing ownership in NOVAGOLD, Austin will own approximately 40% and of New NOVAGOLD and its voting interest will be capped at 19.99%.

Once closed, New NovaGold will become the ultimate parent company acquiring Paulson's 40% interest in an all-share transaction and will then own 100% of Donlin Gold. This transaction requires 2/3 shareholder approval along with other court, regulatory listing and customary closing conditions. The meeting of special shareholders is scheduled for November 3, 2026, and the voting deadline is October 30, with closing expected by the end of the year. This transaction gives shareholders' equity in a well-capitalized developer with ownership of the strategic asset projected to be the largest single gold mine in the United States. With an anticipated market capitalization of about $5 billion. The transaction is expected to deliver immediate benefits to stakeholders by increasing net asset value, gold reserves and resources per share.

Specifically, it adds approximately 16 million ounces of and indicated resources, including 13 million ounces in proven and probable reserves. And this boosts the attributable annual production by over 520,000 ounces during the first decade. Beyond the numbers, consolidating ownership under one parent company streamlines to corporate decision-making and improved capital efficiency while maintaining independence governance through specific voting and lockup restrictions. The structure also creates a single plant of contact for our key stakeholders, including landowners, Calista Corporation and the Kuskokwim Corporation.

As highlighted on Slide 7, Donlin Gold is positioned to become one of the highest annual gold producers in the Americas on both a resource and production basis with projected production of approximately 1.1 million ounces per year over its 27-year mine life, comparing very favorably when looking at some of America's largest gold companies like Agnico Eagle, Equinox and others that are listed on the chart. As mentioned earlier, once the transaction closes, the company is expected to have a market capitalization of approximately $5 billion, placing it among some of the largest gold companies in the industry as shown on Slide 8. This transaction is immediately accretive on to NOVAGOLD shareholders across key share metrics, including NAV per share and gold resources per share.

In our view, having John Paulson and Dr. Thomas Kaplan, serve as co-chairs following the close of this transaction. will provide Nova goal with a uniquely aligned and experienced leadership team as the company advances Donlin Gold and considers opportunities to fund its future development. As shown on Slide 10, Mr. Paulson brings a distinguished track record as a gold investor, including his long-standing commitment to NOVAGOLD and his experience in identifying and investing in high-quality, differentiated gold assets. Combined with Dr. Kaplan's deep knowledge of Donlin Gold and long-standing leadership of NOVAGOLD, their shared conviction, complementary expertise, market reach and alignment with shareholders should position the company to advance the project efficiently and maximizing long-term shareholder value.

On Slide 11, we show NOVAGOLD's share price movement over the last 2 years. The strategic alignment between NOVAGOLD and Paulson has helped reignite investor confidence and share price momentum, reflecting the market's growing recognition of Donlin Gold's value and the potential benefits of a more streamlined ownership and development structure. As shown on Slide 12, Donlin Gold continued to extensively engage with government and regional stakeholders by supporting local programs across the Y-K region during the third quarter. This quarter, we coordinated with Calista to conduct a series of village visits, including a dedicated community meeting in Cricket Creek, the closest village to the project to provide general updates and discuss the subsystems plan. Additionally, we've facilitated several key initiatives for the subsistence Community Advisory Committee including meetings on communication plans and a tour of the Red Dog mine.

On the infrastructure front, we are advancing our planning along the proposed pipeline corridor. We've initiated outreach to over 190 individuals and entities in the region. By coordinating closely with legislatures in the neighborhood boroughs engaged with key decision makers at the state and local levels including recently holding briefings with Center Dugan Sullivan and collaborating with the DOE on permitting and infrastructure. Donlin's ongoing support of rural activities through Excel Alaska and health and safety initiatives provide key touch points in the region. Lastly, environmental stewardship remains a core priority. We completed the 2026 George River Salmon monitoring program in coordination with the native village of the pie much sampling over 7,000 fish, and we continued biodiversity monitoring at snowgults to further strengthen.

Turning to Slide 13, several work streams on the technical front continue to advance, the bankable feasibility study remains on track for completion in 2027. A team led by Fluor is currently integrated major work packages and coordinating with specialist contractors, including WSP, Worley and Hatch. Geotechnical work is wrapping up this fall and key sites including the June port and the Access Road Corridor, while resource modeling and mine planning are progressing as planned toward a high-quality bankable feasibility study. We are also scaling our internal capacity to support these technical and operational milestones.

Since the start of 2026, we have more than doubled our team from 35 to over 70 employees across Anchorage and Vancouver, and we continue to recruit for critical roles as the project advances toward a final investment decision. As shown on Slide 14, in the third quarter, we announced the appointment of Endeavor Financial and Macquarie Capital as financial advisers. They will help us evaluate various funding alternatives ranging from conventional project finance to potential support from sovereign wealth funds, ensuring that our financing strategy is executed in tandem with the bankable feasibility study to preserve long-term shareholder.

I will now turn the presentation over to NOVAGOLD's Vice President and Chief Financial Officer, Peter Adamek. Peter?

Peter Adamek

Thank you, Greg. Turning to our operating performance on Slide 16. And NOVAGOLD reported a fiscal 2026 third quarter net loss of $36 million or $0.08 per share. NOVAGOLD's net loss during the third quarter increased by $20.4 million from the comparable prior year period primarily due to higher Donlin Gold expenditures as a result of ongoing bankable feasibility study activities and higher NOVAGOLD G&A expenses partially offset by higher interest income in the current year. The company's share of Donlin Gold expenses in the third quarter of 2026 and was $16.6 million higher than the comparative prior year period due to ongoing 2026 activities by Fluor, WSP, Worley and Hatch to advance Donlin Gold's bankable feasibility study.

NOVAGOLD G&A expenses increased in the third quarter of 2026 by $5.7 million from the comparable prior year period primarily due to higher ongoing legal and professional fees related to the proposed transaction to acquire 100% of Donlin Gold announced on July 22, 2026. Legal and professional fees are expected to remain elevated for the balance of fiscal 2026 and into early 2027 until we complete the previously announced transaction. On Slide 17, our treasury comprising cash and term deposits decreased by $26.8 million to $343.4 million during the third quarter, reflecting $24.8 million of funding of Donlin Gold and $9.8 million of NOVAGOLD's corporate gene costs, partially offset by $3.8 million in interest income and $1.2 million in proceeds from the sale of marketable securities. Corporate G&A cash expenditures during the third quarter increased by $5.5 million, and our share of Donlin Gold funding increased by $16.7 million compared to the prior year for reasons discussed on the previous slide.

Moving to Slide 18. Our treasury at the end of the third quarter was at a very robust $343.4 million NOVAGOLD is well funded, enabling us to complete the Donlin Gold bankable feasibility study in 2027, exercise our option to prepay the Barrick promissory note during the current quarter and cover our corporate G&A costs for at least the next 12 months. As noted earlier, our legal and professional fees have been elevated in 2026 and are expected to remain elevated for the balance of the year and into early 2027 until we complete the previously announced transaction. As such, we have increased our 2026 corporate G&A guidance by $11.5 million to $31.2 million to support the completion of the transaction to acquire 100% of Donlin Gold.

I will now turn the presentation over to Greg to discuss the third quarter highlights

Greg Lang

Thank you, Peter. It's worth reflecting on the value created through the company's long-term commitment to advancing the Donlin Gold project. Over the past 2 decades, extensive drilling and exploration programs have significantly increased Donlin's reserves and resources. The company successfully advanced permitting for the Donlin Gold project, representing an important step in its development. In June 2025, NOVAGOLD and Paulson jointly acquired Barrick's 50% increase in Donlin increasing NOVAGOLD's ownership to 60% and Paulson's to 40. Looking even further back, a key milestone occurred in 2008 and 2010, when Electrum and Paulson became major shareholders of NOVAGOLD. That commitment has continued through recent announcements to consolidate Paulson's remaining interest in Donlin, bringing NOVAGOLD ownership to 100%. These events, combined with the projects attributes of scale, grade, location and production profile, underpin the value creation and incredible investment opportunity.

Many of our shareholders view NOVAGOLD as an unexpiring warrant on an ounce of gold. On Slide 21, the bar chart illustrates the post-tax net present value at various gold prices, both on the current ownership basis and a pro forma basis following the proposed consolidation with gold prices above $4,000 an ounce. This reflects a value of over $50 billion at a 0% discount rate. or approximately $20 billion and a 5% discount rate. This projection underscores the substantial economic potential of the Donlin Gold project in the current market environment. As Slide 22 highlights DonanGold is positioned to become 1 of the highest annual gold producers in the world, projected to produce 1.3 million ounces annually in the first 10 years of production and over 1 million ounces annually over its 27 year mine life.

Looking at Slide 23. Donlin Gold hosts approximately 40 million ounces of measured and indicated resources at an average grade of about 2.25 grams per tonne. This is more than twice the industry average. The project's exceptional scale, strong grade and long mine life provide a robust foundation for value creation and position Donlin to remain resilient across a wide range of gold price environments. Moving on to Slide 24. We believe there are significant exploration opportunities beyond the current resources in the ACMA and Lewis pits, and illustrated in the graphic in the upper right-hand corner, which covers approximately 3 kilometers of the 8-kilometer gold-bearing trend, representing just a small portion of our overall land package. This underscores the potential to add ounces and extend the mine life through further exploration.

As Slide 10 outlines Donlin Gold's current permitting status and the advantages of its location in Alaska with a well-established regulatory framework and supportive approach to responsible resource development. Collaboration with state and federal agencies remains constructive. At the state level, we continue to support Alaska in defending the Clean Water Act Section 404 certification, with a decision anticipated within the coming year following oral arguments, which were made on June 3, this year. At the federal level, the Army Corps of Engineers and the Bureau of Land Management published the supplemental environmental impact statement on September 23 of this year, analyzing a larger theoretical tailings release. All permits remain in place with public comments opened through October 23 and the final EIS anticipated in April 2027.

Dam Safety permitting also advanced as expected. With detailed design packages for the project 7 dams, anticipated by the end of the year or early '27 and the issuance of dam safety certificates is expected in 2028. On Slide 26, we highlight a quote from Governor Mike Dunlevy, who's expressed strong backing of responsible resource development in Alaska including the Donlin Gold project. We appreciate his advocacy and look forward to continuing open and construction communications with him and his team. Turning to Slide 27. We highlight our long-standing collaboration and ongoing engagement with Calista and TKC, whose roles at private landowners are integral to the success of Donlin Gold. Their shared commitment to responsible development grounded in deep local knowledge and stewardship support job creation, long-term economic opportunities and the preservation of cultural heritage across the Y-K region.

NovaGold is supported by a seasoned management team, as shown on Slide 28 with a proven track record of mine development across the Americas. Our team is complemented by the Donlin Gold project execution team, including our Frank and supported leading contractors, including Fluor, WSP, Worley and Hatch. Together, they ride technical and project execution expertise to advance Donlin Gold efficiently, responsibly and with a strong focus on execution discipline. We deeply appreciate the continued support and confidence of our long-term shareholders, some of whom are highlighted on Slide 29. And NOVAGOLD remains committed to responsibly advancing the Donlin Gold project, delivering on key milestones and fulfilling our commitments. We should securely thank our shareholders, stakeholders, our Board of Directors and the entire Donlin Gold team for their continued support, trust dedication and hard work.

The recently announced consolidation of Donlin Gold represents an important milestone for our shareholders, simplifying the ownership structure and increasing NOVAGOLD's direct exposure to the significant value and long-term potential of the project. We believe this positions NOVAGOLD to capture greater value from Donlin Gold for the benefit of our shareholders as we continue to advance the project and build over the momentum created in the last year. In closing, Slide 30 summarizes the core attributes that distinguish Donlin Gold as a truly differentiated asset within the global gold sector. Donlin Gold combines exceptional scale, high-grade open pit mineralization along mine life, no projected operating costs, significant exploration potential and a stable jurisdiction.

A project that stands out part among large-scale gold development opportunities. With the bankable feasibility study and subsequent stages of development ahead Donlin Gold is supported by an experienced leadership and project execution team, strong relationships with local landowners and a clear commitment to responsible development, providing a strong foundation for disciplined advancement and long-term shareholder value. Operator, we are now prepared to take questions.

Melanie Hennessey

Again, please remember that we will not be addressing any questions or providing further comments regarding the pending transaction during the Q&A portion of the call.

Operator

[Operator Instructions] .

Melanie Hennessey

We have a few questions from the line of Mat Covas online. Last quarter, Matt thanked you for your integrity and family perspective regarding NOVAGOLD, and that's directed to Dr. Kaplan. Again, thank you for your commitment not to get political, but the current administration seems very bullish in the progression of mining precious metals. Would you see any reason to expedite -- what are your thoughts on the administration?

Thomas Kaplan

First of all, thank you for the question, and thank you for your continued support for NOVAGOLD. Thank you. One of the very nice things about the Donlin project is that we haven't been a political football. We were permitted under President Obama. Those permits were defended under President Biden. Needless to say, the Trump administration has expressed a very ardent passion for Alaska. And we do benefit from that. We haven't had to request assistance regarding permitting because we have the permits that we need to advance. We have our federal permits, so we haven't needed the support of the administrations, but we've always had it.

We've had bipartisan political support in Alaska. If there are opportunities to be able to accelerate the time line for Donlin and I think that there could be. They involve the fact that a number of countries have committed hundreds of billions of dollars to investment in the United States, Japan $550 billion, Korea $350 billion, countries in the Gulf, the UAE, et cetera, hundreds and hundreds of billions of dollars. Being able to participate in what will be the largest single gold mine in the United States in a bull market in gold located in a state that is already the second largest gold producer in the United States after Nevada. We believe that this is a very compelling case for those who want to invest in the United States to be able to do so.

If you're an Asian country and your investment is on the Pacific Coast of Alaska already investment grade for you. That's not a deterrent. It's the opposite. It's an inducement. And similarly, all the countries that I mentioned are bullish consumers of gold. The Japanese, the Emirates, the South Korean Central Bank has officially reinitiated its gold purchase program. So we do believe that we benefit from the tailwinds of the gold bull market. We benefit from the tailwinds of gravitation towards jurisdictional safety. We benefit from the tailwinds of those who have made commitments to investing in the United States under this administration. Being able to see that one of -- one of the offerings in the buffet, is America's largest gold mine, which we think is going to assist us in the financing that we are working on in parallel with all of the work that you heard Greg referring to on the ground.

Melanie Hennessey

Thank you. The next question is also from the line of Matt Kovac and addressed to Dr. Kaplan. I have been hearing a rumor of an 8-year bull cycle coming to an end for gold soon. Do you believe that we will see a gold price near 5,000 in the next 6 months? Thanks again, Matt.

Thomas Kaplan

The short answer is yes. But the bigger answer is, I believe that we are just in the foothills of the gold bull market. I don't see this as an 8-year bull market. I see this as being a pullback within the context of a much longer wave that will take gold far beyond 5,000, it will take gold far beyond the highs this year. And in fact, I have said publicly that I can easily see gold going into the tens of thousands. I believe that we have not even gotten started. And the comparison that I make and I did this before we had the peak in the pullback is to the Dow Jones, which began its bull market when it broke through 1,000 definitively and around 1980, reached 3,650-ish. We had the crash of 1987, which you can barely see on a long-term chart. It's so tiny in comparison to what happens next that took it down to about $2,650, and then it began to chug along to taking us to 50,000.

I think that we are embarked upon something, the likes of which people have not really had the opportunity to experience since the great bull market in the equities markets of the last decades. So the short answer is, yes. We are going to see 5,000. The longer answer is, I believe that, that is just scratching the surface of one of the biggest bull markets that will have been seen in modern history. For many years, people would ask me which currency to own. And I would say if you're looking at what I would call colloquially paper currencies unless you are nimble and can look at things like the Swiss franc or the Singapore dollar, et cetera, go for the U.S. dollar. All paper currencies are toilet tissue, but the U.S. dollar for a number of reasons, is double ply. And I would say, but if you want the currency, that's going to be the best performer against everything that's gold.

And both of those things, I think, have been good advice. People would say that seems mutually exclusive to say buy the dollar and buy gold. And I said, that's a myth. There are many myths about gold. There was a myth that you have to have strong commodities for gold to prosper. It's not true. Oil is barely where it was 20 years ago. You don't need to have inflation. We didn't have inflation in gold multiplied in value. The dollar is stronger now than it was 20 years ago. So what you're really dealing with is a duck. It looks like a duck, tastes like a duck, tastes like a duck, it walks like a duck, it's a duck. And I can't say what I think the dollar will do against other paper currencies. I really don't know because we're in a very, very different environment when it comes to the underpinnings of what made the dollar double ply. So I'm just agnostic.

But my comment has been against gold, the dollar will collapse. And if you look at gold through that lens, if you take the chart, which shows gold going parabolic, and you just flip it over, I would ask you to see it as a currency against the dollar, and it's very daunting to be a dollar bull against gold. So it's a long-term trend. We're in the early phases of it, like I would say, the 1987-ish washout that we saw in the Dow Jones but this is not over at all. And this pullback, whenever it ends, will be, to my mind, if past is prologue, the definitive and leading to the next long wave in gold.

Melanie Hennessey

Thank you. With no further questions, I will hand it back over to Greg for closing remarks.

Greg Lang

Well, thank you, Melanie, and thank you, everyone, for taking the time to listen to our quarterly update today. Take care. .

Operator

This brings to a close today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.