諾瓦黃金 (NG) 2026 財年第三季財報電話會議：Donlin Gold 交易與支出增加

重點摘要

• NOVAGOLD 公布 2026 財年第三季淨虧損為 3,600 萬美元，即每股虧損 0.08 美元，比起去年同期擴大 2,040 萬美元，主因 Donlin Gold 可行性研究支出與公司成本增加。
• 截至本季末現金及定期存款為 3.434 億美元，第三季減少 2,680 萬美元。管理層表示，資金儲備足以支付銀行可接受的可行性研究、Barrick 本票提前還款選擇權以及至少 12 個月的公司一般及行政費用。
• NOVAGOLD 將 2026 財年公司一般及行政費用指引調升 1,150 萬美元至 3,120 萬美元，反映與擬議 Donlin Gold 交易相關的法律及專業費用增加。
• 該公司旨在透過於紐約證券交易所上市的美國新母公司，整合 Donlin Gold 100% 的所有權。股東批准需要三分之二的多數票，在獲得所需批准並滿足條件的前提下，預計將於年底前完成交易。
• Donlin Gold 銀行可接受的可行性研究仍按計畫將於 2027 年完成。NOVAGOLD 在安克拉治與溫哥華的員工人數已從 2026 年初的 35 人擴增至 70 多人。
• 管理層指出，Donlin Gold 約擁有 4,000 萬盎司的測得及指示資源量，平均品位約為 每噸 2.25 克；預計前 10 年年產量約 130 萬盎司，在 27 年的礦山壽命期內年產量將超過 100 萬盎司。

關鍵財務數據

業務與營運表現

主要的戰略發展是擬在一家新的美國註冊母公司下整合 Donlin Gold。新 NOVAGOLD 將透過全股票交易收購 Paulson 的 40% 股權，將持股比例從 60% 提升至 100%。重組將採用一比一的換股方式，並在紐約證券交易所上市。

管理層表示，該交易將為 NOVAGOLD 股東應占權益增加約 1,600 萬盎司的測得及指示資源量，其中包括 1,300 萬盎司的證實及推定儲量。根據專案計畫，這也將使前十年的應占年產量增加 52 萬盎司以上。

股東特別大會預定於 2026 年 11 月 3 日召開，投票截止日期為 10 月 30 日。該交易需取得三分之二股東批准，並符合法院、監管、上市和習慣性交割條件。管理層預計於 2026 年底前完成交割。

Donlin Gold 的技術工作在本季持續推進。Fluor 正與 WSP、Worley 及 Hatch 整合主要工作包，同時資源建模、採礦規劃與岩土工程計畫亦持續進展。包括港口和進出道路通道在內的關鍵地點岩土工程預計將於秋季結束。

該公司委任 Endeavour Financial 及 Macquarie Capital 擔任財務顧問以評估融資方案。這些方案包括傳統專案融資以及潛在的主權財富基金支持。管理層打算配合銀行可接受的可行性研究來制定融資策略。

NOVAGOLD 也繼續在阿拉斯加推動社區、基礎設施與環保計畫。公司開始主動聯繫擬建管道通道沿線 190 多個個人與實體，並與當地原住民村落合作完成 2026 年 George River 鮭魚監測計畫，抽樣檢測超過 7,000 條魚。

管理層指引

NOVAGOLD 將 2026 財年公司一般及行政費用指引調升至 3,120 萬美元，較先前的水準增加 1,150 萬美元。在擬議的 Donlin Gold 交易完成前，預計 2026 財年剩餘時間及 2027 年初的法律與專業費用將維持高檔。

銀行可接受的可行性研究預定於 2027 年完成。管理層還預計最終補充環境影響評估報告將於 2027 年 4 月公布，而該專案 7 座水壩的詳細設計方案預計於 2026 年底或 2027 年初出爐。水壩安全證書預計於 2028 年取得。

該公司表示，其 3.434 億美元的資金儲備應足以完成可行性研究、在本季行使提前償還 Barrick 本票的選擇權，並支應至少未來 12 個月的公司一般及行政費用。

風險與關注領域

Donlin Gold 的整合仍需取得股東、法院、監管機構與上市批准，並滿足習慣性交割條件。在交易完成前，與交易相關的法律及專業費用預計將維持高檔。

NOVAGOLD 繼續支持阿拉斯加州政府捍衛該專案的《清潔水法案》第 404 條認證。在聯邦層級，陸軍工程兵團與土地管理局正在針對較大規模的假設性尾礦排放進行補充環境審查。管理層表示，所有許可證目前依然有效。

Donlin Gold 仍處於開發階段。完成銀行可接受的可行性研究、融資安排、最終投資決定以及後續的開發里程碑仍有待推進。

問答環節重點

董事長 Thomas Kaplan 表示，Donlin Gold 已獲得跨黨派支持，並已取得推進所需的聯邦許可證。他補充說明，日本、韓國及海灣國家對美國的投資承諾可能會創造融資機會，但目前尚未宣布具體的融資協議。

在被問及金價時，Kaplan 表達了他的個人觀點，認為長期而言金價可能達到 5,000 美元並進一步走高。他的言論代表宏觀經濟觀點，而非公司指引或專案假設。

完整電話會議紀錄

完整財報電話會議逐字稿

管理層陳述

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.