NOVAGOLD Resources Inc 2025年年度报告

NOVAGOLD RESOURCES INC.ANNUAL REPORTTO ACCOMPANY MANAGEMENT INFORMATION CIRCULAR CORPORATE OFFICE400 Burrard Street, Suite 1860Vancouver, British ColumbiaCanada V6C3A6Tel: 604-669-6227 or 866-669-6227Fax: 604-669-6272Website:www.novagold.com EXECUTIVEOFFICE201 South Main Street, Suite 400Salt Lake City, UtahUSA 84111Tel: 801-639-0511Fax:385-342-4620 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 Mining 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 continue 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 current Corporate office400 Burrard Street, Suite 1860Vancouver, BC, Canada V6C 3A6Toll free (866) 669-6227Facsimile (604) 669-6272 Executive office201 South Main Street, Suite 400Salt 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. were 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 our 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’s 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, NOVAGOLD is dedicated to creating an inclusive work environment for everyone. We embrace and celebrate the uniqueexperiences, perspectives, and cultural backgrounds that each employee brings to our workplace. NOVAGOLD strives to foster anenvironment where our employees feel respected, valued, and empowered, and our team members are at the forefront in helping us NOVAGOLD’s diversity initiatives are applicable—but not limited—to our practices and policies on recruitment and selection;compensation and benefits; professional development and training; promotions; and the ongoing development of a work environmentbuilt on the premis