Novagold Resources Inc.

Item 1A.

Risk Factors

Except as set forth below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended November 30, 2024, as filed with the SEC on January 23, 2025. The risk factors in our Annual Report on Form 10-K for the year ended November 30, 2024, , in addition to the other information set forth in this quarterly report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.

We are dependent on the cooperation of a third party in the explorIncreases in energy prices and inflation and development of our Donlin Gold project.

Our success with respect to the Donlin Gold project depends on the cooary pressures could materially increase our capital and operation of the co-owner of Donlin Gold. We currentng costs and adversely hold a 60% economic interest in Donlin Gold and affect the remaining 40% eeconomic interest is held by a third parviability that is not under of our control or direction. However, governance of Donlin Gold is shared on an equal basis, so we will continue to be dependent on the cooperatioprojects.

Global energy markets have experienced significant volatility, including increases in of a third party for the progress ail and development of the Donlin Gold project. The third party may have different priorities which could impact the timing and cost of fuel prices associated with geopolitical development of the Donlin Gold project. If the third party defaults on its agreements with us, with or without our knowledge, it may put the mineral property and related assets at risk. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our ability to achieve our business plan, profitability, or the viability of our interests held with the third party, which could have a material adverse impact on our business, future cash flows, earnings, results of operations and financials involving Iran and disruptions to shipping through the Strait of Hormuz. Prolonged disruptions in global energy supply or transportation routes may lead to sustained increases in oil and other energy prices.

Energy costs are a significant condition: (i) disagreememponent withof the third party on how to cost of developing and operate the Donlin Gold ing mining project efficiently; (ii) inability to exerts. Sustained influence over certain strategic decisions made creases in respectthe price of the jointly-governed Donlin Gold project; (iii) inability of oil, fuel, power and othe third party to meetr energy inputs may increase their obligations to Donlin Gold or other parties; and (iv) litigation with the third party regarding joint business matters.

Despite our ownership of 60% of  cost of construction, transportation, equipment operation and the membership interests of Donlin Gold, our voting interests are production and delivery of contractually reducsumables used in the AR LLC Agreement.

Consistent with the Prior LLC Agreement, the funding for Donlin Gold is 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 expensmining operations. Higher energy prices may also contribute to broader inflationary pressures of Donlin Gold; however, even though Paulson holds 40% affecting the costs of Donlin Gold, the parties have equal governance rights. Thilabor, materials, equipment, reagents, contractors adjustment to nd othe partir services voting interests as set required forth in  the AR LLC Agreedevelopment means that (i) NGRAs voting and opercentage interests are defined as its participating interest from time to time less an absolute 10% and (ii) Paulsons voting percentage interests are defined as its participation of our projects.

Estimated capital costs, operating interest from time to time plucosts, production levels an absolute 10%. For thisd economic reason, even though NGRA holds 60% ofturns for the membership interests of Donlin Gold, the Company has a 50% voting interest at Donlin Gold, not 60%. These dispropor project are based on assumptionatelys reduced votgarding rights may reduce , among othe value attributed to our interestr things, in Donlin Gold and reduces our ability to assert our proportionate rights at the project.

We identified a deficiency in our disclosure controlput costs, energy prices, supply chains and procedures in the quarter ended August 31, 2025 which has been remediinflation. If energy prices remain elevated. If we fail to maintain an effective system of disclosure control or inflation persists, our ability to produce timely and accurate public disclosure or comply with applicable laws and regulations could be impeded.

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Duractual costs may be signifing the quarter ended August 31, 2025, we did not timecantly file a Current Report on Form 8-K with respect to the resignation of a member of our Board of Directorhigher than our current estimates. During the quarter, the Company took remedial action, as discussed in more detail in Part II, Item 4 Controls and Procedures. We cannot be Higher costs or increased uncertain that the measures we have taken to date, and actions we may take in the ty regarding future, will be sufficient to prevent or avoid potential future disclosure failures. Our current controls and any new controls that we  costs could adversely affect project develop may become inadequate because of changes in conditions in our business or otherwise. Further, weaknesses in our disclosure controls may be discovered in the future. Any failument decisions, reduce projected economic returns, require to develop or maintain effective controlsadditional financing or any difficulties encounteredresult in their implementation or improvedelays in development could harm our operating results or cause us to fail to meet our reporting obligations and may impact our ability to access capital markets on a timely basis, which may result in investor construction. Any of these factors losing confidence in the accuracy and completeness of our periodic reports could materially and adversely affect the market price of our common shaour business, financial condition, res. As a results of the delinquent filing of operations and the Form 8-K, we will not be eligible to use Form S-3 to register oeconomic viability of our securities with the SEC until July 2026projects.