NovaGold Resources Inc. (NG) Earnings Call Transcript

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

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?

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?

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

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.

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 Instructions] .