DEF 14A of Novagold Resources Inc, Mar 25, 2026

DEF 14A of Novagold Resources Inc

Filed Mar 25, 2026 · FY20250001140361-26-010977

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board of Directors recommends a vote FOR the election of the director nominees named in this proxy statement. See pages 6-8 and 26-37 for further information on the nominees.

  2. Election of Directors

    Election of Directors According to the Articles of the Company, the Board shall consist of not less than three and no more than such number of Directors to be determined by resolution of Shareholders. The number of Directors has been set at ten. The proposed nominees in the list that follows, in the opinion of management, are well qualified to direct the Company’s activities for the ensuing year and have confirmed their willingness to serve as Directors, if elected. The term of office of each Director elected will be until the next annual meeting of the Shareholders of the Company or until a successor is elected or appointed, unless the Director’s office is vacated earlier, in accordance with the Articles of the Company and the provisions of the Business Corporations Act (British Columbia). The Board has adopted a Majority Voting Policy stipulating that Shareholders shall be entitled to vote in favor of, or withhold from voting for, each individual director nominee at a Shareholders’ meeting. If the number of Common Shares “withheld” for any nominee exceeds the number of Common Shares voted “for” the nominee, then, notwithstanding that such Director was duly elected as a matter of corporate law, the Director shall immediately tender their written resignation to the Chair of the Board. The Corporate Governance and Nominations Committee will consider such offer of resignation and will make a recommendation to the Board concerning the acceptance or rejection of the resignation. No Director who is required to tender their resignation pursuant to this policy shall participate in the Corporate Governance and Nominations Committee’s deliberations or recommendations or in the Board’s deliberations or determination. The Board must take formal action on the Corporate Governance and Nominations Committee’s recommendation within 90 days of the date of the applicable Shareholders’ meeting and shall announce its decision promptly by press release, including the reasons for its decision. The resignation will be effective when accepted by the Board. The Board will be expected to accept the resignations tendered pursuant to this policy, absent exceptional circumstances. If the Board declines to accept a resignation tendered pursuant to this policy, it will include in the press release the reason or reasons for its decision. See “Statement of Corporate Governance Policies – Majority Voting Policy.” In the absence of a contrary instruction, the person(s) designated in the form of proxy by the Company intend to vote FOR the election of the nominees whose names are set forth below. If, prior to the Meeting, any of the listed nominees shall become unavailable to serve, the persons designated in the proxy form will have the right to use their discretion in voting for a properly qualified substitute. Management does not contemplate presenting for election any person other than these nominees but, if for any reason management does present another nominee for election, the proxy holders named in the accompanying form of proxy reserve the right to vote for such other nominee at their discretion unless the Shareholder has specified otherwise in the form of proxy.

  3. Election of Directors

    | Name, Province or State and Country of Residence | Age | Independence | Principal Occupation | Director Since | 2025 AGM Votes in Favor(13) (%) | Meets Share Ownership Guidelines(14) | | Dr. Elaine Dorward-King Utah, USA(1)(5) | 68 | Independent | Corporate Director | 2020 | 93.96 | Yes(7) | | Ali Erfan Monaco | 60 | Non-Independent | Vice-Chairman of The Electrum Group | 2025 | N/A | In Progress(8) | | Dr. Thomas Kaplan(4) New York, USA | 63 | Non- Independent | Chairman and Chief Executive Officer of The Electrum Group | 2011 | 99.34 | Yes | | Hume Kyle(2)(6) Ontario, Canada | 65 | Independent | Corporate Director | 2023 | 99.27 | Yes(9) | | Gregory Lang(3)(5) Texas, USA | 71 | Non- Independent | President and Chief Executive Officer of NOVAGOLD RESOURCES INC. | 2012 | 99.74 | Yes | | Kalidas Madhavpeddi(1)(6) Arizona, USA | 70 | Independent | President of Azteca Consulting LLC | 2007 | 85.04 | Yes |

  4. Election of Directors

    Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-228-8818 or 1-416-623-2514 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com. To obtain information about voting your NOVAGOLD Common Shares, please visit www.NOVAGOLDAGM.com.

  5. Election of Directors

    | Name, Province or State and Country of Residence | Age | Independence | Principal Occupation | Director Since | 2025 AGM Votes in Favor(13) (%) | Meets Share Ownership Guidelines(14) | | Kevin McArthur(3) Nevada, USA | 71 | Independent | Corporate Director | 2022 | 98.30 | Yes(10) | | Daniel Muñiz Quintanilla(1) (3) Madrid, Spain | 52 | Independent | Chairman of Sinda Ltd., Vice-Chairman of Sunshine Silver Mining & Refinery Company and Founding Partner, Axkan Capital Partners S.L. | 2023 | 94.03 | Yes(11) | | Ethan Schutt(2)(5) Alaska, USA | 52 | Independent | Chief Legal Officer and Executive Vice President of Bristol Bay Native Corporation | 2019 | 99.63 | Yes | | Dawn Whittaker(2)(6) Ontario, Canada | 65 | Independent | Corporate Director | 2023 | 97.95 | Yes(12) |

  6. Election of Directors

    | (1) Member of the Compensation Committee. |

  7. Election of Directors

    | (2) Member of the Corporate Governance and Nominations Committee. |

  8. Election of Directors

    | (3) Member of the Engineering and Technical Committee. |

  9. Election of Directors

    | (4) Chairman of the Board. |

  10. Election of Directors

    | (5) Member of the Sustainability Committee. |

  11. Election of Directors

    | (6) Member of the Audit Committee. |

  12. Election of Directors

    | (7) Dr. Dorward-King has met her share ownership requirements as Director as of November 30, 2025. |

  13. Election of Directors

    | (8) Mr. Erfan was elected to the Board in July 2025 and has until July 2030 to meet the Share Ownership Guidelines. |

  14. Election of Directors

    | (9) Mr. Kyle has met his share ownership requirements as of November 30, 2025. |

  15. Election of Directors

    | (10) Mr. McArthur has met his share ownership requirements as of November 30, 2025. |

  16. Election of Directors

    | (11) Mr. Muñiz, has met his share ownership requirements as of November 30, 2025. |

  17. Election of Directors

    | (12) Ms. Whittaker has met her share ownership requirements as of November 30, 2025. |

  18. Election of Directors

    | (13) See NOVAGOLD’s news release and Report of Voting Results filed on SEDAR+ May 20, 2025. |

  19. Election of Directors

    | (14) Based on share ownership as of November 30, 2025. The Board adopted a policy requiring each Director to maintain a minimum holding of Common Shares and/or DSUs equal to $128,400. See “Directors’ Share Ownership” beginning on page 84 for details on the number of securities beneficially owned, or controlled or directed, directly or indirectly, by each proposed Director. |

  20. Election of Directors

    Mr. Kyle, a nominee for Director of the Company, served as a non-executive director of Stornoway Diamond Corporation (“Stornoway”) until November 1, 2019. Stornoway filed for protection under the Canadian Companies’ Creditors Arrangement Act (the “CCAA”) on September 9, 2019. The CCAA process was concluded by order of the Superior Court of Quebec in November 2019 and Stornoway’s operating subsidiary emerged from such process, continuing its operations on a going concern basis after the successful implementation of Stornoway’s restructuring transactions. In November 2019, Stornoway made a voluntary assignment into bankruptcy pursuant to the Canadian Bankruptcy and Insolvency Act. Mr. Muñiz, a nominee for Director of the Company, serves as a non-executive director of First Majestic Silver Corp., and served as a non-executive director of Gatos Silver Inc. (“Gatos”) prior to its acquisition by First Majestic Silver Corp. on January 16, 2025. On March 18, 2022, Gatos announced a delay in the filing of its annual report on Form 10-K for the year ended December 31, 2021, and the CEO and CFO certificates relating to the annual filings beyond the prescribed deadline. On May 13, 2022, August 5, 2022 and November 11, 2022, Gatos announced a delay in the filing of its interim financial filings on Form 10-Q and the CEO and CFO certificates relating to the quarterly filings beyond the prescribed deadlines, for the quarterly periods ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively. Gatos applied to the applicable Canadian securities regulatory authorities for a management cease trade order which was granted on April 1, 2022, and subsequently further management cease trade orders were granted on April 12, 2022 and July 7, 2022. All the filing defaults were remedied and all of the foregoing management cease trade orders were allowed to lapse/expire as of June 29, 2023. Mr. Erfan, a nominee for Director of the Company, also served as a non-executive director of Gatos prior to its acquisition by First Majestic Silver Corp. on January 16, 2025. On March 18, 2022, Gatos announced a delay in the filing of its annual report on Form 10-K for the year ended December 31, 2021, and the CEO and CFO certificates relating to the annual filings beyond the prescribed deadline. On May 13, 2022, August 5, 2022 and November 11, 2022, Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-228-8818 or 1-416-623-2514 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com. To obtain information about voting your NOVAGOLD Common Shares, please visit www.NOVAGOLDAGM.com. Gatos announced a delay in the filing of its interim financial filings on Form 10-Q and the CEO and CFO certificates relating to the quarterly filings beyond the prescribed deadlines, for the quarterly periods ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively. Gatos applied to the applicable Canadian securities regulatory authorities for a management cease trade order which was granted on April 1, 2022, and subsequently further management cease trade orders were granted on April 12, 2022 and July 7, 2022. All the filing defaults were remedied and all of the foregoing management cease trade orders were allowed to lapse/expire as of June 29, 2023. Dr. Dorward-King, a nominee for Director of the Company, served as a non-executive director of Nevada Copper Corp. (“Nevada Copper”) until May 5, 2025, when Nevada Copper completed its joint plan of liquidation confirmed by the Bankruptcy Court of the District of Nevada on April 17, 2025 in its Chapter 11 proceedings. Nevada Copper and five affiliated companies filed a voluntary petition for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Nevada on June 10, 2024. On August 20, 2024, the British Columbia Securities Commission issued a cease trade order against Nevada Copper for failure to file interim financial statements for the period ended June 30, 2024, which has not been remedied to date. Nevada Copper’s common shares and warrants were delisted from the Toronto Stock Exchange as of the close of business on August 21, 2024. Refer to the Section titled “Information Concerning the Board of Directors, Director Nominees, and Executive Officers” beginning on page 26 of this Circular for further information regarding the above Directors and Director nominees.

  21. INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS

    INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to our Directors, Director nominees and executive officers. The term for each Director expires at the next annual meeting of Shareholders or at such time as a qualified successor is appointed, upon ceasing to meet the qualifications for election as a director, upon death, upon removal by the Shareholders or upon delivery or submission to the Company of the Director’s written resignation, unless the resignation specifies a later time of resignation. Each executive officer shall hold office until the earliest of the date the officer’s resignation becomes effective, the date a successor is appointed or the officer ceases to be qualified for that office, or the date the officer is terminated by the Board of Directors of the Company. The name, location of residence, age, and office held by each Director, Director nominee and executive officer, current as of March 5, 2026, has been furnished by each of them and is presented in the following table. Unless otherwise indicated, the address of each current Director, and executive officer in the table set forth on the following page is care of NOVAGOLD, 201 South Main Street, Suite 400, Salt Lake City, Utah 84111, United States.

  22. INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS

    | Name and Municipality of Residence | | Position Held | Independent | Committee Memberships | | | | | | | | | | AC | CC | SUS | CGN | E&T | | | Dr. Elaine Dorward-King Utah, USA Age: 68, Director Since: 2020 | Lead Director | | | | C | | | | | Ali Erfan Monaco Age: 60, Director Since: 2025 | Director | | | | | | | | | Dr. Thomas Kaplan New York, USA Age: 63, Director Since: 2011 | Board Chair | | | | | | | | | Hume Kyle Ontario, Canada Age: 65, Director Since: 2023 | Director | | C | | | | | | | Gregory Lang Texas, USA Age: 71, Director Since: 2012 | Director, President and CEO | | | | | | | | | Kalidas Madhavpeddi Arizona, USA Age: 70, Director Since: 2007 | Director | | | C | | | | | | Kevin McArthur Nevada, USA Age: 71, Director Since: 2022 | Director | | | | | | C | | | Daniel Muñiz Quintanilla Madrid, Spain Age: 52; Director Since: 2023 | Director | | | | | | | | | Ethan Schutt Alaska, USA Age: 52, Director Since: 2019 | Director | | | | | | | | | Dawn Whittaker Ontario, Canada Age: 65; Director Since: 2023 | Director | | | | | C | | | | Richard Williams Texas, USA Age: 65, Officer Since: 2024 | Vice President and COO | n/a | n/a | n/a | n/a | n/a | n/a | | | Peter Adamek Utah, USA Age: 50, Officer Since: 2024 | Vice President and CFO | n/a | n/a | n/a | n/a | n/a | n/a |

  23. INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS

    | C | Committee Chair | SUS | Sustainability Committee | | AC | Audit Committee | CGN | Corporate Governance and Nominations Committee | | CC | Compensation Committee | E&T | Engineering and Technical Committee |

  24. INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS

    The Securities Held listed below for each Director nominee and NEO are as of November 30, 2025. Determination of whether each person meets the share ownership guidelines is determined by calculating the number of Common Shares and DSUs, if applicable, owned by each person, multiplied by the closing price of the Common Shares on November 30, 2025 on the NYSE American.

  25. Independent

    Independent

  26. Director Since 2020

    Director Since 2020 Elaine Dorward-King, Ph.D. Dr. Elaine Dorward-King has spent the majority of her career in mining, most recently serving as a non-executive director of four listed mining companies. From March 2013 until June 2019, she served as Newmont Mining Corporation’s (“Newmont”) Executive Vice President of Sustainability and External Relations, and from June 2019 until January 2020 she served as Newmont’s Executive Vice President of Environmental, Social and Governance Strategy. Prior to joining Newmont, Dr. Dorward-King spent 20 years with Rio Tinto, one of the world’s largest diversified producers of metals and minerals, in general management and Environmental Health and Safety leadership roles. Dr. Dorward-King has over 30 years of leadership experience in creating and implementing sustainable development, safety, health and environmental strategy, and programs in mining, chemical, and engineering consulting sectors. Currently, Dr. Dorward-King serves on the board of directors of Kenmare Resources plc and Sibanye-Stillwater. Dr. Dorward-King holds a Bachelor’s Degree from Maryville College and received a PhD in Analytical Chemistry from Colorado State University. Dr. Dorward-King was inducted into the National Academy of Engineering in September 2024. The Board has determined that Dr. Dorward-King should serve as a Director so the Company can benefit from her experience as an industry leader in the development and implementation of environmental health, safety and sustainability strategies, community relations, governmental affairs, external relations and her experience as a senior mining executive. Dr. Dorward-King’s principal occupation for the last five years has been serving as a non-executive director (December 2019 – present) and Executive Vice President, Sustainability and External Relations at Newmont (2013 – January 2020). She served as a non-executive director of Bond Resources Inc. from January 2020 until April 2021, Great Lakes Dredge and Dock Company from January 2020 until August 2023, and Nevada Copper Corp. from September 2023 to May 2025. Areas of expertise include: health, safety and sustainability, community relations, risk management, and corporate leadership.

  27. Director Since 2020

    | Board / Committee Membership | Regular Meeting | | Board | 10/12 | | Compensation | 6/6 | | Sustainability (Chair) | 4/4 | | Overall Attendance | 91% |

  28. Director Since 2020

    | Securities Held for Purposes of Share Ownership Guidelines | | Share Ownership Guidelines | | | Common Shares # | Nil | Total $ | $128,400 | | DSUs # | 32,202 | % Met | 256% | | Value of Securities Held as of 11/30/2025 $ | $328,138 | | |

  29. Non-Independent

    Non-Independent

  30. Director Since 2025

    Director Since 2025

  31. Ali Erfan

    Ali Erfan Mr. Erfan is a seasoned executive with deep expertise in capital markets, private equity, and resource development. He joined the Board of NOVAGOLD Resources Inc. in July 2025 and currently serves as Vice-Chairman of The Electrum Group, an investment adviser to Electrum Strategic Resources—NOVAGOLD’s largest shareholder and a global leader in precious metals mining. Mr. Erfan has been a key figure at Electrum since 2007, following his successful role as founding board member of Leor Energy, a natural gas startup that was sold to Encana for $2.6 billion. His board experience includes Gatos Silver, Inc. (May 2019 to January 2015) from IPO through its merger with First Majestic Silver Corp., Gabriel Resources Ltd. (June 2019 to present), and Electrum’s privately held silver ventures, Sunshine Silver Mining & Refining and Sinda Ltd. Earlier in his career, Mr. Erfan was a senior partner at 3i Group plc’s London headquarters and helped launch several early-stage technology companies that went on to IPOs or strategic exits, including HTE, Insensys, Smart Fuel Cells, and CSR. He holds a BA and MA in Philosophy, Politics and Economics from Oxford University, an MBA from London Business School, and is a member of Kauffman Fellow (Class 10). The Board has determined that Mr. Erfan should serve as a Director to benefit from his experience as a director of various mining and investment companies, as well as his expertise in the areas of capital markets, private equity and resource development. Areas of expertise include: capital markets, private equity and resource development.

  32. Ali Erfan

    | Board / Committee Membership | Regular Meeting | | Board | 5/6 | | Overall Attendance | 83% |

  33. Ali Erfan

    | Securities Held for Purposes of Share Ownership Guidelines | | Share Ownership Guidelines | | | Common Shares # | 1,200 | Total $ | $128,400 | | DSUs # | 370 | % Met | 12%(1) | | Value of Securities Held as of 11/30/2025 $ | $15,998 | | |

  34. Ali Erfan

    Mr. Erfan was first elected to the Board in July 2025 and has until July 2030 to meet the Share Ownership Guidelines.

  35. Gregory Lang

    Gregory Lang Mr. Lang is President and Chief Executive Officer of the Company. Mr. Lang has over 35 years of diverse experience in mine operations, project development and evaluation, including time as President of Barrick Gold North America, a wholly-owned subsidiary of Barrick Gold Corporation (“Barrick”). Mr. Lang held progressively responsible operating and project development positions over his 10-year tenure with Barrick and, prior to that, with Homestake Mining Company and International Corona Corporation, both of which are now part of Barrick. He holds a Bachelor of Science in Mining Engineering from the University of Missouri-Rolla and is a graduate of the Stanford University Executive Program. The Board has determined that Mr. Lang should continue to serve as a Director to gain his insight as an experienced mine engineer, as well as his expertise in permitting, developing and operating large-scale assets, and as a successful senior executive of other large gold-mining companies. Mr. Lang served as the President of Barrick Gold North America until December 2011 and has served as the Company’s President and Chief Executive Officer since January 2012. During the most recent five years, Mr. Lang has served, and continues to serve, as a director of Trilogy Metals Inc. Areas of expertise include: mining operations, mine development and evaluation, mine permitting, corporate leadership, and the mining industry.

  36. Gregory Lang

    | Board / Committee Membership | Regular Meeting | | Board | 12/12 | | Engineering & Technical | 4/4 | | Sustainability | 4/4 | | Overall Attendance | 100% |

  37. Gregory Lang

    | Securities Held for Purposes of Share Ownership Guidelines | | Share Ownership Guidelines | | | Common Shares # | 2,048,305 | Total $ | $4,427,000 | | DSUs # | Nil | % Met | 471%(3) | | PSUs # | 1,006,900 | | | | Value of Common Shares Held as of 11/30/2025 | $20,872,228 | | |

  38. Gregory Lang

    Mr. Lang has exceeded his share ownership requirement as President and Chief Executive Officer as of November 30, 2025 based upon an amount equal to five times his annual salary as of November 30, 2025. See “Executive Share Ownership” for details on the share ownership guidelines applicable to Mr. Lang. PSUs are not included in determining whether an NEO meets the Share Ownership Guidelines.

  39. Officer Since 2024

    Officer Since 2024 Peter Adamek, CPA, CA, CFA, P.Eng. Mr. Adamek has served as NOVAGOLD’s Vice President and CFO since July 2024. He is a highly experienced financial executive with over 20 years of expertise in corporate finance, capital markets, financial reporting, tax, and information technology in the mining sector. Prior to joining NOVAGOLD, he served in progressively senior management roles at Hudbay Minerals Inc., including CFO for the Arizona Business Unit, before being appointed Vice President, Finance of Hudbay in 2019. Prior to joining Hudbay in 2010, he worked in equity research at RBC Capital Markets Global Mining division from 2008 to 2010, and before that at KPMG’s Toronto Audit practice, with a focus on global mining and manufacturing sectors. Mr. Adamek holds a Bachelor of Applied Science in Electrical Engineering from the University of Toronto, is a Canadian Chartered Professional Accountant (CPA, CA), and holds CFA and P.Eng. designations. Areas of expertise include: global accounting and finance, tax, corporate disclosure, financial regulation, and the mining industry.

  40. Officer Since 2024

    | Securities Held | | Share Ownership Guidelines | | | Common Shares # | 10,269 | Total $ | $824,000 | | PSUs # | 114,900 | % Met | 13%(4) | | Value of Common Shares Held as of 11/30/2025 | $104,641 | | |

  41. Officer Since 2024

    Mr. Adamek joined the Company in 2024 and has until July 2029 to meet the Share Ownership Guidelines. See “Executive Share Ownership” for details on the share ownership guidelines applicable to Mr. Adamek. PSUs are not included in determining whether a NEO meets the Share Ownership Guidelines.

  42. Key Feedback from Shareholder Engagement and Actions Taken

    | Key Themes | Our Perspective and Actions | | LTI Design & Performance Orientation | We acknowledge investor feedback on targeting median performance and are refining LTI design to further emphasize outperformance, including reviewing performance curves, goal calibration, and performance ranges to better align payouts with Shareholder outcomes. | | Use of Board Discretion | We recognize concerns regarding the use of discretion when targets are not achieved. Going forward, we are strengthening our framework for discretionary decisions, enhancing disclosure of rationale, and reinforcing oversight to ensure consistency with performance and Shareholder expectations. | | Overall Pay Levels & Pay-for-Performance Alignment | We are mindful of feedback regarding above-median pay outcomes and are reinforcing our pay-for-performance philosophy by more clearly linking compensation outcomes to company results and Shareholder experience over time. | | Peer Group Composition & Peer Performance Benchmarking | In response to feedback, we have updated our compensation peer group to better reflect comparable size, scale, and business complexity, and are enhancing disclosure on peer performance comparisons to improve transparency and benchmarking credibility. | | Disclosure & Shareholder Engagement | We are expanding and improving our compensation disclosures, including clearer explanations of peer selection, pay versus performance outcomes, and key decisions over time, and are engaging earlier and more proactively with Shareholders and proxy advisors outside of proxy season. |

  43. Compensation Committee

    | • | compensation structure for the CEO and other executive officers including annual, mid-term and long-term incentive plans involving share issuances or share awards; |

  44. Compensation Committee

    | • | determination of Director compensation; and |

  45. Compensation Committee’s Relationship with its Independent Compensation Consultant

    Compensation Committee’s Relationship with its Independent Compensation Consultant The Committee has directly engaged Mercer to provide specific support to the Committee in determining compensation for the Company’s officers and Directors, including during the most recently completed fiscal year. Such analysis and advice from the Compensation Consultant includes, but is not limited to, executive compensation policy (for example, the choice of companies to include in the Peer Group (as defined below) and compensation philosophy), total compensation benchmarking for the NEOs, and incentive plan design. In addition, this support has also consisted of: (i) the provision of general market observations throughout the year with respect to market trends and compensation governance issues; (ii) the provision of benchmark market data; and (iii) attendance at Committee meetings. Decisions made by the Committee, however, are the responsibility of the Committee and may reflect factors and considerations other than the information and recommendations provided by the Compensation Consultant. In addition to this mandate, the Compensation Consultant provides general employee compensation consulting services to the Company; however, these services are limited in size and scope and are of significantly lesser value than those provided related to executive officer and Director compensation. The Committee Chair pre-approves a Statement of Work provided by the Compensation Consultant prior to the start of the annual executive officer and Director compensation reviews, or any other special project. The Statement of Work confirms the work that the Compensation Consultant is asked to complete and the associated fees. The Committee has assessed the independence of the Compensation Consultant pursuant to NYSE American Company Guide rules and SEC rules and concluded that the Compensation Consultant’s work for the Committee does not raise any conflict of interest. The Committee regularly assesses the performance of the Compensation Consultant and may, from time to time, determine that obtaining competitive proposals is appropriate. The fees paid to the Compensation Consultant for services performed in fiscal year 2025 were C$109,320 to assist the Committee in developing the Company’s compensation policies and programs. In fiscal year 2024, Mercer was paid C$66,832 to perform similar services. The Compensation Consultant is a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (MMC). Marsh Risk & Insurance Services (“Marsh”), an MMC affiliate, provides insurance broker services to the Company. The engagement of Marsh did not require or receive approval of the Board or the Committee. During the year ended November 30, 2025, Marsh billed the Company $178,187 for insurance brokerage services. With respect to the engagement of Mercer, the Committee considered various factors that may impact the independence of Mercer, including the amounts payable to Mercer and Marsh as described above, and whether any other relationships existed between Mercer or Marsh, on the one hand, and any executive officer of the Company or any member of the Board, on the other hand, and the Committee determined that a conflict of interest did not exist.

  46. Checklist of Compensation Practices

    | • | The Company’s compensation mix is balanced among fixed components such as salary and benefits, and variable components such as an annual incentive program opportunity and long-term performance-based incentives, including PSUs and stock options. |

  47. Checklist of Compensation Practices

    | • | The annual incentive program for the executive management team, which includes each of the NEOs, is approved by the Board. Individual payments are based on a combination of quantitative and qualitative metrics, as well as discretionary factors. More information about the 2025 annual incentive program goals can be found on pages 55-65 of this Circular. |

  48. Peer Group for 2025 Executive Compensation Planning

    Peer Group for 2025 Executive Compensation Planning The Committee retained the Compensation Consultant to assist the Committee in determining appropriate levels for each of the three main components of total direct compensation for the Company’s Directors and NEOs for fiscal year 2025. The Compensation Consultant’s work encompasses a review of the Company’s executive compensation philosophies relative to a comparable group of mining companies using the publicly available filings of these peer companies. A compensation peer group of mining companies was developed using the following selection criteria:

  49. Peer Group for 2025 Executive Compensation Planning

    | • | Canadian and/or U.S. listed companies; |

  50. Peer Group for 2025 Executive Compensation Planning

    | • | market capitalization, enterprise value, and/or total assets similar to the Company; |

  51. Peer Group for 2025 Executive Compensation Planning

    | • | gold, diversified metals and mining, or precious metals/minerals industry, including non-producing, single asset organizations; |

  52. Peer Group for 2025 Executive Compensation Planning

    | • | complexity of operation/business strategy relative to the Company; and |

  53. Peer Group for 2025 Executive Compensation Planning

    | • | experienced, full-time executive team. |

  54. Peer Group for 2025 Executive Compensation Planning

    The Company considers the above selection criteria to be relevant because it results in a group of companies in our industry that are similar in size by market capitalization, enterprise value and/or assets (within a range of approximately 50% to 200% that of NOVAGOLD), operating jurisdictions and/or stage of development. During August 2024, based upon considerations of the selection criteria, stage of development and operating jurisdictions, the following peer group companies were selected after reviewing the company data below as of July 15, 2024.

  55. Data source: Mercer

    Relative to the Peer Group, NOVAGOLD’s market capitalization was at the 28th percentile within our peer group, and NOVAGOLD’s revenue was at the 7th percentile versus our peer group for the period presented in the above table.

  56. Peer Group for 2026 Executive Compensation Planning

    Peer Group for 2026 Executive Compensation Planning The Committee followed a similar process for the selection of the peer group for 2026 executive compensation planning in the second half of fiscal year 2025. The 2026 benchmarking peer group is as follows:

  57. Peer Group for 2026 Executive Compensation Planning

    | • Coeur Mining Inc. | • Hecla Mining Company | • MAG Silver Corp. | | • Equinox Gold Corp. | • New Gold Inc. | • Seabridge Gold Inc. | | • B2Gold Corp. | • OceanaGold Corporation | • Centerra Gold Inc. | | • Eldorado Gold Corporation | • Torex Gold Resources Inc. | | | • IAMGOLD Corporation | • SSR Mining Inc. | |

  58. Peer Group for 2026 Executive Compensation Planning

    The 13 peer group companies for 2026 executive compensation planning remain unchanged from 2025.

  59. Why We Pay Above Median

    Why We Pay Above Median Factors which influence this policy include the size and scale of the Company’s flagship Donlin Gold project, which is in an extremely remote location and is much larger, and likely more complex, than any asset owned by our Peer Group companies. Our executive compensation program acknowledges that managing these resources requires an executive team with extensive experience and skills in advancing significant deposits into production. Additionally, the Company works with senior mining partners as it advances its complex, large-scale project and needs to attract and retain executives with specialized skills, knowledge, and experience which come from working for and with large mining companies. Such skills and knowledge include the areas of geology, engineering, logistical planning, preparation of feasibility studies, permitting, regulation, mine construction and operation, government and community affairs, compliance, marketing, finance, and accounting. As part of its 2025 executive compensation planning, the Committee also referred to the compensation paid by senior mining companies to their incumbents in positions comparable to those held by the Company’s NEOs. Although not included in the Peer Group, the Committee also referenced the compensation packages of Barrick Gold Corporation, Newmont Corporation, Agnico Eagle Mines Ltd., and Kinross Gold Corporation, as: (i) most of the NEOs have previously worked for at least one of those senior mining companies, (ii) to measure the competitiveness of the Company’s compensation programs, and (iii) the Committee considers those companies to be competitors for the Company’s executive talent. No changes to the Company’s compensation programs were made as a result of the supplemental review of the compensation programs of these senior mining companies. Ultimately, the Peer Group companies were selected to reflect the fact that the Company’s assets are in the development stage.

  60. Our Annual Compensation Review Process

    | • | Base Salary – 62.5th percentile of the Peer Group companies (as defined in the “Peer Group” section above); |

  61. Our Annual Compensation Review Process

    | • | Total Cash Compensation (base salary & annual incentive) – 62.5th percentile of the Peer Group companies; and |

  62. Our Annual Compensation Review Process

    | • | Total Direct Compensation (base salary, annual incentive & long-term incentive compensation) – 75th percentile of the Peer Group companies. |

  63. Executive Compensation Objectives and Elements

    | • | align the interests of executive officers with the long-term interests of Shareholders through participation in the Company’s stock-based compensation plans. |

  64. Executive Compensation Objectives and Elements

    During 2025, the Company’s executive compensation package consisted of the following principal components: base salary, annual incentive cash bonus, various welfare plan benefits, 401(k) retirement account (“401(k)”), including employer matching funds for U.S. NEOs, and long-term incentives in the form of stock options and Performance Share Units (“PSUs”). The following table summarizes the different elements of the Company’s total compensation package for all employees, including the NEOs:

  65. Executive Compensation Objectives and Elements

    | Compensation Element | Objective | Key Feature | Compensation Element “At-Risk” | | Performance Share Units | Align executives’ interests with those of Shareholders, encourage retention and reward long-term Company performance. | Calculations for grant amounts are based on targets for each NEO determined by targeting the 75th percentile of the Peer Group market data for total direct compensation. Annual PSU grants cliff vest at the end of a three-year performance period and actual payout, if any, depends upon performance against corporate goals as established by the Board at the time of grant. | Yes | | Employee Share Purchase Plan | Encourage ownership in the Company through the regular purchase of Company shares from the open market. | Employees may contribute up to 5% of base salary and the Company matches 50% of the employee’s contribution. | No | | Retirement Plans | Provide retirement savings. | 401(k) – Company matches 100% of the U.S. employee’s contribution up to 5% of base salary, subject to applicable IRS limitations. RRSP – Company matches 100% of the Canadian employee’s contribution up to 5% of base salary, subject to applicable CRA limitations. | No | | Welfare Plan Benefits | Provide security to employees and their dependents pertaining to health and welfare risks. | Coverage includes medical, dental and vision benefits, short- and long-term disability insurance, life and AD&D insurance and an employee assistance plan. | No |

  66. Compensation Elements

    | Base Salary – 62.5th percentile of Peer Group | | Annual Incentive Target – 100% of base salary | | Long Term Incentive Target – 375% of base salary |

  67. Compensation Elements

    | Base Salary – 62.5th percentile of Peer Group | | Annual Incentive Target – 80% of base salary | | Long Term Incentive Target – 250% of base salary |

  68. Base Salary

    Base Salary Salaries for officers are determined by evaluating the responsibilities inherent in the position held and each individual’s experience and past performance, as well as by reference to the competitive marketplace for management talent at the Peer Group companies. The Committee refers to market information provided by the Compensation Consultant on an annual basis. The Compensation Consultant matches the executives to those individuals performing similar functions at the Peer Group companies. For the 2025 fiscal year, the Company set the 62.5th percentile of this market data as a target for base salaries. As explained in the section “Executive Compensation Philosophy” above, the Company targets base salaries above the median of salaries paid by the Peer Group companies to assist in attracting and retaining the highly experienced people that the Company needs to be successful. If a NEO is fully competent in their position, the NEO will be paid between 95% and 105% of the guidepost. ‘Guidepost’ refers to the midpoint of the applicable salary band. Developing NEOs are generally paid between 80% and 94% of the guidepost and NEOs who are highly experienced and consistently perform above expectations can be paid between 106% and 125% of the guidepost. The Company most recently updated its compensation guideposts for employees during 2023 with the assistance of Mercer. The Compensation Committee reviewed and approved the guideposts for the NEOs in November 2023.

  69. Annual Incentive Plan

    Annual Incentive Plan At the end of each fiscal year, the Committee reviews individual performance and Company performance against the goals set by the Company for such fiscal year. The assessment of whether the Company’s goals for the year have been met includes, but is not limited to, considering the quality and measured progress at the Company’s development stage project, strong safety record, protection of the Company’s treasury, corporate alliances and similar achievements.

  70. Annual Incentive Payment for 2025

    Annual Incentive Payment for 2025 Annual incentive awards for 2025 were based on performance relative to goals set at the beginning of fiscal year 2025. Performance is measured in two areas: company and individual. The ratings can range from 0% to 150%, with 100% representing achievement of the target goal and 150% representing the maximum allowable rating for exceeding the target goal. Discussions around Company goals for the following year commence during strategy sessions that usually begin in the fall of the preceding year. The NEOs, other officers and some managers are involved in the strategy sessions. These Company goals are reviewed and approved by the Committee and Board. Individual goals flow down from the Company goals to ensure that everyone’s efforts are aligned with the goals and linked to the success of the Company. The Company also focuses on setting goals around its core values which include safety, sustainability, accountability, communication, empowerment, integrity, respect, and teamwork. The 2025 Company goals included:

  71. ADVANCE DONLIN GOLD TOWARD FEASIBILITY STUDY/CONSTRUCTION/PRODUCTION DECISION: 20% WEIGHT

    | Threshold (~70-90% rating) | • Select contractor and initiate execution of scope of work for Alaska Dam Safety Certification Detailed Design Package | | Target (~90-110% rating) | • Threshold plus: | | | • Obtain and incorporate Alaska Department of Natural Resources (ADNR) comments on Preliminary Design Package into the Detailed Design Package (DDP) | | | • Complete Cook Inlet Region, Inc. (CIRI) right-of-way (ROW) easement | | | • Present draft post-closure management, monitoring and water treatment trust agreement to stakeholders and ADNR and incorporate feedback into final draft | | Maximum (~110-150% rating) | • Target items plus: | | | • Finalize post-closure management, monitoring and water treatment trust agreement | | | • Finalize mine closure area easement relocation with Bureau of Land Management (BLM), The Kuskokwim Corporation (TKC), Calista Corporation (Calista), and the State of Alaska | | Achievement Description | • BGC Engineering selected for DDP work on Dam Safety Certification. Preliminary design package comments from state expected in Q1 2026 | | | • CIRI’s board approved the ROW easement and easement was finalized in November 2025. | | Achievement Rating: | 110% |

  72. ADVANCE DONLIN GOLD TOWARD FEASIBILITY STUDY/CONSTRUCTION/PRODUCTION DECISION: 20% WEIGHT

    | Threshold (~70-90% rating) | • Support Donlin litigation team in remand process and/or appeal of the decision in the federal litigation | | | • Conduct best available control technology (BACT) analysis for second extension of air quality permit construction deadline | | Target (~90-110% rating) | • Threshold plus: | | | • Receive extension of the deadline to complete construction of the pipeline from the BLM | | | • Maintain coordination with regulators regarding APDES permit, waste management permit and reclamation plan renewals | | | • Commence data collection for modeling necessary to obtain third extension of air quality permit construction deadline | | Maximum (~110-150% rating) | • Obtain favorable decisions from Alaska Supreme Court in: | | | i) ROW case | | | ii) water rights case | | | • or from Alaska Superior Court in: | | | iii) 401 certification case | | Achievement Description | • Support for 404 remand work is underway; Corps is reviewing statement of work for 404 remand work. | | | • Data collection for modeling commenced. | | | • BLM extension of Right-of-Way easement was obtained in August 2025. Installation of equipment for air quality data collection is underway. | | | • Favorable decision in 401 certification case obtained May 6, 2025. | | Achievement Rating: | 120% |

  73. MANAGE COMPANY TREASURY EFFECTIVELY AND EFFICIENTLY: 5% WEIGHT

    | Threshold (~70-90% rating) | • Elevate Company’s profile with key financial institutions: introduce CFO to at least 5 key financial institutions | | Target (~90-110% rating) | • Threshold plus: Management to present plan and timeline to raise capital under a variety of scenarios to Board for consideration by May 31, 2025 | | Maximum (~110-150% rating) | • Target plus: Execute strategy to raise capital as per plan approved by Board | | Achievement Description | • CFO has met with more than 5 key financial institutions. Capital raise completed in May 2025 (public offering and private placement) with public offering greenshoe fully exercised in June 2025. | | Achievement Rating: | 100% |

  74. NEO Individual Performance Ratings

    The NEOs’ annual incentive payment for fiscal 2025 performance was paid in fiscal 2026. The following table describes the annual incentive payment calculation for each NEO based on performance in 2025 by applying the annual incentive calculation formula above to the columns below:

  75. ((A x B) + (C x D)) x (E x F) = G

    | | A | B | C | D | E | F | G | | | 2025 Company | | 2025 Individual | | Annual Incentive Target (as a % of annual base salary) | 2025 Annual Base Salary | 2025 Annual Incentive Payment | | NEO | Weight | Performance Rating | Weight | Performance Rating | | | | | Gregory Lang | 80% | 115% | 20% | 121.25% | 100% | $885,400 | $1,029,278 | | Peter Adamek(1) | 80% | 115% | 20% | 110% | 80% | $412,000 | $375,744 | | Richard Williams | 80% | 115% | 20% | 125% | 80% | $447,500 | $418,860 |

  76. ((A x B) + (C x D)) x (E x F) = G

    The foregoing table shows the actual annual incentive payment made to each NEO for their performance in 2025 in column G. The table in the section titled “Grants of Plan-Based Awards” below displays the target and maximum annual incentive payouts available to each NEO for fiscal year 2025.

  77. Stock-Based Incentive Plans (Long-Term Incentives)

    Stock-Based Incentive Plans (Long-Term Incentives) Stock-based grants are generally awarded to officers at the commencement of their employment and periodically thereafter. Annual grants of stock options and/or PSUs are made based on a target percentage of base salary for each NEO. The purpose of granting stock options and/or PSUs is to assist the Company in compensating, attracting, retaining, and motivating directors, officers, employees, and consultants of the Company, and to closely align the personal interests of such persons to those of the Shareholders. These equity vehicles were chosen because the Company believes that these vehicles best incentivize the team to focus their efforts on increasing Shareholder value over the long-term. The Committee targeted the 75th percentile of the total direct compensation data provided by the Compensation Consultant for the NEOs. The Company uses two different plans for stock-based grants for its NEOs: the Stock Award Plan (stock options) and the PSU Plan. The percentage of stock options versus PSUs granted is determined by the Committee for each grant. The Company’s Stock Award Plan was adopted on May 11, 2004, and the PSU Plan was adopted on May 26, 2009. The Stock Award Plan is for the benefit of the officers, Directors, employees and consultants of the Company or any subsidiary company, and the PSU Plan is for the benefit of the officers, employees and consultants of the Company or any subsidiary company. Stock options granted to the NEOs pursuant to the Stock Award Plan in 2025 have a five-year life and vest over three years: 1/3 on the first anniversary of the grant date, 1/3 on the second anniversary of the grant date, and 1/3 on the third anniversary of the grant date. PSUs granted to the NEOs pursuant to the PSU Plan in 2025 have a three-year performance period between the grant date and the maturity date when a vesting determination is made. The value of each NEO’s long-term incentive (LTI) award is calculated as follows: Half of the resulting LTI award value is then divided by the Black-Scholes value of the Company’s Common Shares at fiscal year-end to arrive at the number of stock options to be granted. Inputs used in the Black-Scholes valuation model include the Company’s historical stock price to determine the stock’s volatility, the expected life of the option, which is based on the average length of time similar option grants in the past have remained outstanding prior to exercise, and the vesting period of the grant. The remaining half of the LTI award value is divided by the closing price of the Company’s Common Shares on the NYSE American at fiscal year-end to determine the number of PSUs to be granted. Annual grants of stock options and PSUs are granted based on the formulas described above; however, the Compensation Committee considers existing, outstanding equity grants made to individuals if special equity grants (e.g., new hire grants, off-cycle grants) are recommended to the Board for those individuals. The Board of Directors approved the grant of 1,361,400 stock options and 610,300 PSUs in aggregate to Mr. Lang, Mr. Adamek and Mr. Williams effective April 29,2025. These grants comprise 50% of each NEO’s LTI award value in stock options and 50% in PSUs for each of the grants made in 2025. The PSUs granted to the NEOs on April 29, 2025 will mature in three years on or about April 29, 2028. The Committee anticipates that future PSU grants to the NEOs will mature over three years. The number of PSUs vesting for each NEO granted for 2025 performance will be based on the Company’s Common Share price performance relative to the share price performance of the S&P/TSX Global Gold Index between the PSU grant date and April 29, 2028 (the “Performance Period”). The Committee has determined that applying other types of performance criteria to the PSUs based upon Company revenues or production targets is inappropriate at this time as the Company’s assets are in the development stage. The Company’s share price performance over the Performance Period will be converted to a percentage relative to the share price performance of the S&P/TSX Global Gold Index over the same Performance Period. The table below sets out the adjustment factors for determining the number of PSUs that will vest on or shortly after the maturity date upon the Committee’s certification of the Company’s share price performance relative to that of the S&P/TSX Global Gold Index over the applicable Performance Period:

  78. Stock-Based Incentive Plans (Long-Term Incentives)

    | Company’s Share Price Return Relative to the S&P/TSX Global Gold Index Over the Performance Period | PSU Vest %* | | Greater than 25% | 150% | | 25% | 150% | | 20% | 140% | | 15% | 130% | | 10% | 120% | | 5% | 110% | | 0% | 100% | | -5% | 90% | | -10% | 80% | | -15% | 70% | | -20% | 60% | | -25% | 50% | | Less than -25% | Payout subject to Board discretion |

  79. Stock-Based Incentive Plans (Long-Term Incentives)

    | * In the event the Company’s share price return is negative over the Performance Period, vesting shall be capped at 100%. |

  80. Stock-Based Incentive Plans (Long-Term Incentives)

    Stock options granted to the NEOs in fiscal year 2025 represented approximately 0.33% of the total Common Shares issued and outstanding as of November 30, 2025. PSUs granted to the NEOs in fiscal year 2025 represented approximately 0.15% of the total Common Shares issued and outstanding as of November 30, 2025. Stock options granted to all Company Directors, employees, and service providers in fiscal year 2025 represented approximately 0.74% of the total Common Shares issued and outstanding as of November 30, 2025. PSUs granted to all Company employees and service providers in fiscal year 2025 represented approximately 0.21% of the total Common Shares issued and outstanding as of November 30, 2025. The following table describes the long-term incentive awards to NEOs granted in fiscal 2025:

  81. Stock-Based Incentive Plans (Long-Term Incentives)

    | NEO | Long-term Incentive Target (as a % of Base Pay) % | Stock Option Grant # | Stock Option Grant as % of Total Shares Outstanding(1) % | Stock Option Exercise Price $ | PSU Grant # | PSU Grant as % of Total Shares Outstanding(1) % | | Gregory Lang | 375 | 826,500 | 0.20 | 4.35 | 370,500 | 0.09 | | Peter Adamek | 250 | 256,400 | 0.06 | 4.35 | 114,900 | 0.03 | | Richard Williams | 250 | 278,500 | 0.07 | 4.35 | 124,900 | 0.03 |

  82. Stock-Based Incentive Plans (Long-Term Incentives)

    | (1) As of November 30, 2025, the Company had a total of 406,930,057 Common Shares issued and outstanding. |

  83. Discretionary Vesting of PSUs Granted in December 2022

    Discretionary Vesting of PSUs Granted in December 2022 The annual PSU awards granted to employees on December 1, 2022 (the “2022 PSUs”), did not meet the performance criteria for a guaranteed minimum payout as of November 30, 2025, which was the end of the performance period. The Board did not approve a discretionary payout with respect to the 2022 PSUs that matured on December 1, 2025.

  84. Summary Compensation Table

    Summary Compensation Table The summary compensation table below sets out NEO compensation, including annual salary earned, incentive awards granted, and all other compensation earned, during the fiscal years ended November 30, 2025, 2024 and 2023, as applicable. Additional information on the components of the total compensation package, including a discussion of the proportion of each element to total compensation, is discussed above under “Compensation Discussion & Analysis”.

  85. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary $ | Stock Awards(1) $ | Option Awards(2) $ | Non-Equity Incentive Plan Compensation(3) $ | All Other Compensation(4) $ | Total Compensation $ | | Gregory Lang, President and CEO | 2025 | 883,250 | 1,633,905 | 1,611,675 | 1,029,278 | 58,112 | 5,216,220 | | | 2024 | 857,850 | 1,549,490 | 1,572,298 | 991,978 | 56,284 | 5,027,900 | | | 2023 | 835,908 | 1,763,378 | 1,511,824 | 982,839 | 54,899 | 5,148,848 | | Peter Adamek, Vice President and CFO(5) | 2025 | 411,000 | 506,709 | 1,084,980 | 375,744 | 35,712 | 2,414,145 | | | 2024 | 183,333 | Nil | Nil | 336,920 | 163,220 | 683,473 | | Richard Williams, Vice President and COO(6) | 2025 | 446,416 | 550,809 | 543,075 | 418,860 | 29,690 | 1,988,850 | | | 2024 | 428,467 | 446,141 | 452,634 | 583,082 | 29,122 | 1,939,446 |

  86. Summary Compensation Table

    | (1) Amounts are based on the grant date fair value, calculated in accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”), utilizing the assumptions discussed in Note 14 to the Company’s consolidated financial statements for the applicable fiscal year. |

  87. Summary Compensation Table

    | (2) Amounts are based on the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 14 to the Company’s consolidated financial statements for the applicable fiscal year. Option-based awards granted during the years ended November 30, 2023, 2024 and 2025 include vested and unvested amounts. |

  88. Summary Compensation Table

    | (3) Except for a one-time cash retention award of $175,000 paid to Mr. Williams in July 2024, which retention award was granted to him on December 15, 2022, the incentive payments were made subsequent to fiscal year-end. |

  89. Summary Compensation Table

    | (4) Amounts in fiscal year 2025 include: |

  90. Summary Compensation Table

    | • | For Mr. Lang, $17,479 in 401(k) Company matching contributions, $22,081 in ESPP Company matching contributions, $652 in Company-paid life insurance premiums, $15,000 for auto allowance and $2,900 for a Company-paid executive physical. |

  91. Summary Compensation Table

    | • | For Mr. Adamek, $24,208 in 401(k) Company matching contributions, $10,275 in ESPP Company matching contributions and $1,228 in Company-paid life insurance premiums. |

  92. Summary Compensation Table

    | • | For Mr. Williams, $17,479 in 401(k) Company matching contributions, $11,160 in ESPP Company matching contributions, and $1,051 in Company-paid life insurance premiums. |

  93. Summary Compensation Table

    | (5) Mr. Adamek was hired on June 18, 2024. |

  94. Summary Compensation Table

    | (6) Mr. Williams was promoted to Vice President and COO in 2024, at which time he became a NEO. |

  95. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides information related to plan-based awards granted to our NEOs during fiscal year 2025.

  96. Grants of Plan-Based Awards in Fiscal 2025

    | NEO | Grant Date | Grants of Plan-Based Awards | | | | All Other Stock Awards: Number of Shares of Stock or Units # | All Other Option Awards: Number of Securities Underlying Options(3) # | Exercise or Base Price of Option Awards $/Sh | Grant Date Fair Value of Stock and Option Awards(4) $ | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | | Target $ | Maximum $ | Target # | Maximum # | | | | | | Gregory Lang | 29-Apr-2025 | | | 370,500 | 555,750 | — | 826,500 | 4.35 | 3,245,424 | | | | 885,400 | 1,328,100 | | | — | — | — | — | | Peter Adamek | 29-Apr-2025 | | | 114,900 | 172,350 | — | 256,400 | 4.35 | 1,591,641 | | | | 329,600 | 494,400 | | | — | — | — | — | | Richard Williams | 29-Apr-2025 | | | 124,900 | 187,350 | — | 278,500 | 4.35 | 1,093,831 | | | | 358,000 | 537,000 | | | — | — | — | — |

  97. Grants of Plan-Based Awards in Fiscal 2025

    | (1) Annual Incentive Plan estimated payments based upon performance targets for fiscal year 2025. The Annual Incentive Plan does not provide a threshold or minimum payout. |

  98. Grants of Plan-Based Awards in Fiscal 2025

    | (2) The performance criteria for Performance Share Unit Awards granted April 29, 2025 will be measured and paid out in April 2030, depending upon the level of achievement during the performance period. The PSU Plan does not provide a threshold or minimum payout. |

  99. Grants of Plan-Based Awards in Fiscal 2025

    | (3) Grants under the Stock Award Plan. |

  100. Grants of Plan-Based Awards in Fiscal 2025

    | (4) Amounts are based upon the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 14 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2025. |

  101. Grants of Plan-Based Awards in Fiscal 2025

    No stock option awards were re-priced during fiscal year 2025.

  102. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets out information concerning all option-based and share-based awards outstanding for each NEO as of November 30, 2025.

  103. Outstanding Equity Awards at Fiscal Year-End

    | | | | | | | Share-Based Award | | | | Option-Based Awards(1) | | | | | Number of Unearned Shares, Units or Other Rights that have not Vested # | Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested(3) $ | | NEO | Number of Securities Underlying Unexercised Options # Exercisable | Number of Securities Underlying Unexercised Options # Unexercisable | Option Exercise Price | Option Expiration Date | Value of Unexercised in-the-money Options(2) $ | | | | Gregory Lang | 398,800 | — | $9.96 | 30-Nov-2025(4) | 91,724 | | | | | 602,300 | — | $6.75 | 30-Nov-2026 | 2,071,912 | | | | | 413,067 | 206,533 | $5.77 | 30-Nov-2027 | 2,738,632 | | | | | 287,967 | 575,933 | $4.20 | 30-Nov-2028 | 5,174,761 | | | | | | 826,500 | $4.35 | 28-Apr-2030 | 4,826,760 | | | | | | | | | | 262,000 | 2,669,780(5) | | | | | | | | 374,400 | 3,815,136(6) | | | | | | | | 370,500 | 3,775,395(7) | | Peter Adamek | | 300,000 | $4.35 | 28-Apr-2030 | 1,752,000 | | | | | — | 256,400 | $4.35 | 28-Apr-2030 | 1,497,376 | | | | | | | | | | 114,900 | 1,170,831(7) | | Richard Williams | 87,700 | — | $9.96 | 30-Nov-2025(4) | 20,171 | | | | | 132,100 | — | $6.75 | 30-Nov-2026 | 454,424 | | | | | 95,134 | 47,566 | $5.77 | 30-Nov-2027 | 630,734 | | | | | 82,900 | 165,800 | $4.20 | 30-Nov-2028 | 1,489,713 | | | | | | 278,500 | $4.35 | 28-Apr-2030 | 1,626,440 | | | | | | | | | | 60,300 | 614,457(5) | | | | | | | | 107,800 | 1,098,482(6) | | | | | | | | 124,900 | 1,272,731(7) |

  104. Outstanding Equity Awards at Fiscal Year-End

    | (1) The option-based awards listed in this table vest as follows: 1/3 on the first anniversary of the Grant Date, 1/3 on the second anniversary of the Grant Date, and 1/3 on the third anniversary of the Grant Date. |

  105. Outstanding Equity Awards at Fiscal Year-End

    | (2) Based on the price of the Company’s Common Shares on the NYSE American as of November 30, 2025 of $10.19 less the option exercise price, as applicable. |

  106. Outstanding Equity Awards at Fiscal Year-End

    | (3) Based on the price of the Company’s Common Shares on the NYSE American as of November 30, 2025 of $10.19. The Payout Value assumes that these PSUs are paid out at 100% of the grant amount. |

  107. Outstanding Equity Awards at Fiscal Year-End

    | (4) The original expiration date was extended to February 6, 2026, pursuant to the definition of Expiry Date. |

  108. Outstanding Equity Awards at Fiscal Year-End

    | (5) The performance period for these PSUs ended on November 30, 2025. Subsequent to November 30, 2025, it was determined that these PSUs did not meet the performance criteria and as a result, were not paid out. |

  109. Outstanding Equity Awards at Fiscal Year-End

    | (6) The performance period for these PSUs is scheduled to end on November 30, 2026. The payout, if any, is scheduled to be made on or shortly after December 1, 2026. |

  110. Outstanding Equity Awards at Fiscal Year-End

    | (7) The performance period for these PSUs is scheduled to end on April 28, 2028. The payout, if any, is scheduled to be made on or shortly after April 29, 2028. |

  111. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table provides information regarding stock that vested from PSU grants during fiscal 2025 and stock options that were exercised by the Company’s NEOs during fiscal 2025. Stock award value is calculated by multiplying the number of vested PSUs by the market value of the underlying shares on the vesting date.

  112. Option Exercises and Stock Vested in Fiscal 2025

    | NEO | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise # | Value Realized on Exercise $ | Number of Shares Acquired on Vesting(1) # | Value Realized on Vesting $ | | Gregory Lang | — | — | 56,000 | 201,040 | | Peter Adamek | — | — | — | — | | Richard Williams | — | — | 12,275 | 44,067 |

  113. Option Exercises and Stock Vested in Fiscal 2025

    | (1) PSU grants made on December 1, 2021 matured on December 1, 2024 and were paid out in Common Shares of the Company on December 5, 2024. A portion of these shares were withheld to cover taxes. |

  114. CEO Pay Ratio – 12.46 to 1

    CEO Pay Ratio – 12.46 to 1 We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. The Compensation Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2025 to that of all other Company employees for the same period. The calculation of annual total compensation of all employees was determined in the same manner as the “Total Compensation” shown for our CEO in the “Summary Compensation Table” on page 69 of this Circular. Pay elements that were included in the annual total compensation for each employee are:

  115. CEO Pay Ratio – 12.46 to 1

    | • | salary received in fiscal year 2025 |

  116. CEO Pay Ratio – 12.46 to 1

    | • | annual incentive payment received for performance in fiscal year 2025 |

  117. CEO Pay Ratio – 12.46 to 1

    | • | signing bonuses or cash retention bonuses received in fiscal year 2025 |

  118. CEO Pay Ratio – 12.46 to 1

    | • | perquisites received in fiscal year 2025 (e.g., moving expense reimbursement) |

  119. CEO Pay Ratio – 12.46 to 1

    | • | grant date fair value of stock option and PSU awards granted in fiscal year 2025 |

  120. CEO Pay Ratio – 12.46 to 1

    | • | Company-paid 401(k) Plan or RRSP match made during fiscal year 2025 |

  121. CEO Pay Ratio – 12.46 to 1

    | • | Company-paid ESPP match made during fiscal year 2025 |

  122. CEO Pay Ratio – 12.46 to 1

    | • | Company-paid life insurance premiums during fiscal year 2025 |

  123. CEO Pay Ratio – 12.46 to 1

    | • | auto allowance paid in fiscal year 2025 |

  124. CEO Pay Ratio – 12.46 to 1

    | • | reimbursement for Company-paid executive physical during fiscal year 2025 |

  125. CEO Pay Ratio – 12.46 to 1

    Our calculation includes all employees as of November 30, 2025. We applied a Canadian to U.S. dollar exchange rate to the compensation elements paid in Canadian currency. We determined the compensation of our median employee by: (i) calculating the annual total compensation as described above for each of our fourteen employees, (ii) ranking the annual total compensation of all thirteen employees other than the CEO from lowest to highest, and (iii) identifying the employee ranked seventh on the list as the median employee (the “Median Employee”). In adopting the pay ratio rule, the SEC expressly sought to provide flexibility to each company to determine the methodology that best suits its own facts and circumstances. Our pay ratio should not be compared to other companies’ pay ratios because it is based on a methodology specific to the Company and certain material assumptions, adjustments and estimates have been made in the calculation of the pay ratio. The annual total compensation for fiscal year 2025 for our CEO was $5,216,220 and for the Median Employee was $418,532. The resulting ratio of our CEO’s pay to the pay of our Median Employee for fiscal year 2025 is 12.46 to 1.

  126. Pay Versus Performance

    Pay Versus Performance As required by and in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the implementing rules under Item 402(v) of Regulation S-K, the following disclosure summarizes the relationship between the executive compensation actually paid by the Company and the financial performance of NOVAGOLD over a four-year performance period.

  127. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) | Summary Compensation Table Total for Non-PEO NEO(2) | Compensation Actually Paid to Non-PEO NEO(2) | Value of Initial Fixed C$100 Investment Based On: | | Net Loss(4) (000s) | Net Cash Used in Operations(5) (000s) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | 2025 | $5,216,220 | $23,674,321 | $4,402,995 | $13,439,089 | $277.28 | $255.48 | $94,659 | $14,028 | | 2024 | $5,027,900 | $2,753,722 | $4,342,936 | $1,226,759 | $87.73 | $140.96 | $45,621 | $12,642 | | 2023 | $5,148,848 | $(1,102,383) | $2,234,857 | $616,454 | $69.88 | $104.86 | $46,803 | $7,786 | | 2022 | $4,839,796 | $793,106 | $1,975,082 | $824,314 | $91.61 | $88.49 | $53,343 | $12,371 |

  128. Pay Versus Performance

    | (1) In his capacity as President and Chief Executive Officer, Mr. Lang is included as our PEO for 2025, 2024, 2023, and 2022. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. |

  129. Pay Versus Performance

    | (2) In his capacity as Vice-President and CFO, Mr. Adamek is included as a Non-PEO-NEO for 2025 and 2024. In his capacity as former Vice President and Chief Financial Officer, Mr. Ottewell is included as a Non-PEO-NEO for 2024, 2023 and 2022. Mr. Ottewell retired in July 2024. Mr. Williams, who was promoted to Vice President and COO in 2024, is included as a Non-PEO-NEO for 2025 and 2024. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. |

  130. Pay Versus Performance

    | (3) Peer Group TSR average comprises the following companies (peers referenced for 2024 compensation planning as disclosed In the Compensation Discussion & Analysis above, and in NOVAGOLD’s Management Information Circular published March 22, 2024): Coeur Mining Inc., Equinox Gold Corp., B2Gold Corp., Eldorado Gold Corporation, IAMGOLD Corporation, Hecla Mining Company, New Gold Inc., OceanaGold Corporation, Torex Gold Resources Inc., SSR Mining Inc., Seabridge Gold Inc., and Centerra Gold Inc. MAG Silver Corp has been excluded from calculations as it was acquired in September 2025. |

  131. Pay Versus Performance

    | (4) Represents NOVAGOLD’s Net Loss as disclosed in the respective year’s Annual Report on Form 10-K. |

  132. Pay Versus Performance

    | (5) Represents NOVAGOLD’s Net Cash Used In Operations as disclosed in the respective year’s Annual Report on Form 10-K. |

  133. Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

    Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

  134. Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

    | | | PEO | | | | Non-PEO-NEO | | | | | Adjustments(1)(2) | | 2025 $ | 2024 $ | 2023 $ | 2022 $ | 2025 $ | 2024 $ | 2023 $ | 2022 $ | | Summary Compensation Table Total | | 5,216,220 | 5,027,900 | 5,148,848 | 4,839,796 | 4,402,995 | 4,342,936 | 2,234,857 | 1,975,082 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | (-) | 1,633,905 | 1,549,490 | 1,763,378 | 1,528,705 | 1,057,518 | 1,017,681 | 758,261 | 547,331 | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | (-) | 1,611,675 | 1,572,298 | 1,511,824 | 1,511,773 | 1,628,055 | 1,032,486 | 557,540 | 541,407 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | (+) | 14,083,331 | 1,991,765 | 1,492,916 | 2,336,098 | 9,815,050 | 573,431 | 631,009 | 836,520 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (+) | 4,098,291 | (1,326,699) | (4,571,980) | (3,797,454) | 994,376 | (300,186) | (970,664) | (1,053,080) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (+) | 3,693,742 | 182,544 | 201,793 | 1,067,197 | 951,754 | (351) | 72,161 | 371,903 | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | (-) | 171,683 | — | 98,758 | 612,053 | 39,513 | 1,338,904 | 35,108 | 217,373 | | Compensation Actually Paid | | 23,674,321 | 2,753,722 | (1,102,383) | 793,106 | 13,439,089 | 1,226,759 | 616,454 | 824,314 |

  135. Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

    | (1) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for stock options represents the sum of changes in fair value during the fiscal year. The stock option awards vest 1/3 over one year, 1/3 over two years, and 1/3 over three years. The awards have a five-year term. The FY2018 stock option fair value was $6.21 at 11/30/2020 and $2.94 at 11/30/2021. The FY 2019 stock option fair value was $6.53 at 11/30/2020, $3.34 at 11/30/2021, and $2.25 at 11/30/2022. The FY2020 stock option fair value was $4.78 at 11/30/2020, $2.04 at 11/30/2021, $1.14 at 11/30/2022, and $0.08 at 11/30/2023. The FY2021 stock option fair value was $3.68 at 12/01/2020, $1.70 at 11/30/2021, $1.00 at 11/30/2022, $0.17 at 11/30/2023 and $nil at 11/30/2024. The FY2022 stock option fair value was $2.51 at 12/01/2021, $2.06 at 11/30/2022, $0.82 at 11/30/2023, $0.29 at 11/30/2024 and $3.72 at 11/30/2025. The FY2023 stock option fair value was $2.44 at 12/01/2022, $1.31 at 11/30/2023, $0.72 at 11/30/2024 and $5.08 at 11/30/2025. The FY2024 stock option fair value was $1.82 at 12/01/2023, $1.31 at 11/30/2024 and $6.59 at 11/30/2025. The FY2025 stock option fair value was $1.95 at 4/29/2025 and $6.88 at 11/30/2025. See the Compensation Discussion and Analysis for a description of this award and the rationale. |

  136. Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

    | (2) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for performance stock units represents the sum of changes in fair value during the fiscal year. The performance stock unit awards vest with a three-year cliff. Pursuant to ASC 718, the grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model valuation. The FY2020 grant unit fair value was $6.92 at 12/01/2019, $10.71 at 11/30/2020, $2.99 at 11/30/2021 and vest date fair value was $nil at 11/30/22. The FY2021 grant unit fair value was $10.07 at 12/01/2020, $1.72 at 11/30/21, $0.67 at 11/30/2022 and vest date fair value was $nil at 11/30/23. The FY2022 grant unit fair value was $6.82 at 12/01/2021, $4.89 at 11/30/2022, $0.86 at 11/30/2023 and vest date fair value was $0.95 at 11/30/24. The FY2023 grant unit fair value was $5.74 at 12/01/2022, $1.89 at 11/30/2023, $0.66 at 11/30/2024 and vest date fair value was $nil at 11/30/2025. The FY2024 grant unit fair value was $4.20 at 12/01/2023, $2.30 at 11/30/2024 and $8.33 at 11/30/2025. The FY2025 grant unit fair value was $4.04 at 12/01/2024 and $12.42 at 11/30/2025. The Monte Carlo model is further described in NOVAGOLD’s Annual Report on Form 10-K for the year ended November 30, 2025. The maximum value of the Performance Stock Units is 150% of target. See the Compensation Discussion and Analysis for a description of this award and the rationale. |

  137. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation The Company has no pension and no plans that provide for nonqualified deferred compensation to its NEOs.

  138. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table describes the estimated potential payments and benefits under the Company’s compensation and benefit plans and contractual agreements to which the Named Executive Officers would have been entitled if a termination of employment or change of control occurred on November 30, 2025. The actual amounts to be paid out can only be determined at the time of the Named Executive Officer’s departure from the Company. The amounts reported in the table below do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the Named Executive Officers or include distributions of plan balances under the Company’s 401(k) plan or savings plans. The amounts reported assume payment of all previously earned and unpaid salary, vacation pay and short- and long-term incentive awards.

  139. Potential Payments Upon Termination or Change of Control

    | Named Executive Officer | Termination for “Just Cause” or Resignation $ | Termination without “Just Cause” or Breach or Default by the Company $ | Death or Disability $ | Double- Trigger(1) $ | | Gregory Lang | | | | | | Cash severance | — | 3,829,356 | 885,400 | 3,829,356 | | Acceleration of equity awards(2) | — | — | — | 25,164,100 | | Present value of group health and dental plan premiums(3) | — | 36,508 | — | 36,508 | | Present value of group life and long-term disability premiums(4) | — | — | — | 8,832 | | Total Termination Benefits | — | 3,865,864 | 885,400 | 29,038,796 | | Peter Adamek | | | | | | Cash severance | — | 1,575,488 | 412,000 | 1,575,488 | | Acceleration of equity awards(2) | — | — | — | 2,668,207 | | Present value of group health and dental plan premiums(3) | — | 32,061 | — | 32,061 | | Present value of group life and long-term disability premiums(4) | — | — | — | 7,715 | | Total Termination Benefits | — | 1,607,549 | 412,000 | 4,283,471 | | Richard Williams | | | | | | Cash severance | — | 1,732,720 | 447,500 | 1,732,720 | | Acceleration of equity awards(2) | — | — | — | 7,207,152 | | Present value of group health and dental plan premiums(3) | — | 33,013 | — | 33,013 | | Present value of group life and long-term disability premiums(4) | — | — | — | 5,855 | | Total Termination Benefits | — | 1,765,733 | 447,500 | 8,978,740 |

  140. Potential Payments Upon Termination or Change of Control

    | (1) Represents payments due upon the occurrence of a double-trigger event under: i) the executive employment agreements in the case of cash, and ii) the Performance Share Unit Plan and the Stock Award Plan in the case of equity awards. |

  141. Potential Payments Upon Termination or Change of Control

    | (2) Value based on the closing price of the Company’s common shares on November 30, 2025 on the NYSE American of $10.19. For stock options, the exercise price has been deducted. |

  142. Potential Payments Upon Termination or Change of Control

    | (3) Represents reimbursement to the Named Executive Officer for premium payments for group health and dental insurance benefits, excluding gross ups to cover taxes and including a 2% COBRA administration markup. |

  143. Potential Payments Upon Termination or Change of Control

    | (4) Represents a lump sum payment equal to the Company’s cost of providing group life and long-term disability insurance coverage to the Named Executive Officer for a period of twelve months following termination. |

  144. NON-EXECUTIVE DIRECTOR COMPENSATION

    NON-EXECUTIVE DIRECTOR COMPENSATION The Company has targeted non-executive Director total direct compensation above the median of the Peer Group because of the scale and quality of the Company’s Donlin Gold asset under development in comparison to our Peer Group’s assets. Compensation targets for non-executive Directors are:

  145. NON-EXECUTIVE DIRECTOR COMPENSATION

    | • | for annual cash retainers – 25th percentile of the market; |

  146. NON-EXECUTIVE DIRECTOR COMPENSATION

    | • | for chair fees and meeting fees – 62.5th percentile of the market; and |

  147. NON-EXECUTIVE DIRECTOR COMPENSATION

    | • | for total direct compensation including at-risk equity awards – 75th percentile of the market. |

  148. NON-EXECUTIVE DIRECTOR COMPENSATION

    At the request of the Compensation Committee, a review of non-executive Directors’ compensation was conducted in the fourth quarter of fiscal year 2025. No changes were made to the Directors’ fiscal year 2026 compensation program from that established by the Board for fiscal year 2025. The non-executive Directors’ full compensation package is described below. Market compensation data was sourced from compensation data disclosed in the proxy statements of other publicly traded companies. As with the Company’s NEOs, the data was collected from the proxy statements of the companies included in NOVAGOLD’s 2026 Peer Group consisting of: Coeur Mining Inc., Equinox Gold Corp, B2 Gold Corp., Eldorado Gold Corporation, IAMGOLD Corporation, Hecla Mining Company, New Gold Inc., OceanaGold Corporation, Torex Gold Resources Inc., SSR Mining Inc., MAG Silver Corp., Seabridge Gold Inc. and Centerra Gold Inc. The largest portion of compensation paid to the non-executive Directors is in DSUs and stock option awards, which aligns the long-term interests of the non-executive Directors with those of the Shareholders as the value of the DSUs and stock option awards is dependent upon the Company’s share price performance. Paying a larger portion of compensation to non-executive Directors in equity rather than cash also aligns the Directors’ compensation program with the Company’s strategy of protecting its treasury. The table below lists the full compensation structure for non-executive Directors for fiscal year 2025, consistent with the structure approved in fiscal year 2024.

  149. NON-EXECUTIVE DIRECTOR COMPENSATION

    | Activity | Compensation | | | Membership on Board – Annual Retainer(1) | $42,800 | per annum | | Chairman of the Board | $130,000 | per annum | | Lead Director | $19,000 | per annum | | Preparation and attendance at Board and Committee meetings | $1,100 | per meeting | | Audit Committee Chair | $17,000 | per annum | | All Other Committee Chairs | $17,000 | per annum |

  150. NON-EXECUTIVE DIRECTOR COMPENSATION

    | (1) At least 50% of the annual retainer is paid to Directors in the form of DSUs. |

  151. Non-Executive Director Compensation Table

    Non-Executive Director Compensation Table The table below summarizes the compensation provided to the Company’s non-executive Directors during the fiscal year ended November 30, 2025.

  152. Non-Executive Director Compensation Table

    | Director | Fees Earned or Paid in Cash $ | Stock Awards(1) $ | Option Awards(2) $ | All Other Compensation $ | Total $ | | Elaine Dorward-King | 68,850 | 42,800 | 157,170 | — | 268,820 | | Ali Erfan | 4,642 | 2,442 | 257,730 | — | 264,814 | | Diane Garrett(3) | 41,016 | 19,016 | 157,170 | — | 217,202 | | Thomas Kaplan | 139,900 | 42,800 | 157,170 | — | 339,870 | | Hume Kyle | 59,300 | 21,400 | 157,273 | — | 237,973 | | Kalidas Madhavpeddi | 64,950 | 21,400 | 157,170 | — | 243,520 | | Kevin McArthur | 53,950 | 21,400 | 157,170 | — | 232,520 | | Daniel Muñiz Quintanilla | 19,800 | 42,800 | 157,170 | — | 219,770 | | Ethan Schutt | 40,100 | 21,400 | 157,170 | — | 218,670 | | Dawn Whittaker | 36,950 | 42,800 | 157,273 | — | 237,023 |

  153. Non-Executive Director Compensation Table

    | (1) The 2025 share-based grants for Directors are DSUs that vest when the Directors retire from the Board of the Company. The Company grants DSUs quarterly in arrears. Accordingly, the “Stock Awards” column in the table above includes DSUs granted to Directors with respect to the fourth quarter of fiscal 2024 and the first three quarters of fiscal 2025. Amounts are based on the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 14 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2025. The number of DSUs granted and the fair value on each grant date, calculated in accordance with ASC 718, are as follows: |

  154. Non-Executive Director Compensation Table

    | Non-Executive Director | December 1, 2024 | | March 1, 2025 | | June 1, 2025 | | September 1, 2025 | | | | Fair Value $ | DSUs # | Fair Value $ | DSUs # | Fair Value $ | DSUs # | Fair Value $ | DSUs # | | Elaine Dorward-King | 10,700 | 2,982 | 10,700 | 3,565 | 10,700 | 2,996 | 10,700 | 1,622 | | Ali Erfan | — | — | — | — | — | — | 2,442 | 370 | | Diane Garrett(3) | 5,350 | 1,491 | 5,350 | 1,782 | 5,350 | 1,498 | 2,966 | 449 | | Thomas Kaplan | 10,700 | 2,982 | 10,700 | 3,565 | 10,700 | 2,996 | 10,700 | 1,622 | | Hume Kyle | 5,350 | 1,491 | 5,350 | 1,782 | 5,350 | 1,498 | 5,350 | 811 | | Kalidas Madhavpeddi | 5,350 | 1,491 | 5,350 | 1,782 | 5,350 | 1,498 | 5,350 | 811 | | Kevin McArthur | 5,350 | 1,491 | 5,350 | 1,782 | 5,350 | 1,498 | 5,350 | 811 | | Daniel Muñiz Quintanilla | 10,700 | 2,982 | 10,700 | 3,565 | 10,700 | 2,996 | 10,700 | 1,622 | | Ethan Schutt | 5,350 | 1,491 | 5,350 | 1,782 | 5,350 | 1,498 | 5,350 | 811 | | Dawn Whittaker | 10,700 | 2,982 | 10,700 | 3,565 | 10,700 | 2,996 | 10,700 | 1,622 |

  155. Non-Executive Director Compensation Table

    | (2) The Company grants stock options to Directors annually. The stock option grants for Directors made on April 29, 2025, and on August 11, 2025 in the case of Mr. Erfan as a result of his start date, vest 1/3 upon the first anniversary of the grant, 1/3 upon the second anniversary of the grant, and the final 1/3 on the third anniversary of the grant. Amounts are based upon the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 14 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2025. Each Canadian resident Director was granted a total of 85,400 stock options in a single grant during fiscal 2025, and each non-Canadian resident Director was granted a total of 80,600 stock options in a single grant during fiscal 2025. |

  156. Non-Executive Director Compensation Table

    | (3) Dr. Garrett departed from the Board on July 21, 2025. |

  157. INDEBTEDNESS OF DIRECTORS AND OFFICERS

    INDEBTEDNESS OF DIRECTORS AND OFFICERS As of November 30, 2025, and the date hereof, the aggregate indebtedness to the Company and its subsidiaries of all executive officers, Directors and employees, and their respective associates, and former executive officers, Directors and employees of the Company or any of its subsidiaries was $nil.

  158. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS Generally speaking, under SEC and NYSE American rules, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified by the Audit Committee. The policies apply to all executive officers, directors and their immediate family members. Please refer to the section titled “Ethical Business Conduct” beginning on page 93 of this Circular for a discussion about the Company’s policies and procedures governing related party transactions. The following is a description of transactions and any currently proposed transactions to which we were a participant since December 1, 2024 in which the amount involved exceeded or will exceed $120,000 and in which any person that was one of our executive officers, directors, director nominees or an immediate family member thereof at any time during such period, or any person that was the beneficial holder of more than 5% of any class of our voting securities or immediate family member thereof at the time in which the person had a director or indirect material interest occurred, had or will have a direct or indirect material interest (in addition to the employment agreements, equity awards and other compensation-related arrangements described above).

  159. Donlin Gold Transaction and Backstop Agreement

    Donlin Gold Transaction and Backstop Agreement As disclosed previously, on June 3, 2025, the Company and Paulson, through wholly-owned subsidiaries, completed the Donlin Gold Transaction pursuant to the terms of the membership interest purchase agreement (“MIPA”) dated April 22, 2025. In order to ensure available financing for the Company’s obligation under the MIPA, funding commitments were obtained from the related party investors of Electrum Strategic Resources L.P. (“Electrum”), Paulson, and Kopernik Global Investors, LLC, on behalf of investment funds and accounts managed by them (collectively, the “related party investors”) pursuant to a backstop agreement dated April 22, 2025 (“Backstop Agreement”). While the Company did not exercise its rights provided by the Backstop Agreement, in consideration for entering into the Backstop Agreement, the Company issued warrants to the related party investors. The warrants were issued to the related party investors in the following amounts: (i) 12,750,000 warrants to Paulson; (ii) 6,375,000 warrants to Electrum; and (iii) 6,375,000 warrants to Kopernik. More details concerning the Donlin Gold Transaction and Backstop Agreement can be found in the Company’s most recent Annual Report on Form 10-K.

  160. May 2025 Public Offering and Concurrent Private Placement

    May 2025 Public Offering and Concurrent Private Placement On May 7, 2025, the Company entered into an underwriting agreement related to a public offering of 47,850,000 Company common shares at a public offering price of $3.75 per share. Concurrently with this public offering, the Company completed a private placement offering on May 9, 2025 of 17,173,853 Company common shares at a price equal to the public offering price for aggregate gross proceeds of approximately $64.4 million with certain of the related party investors, namely Electrum and investments funds and accounts managed by Kopernik Global Investors, LLC. The Company entered into a Subscription Agreement dated May 7, 2025 with each of these investors setting out the terms of the concurrent private placement. More details concerning the May 2025 Public Offering and Concurrent Private Placement can be found in the Company’s most recent Annual Report on Form 10-K.

  161. February 2026 Private Placement

    February 2026 Private Placement On February 5, 2026, the Company closed a private placement for 31,020,000 common shares of the Company at a price of $10.00 per share, which included the partial exercise of the overallotment option. On closing, the Company received aggregate gross proceeds of $310 million, before deducting fees and other offering expenses. Lingotto Investment Management LLP, a related party holding greater than 5% of the Company’s common shares, participated as an investor in this private placement.

  162. STATEMENT OF CORPORATE GOVERNANCE PRACTICES

    STATEMENT OF CORPORATE GOVERNANCE PRACTICES The Board is committed to sound corporate governance practices, which are both in the interest of Shareholders and contribute to effective and efficient decision making. As part of the Company’s commitment to effective corporate governance, the Board, with the assistance of the Audit and Corporate Governance and Nominations Committees, monitors changes in legal requirements and best practices. Set out below is a description of certain corporate governance practices of the Company, as required by National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”).

  163. Board of Directors

    Board of Directors The Company has a Board comprised of ten Directors led by Dr. Thomas Kaplan as Chairman and Dr. Elaine Dorward-King as independent Lead Director. The Board has proposed a slate of ten Director nominees for Shareholder approval that comprises the current Directors. Dr. Kaplan is the Chairman, Chief Executive Officer and Chief Investment Officer of The Electrum Group, the investment adviser to the Company’s largest Shareholder, Electrum. The Board elected Dr. Kaplan as Chairman because of Electrum’s significant ownership interest in the Company (23.83% of March 5, 2026) as well as Dr. Kaplan’s extensive experience as an entrepreneur, developer of and investor in public and private natural resources companies. As described below, to ensure independence in Board governance, the Board has appointed an independent Lead Director to coordinate discussion among the independent members of the Company’s Board and to lead Board meetings if Dr. Kaplan is unavailable. Dr. Dorward-King currently serves as the Board’s independent Lead Director. NP 58-201 recommends that boards of directors of reporting issuers be composed of a majority of independent directors. With seven of the ten current Directors considered independent, the Board is currently composed of a majority of independent directors. The seven independent Directors are: Elaine Dorward-King, Hume Kyle, Kalidas Madhavpeddi, Kevin McArthur, Daniel Muñiz Quintanilla, Ethan Schutt, and Dawn Whittaker. Gregory Lang is the President and CEO of the Company and therefore deemed non-independent. Thomas Kaplan, the Chairman of the Board, is not considered to be independent as a result of his relationship to the Company’s largest Shareholder. Ali Erfan, a Director, is also not considered to be independent as a result of his relationship to the Company’s largest Shareholder. The Company has taken steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management. The Board holds regular meetings every quarter. Between the scheduled meetings, the Board meets as required. The independent Directors are afforded an opportunity to meet separately from the non-independent Directors and any representatives of management at every Board meeting. The independent Directors meet in camera at least annually and on an as-needed basis. During fiscal year 2025, the independent Directors met twelve times. Management also communicates informally with the Directors on a regular basis and solicits advice from members on matters falling within their areas of special knowledge or experience. The Board has five standing committees: Audit, Compensation, Corporate Governance and Nominations, Engineering and Technical, and Sustainability. Each of the foregoing committees has its own charter, copies of which are available on the Company’s website at: www.novagold.com under the Governance tab. Special committees are appointed from time to time with respect to specific matters. The Board and its standing committees meet regularly outside the presence of Company management to engage in open discussion about Company strategy, management’s performance, and any items of special concern or note that may impact the Company. The Board or its standing committees may meet with experts of their choosing depending on the topic, such as the Compensation Consultant, the Company’s Auditors, or outside legal counsel, for example, without the presence of management. The Board believes this practice of meeting without Company management from time-to-time promotes frank discussions and assessments and supports the effective oversight of risks and opportunities facing the Company. The following Directors, who are also nominees for Director, currently serve on the following boards of directors of other reporting issuers:

  164. Board of Directors

    | Name | Reporting Issuer | | Elaine Dorward-King | Kenmare Resources plc (LSE: KMR, ISE: KMR) Sibanye-Stillwater (JSE: SSW) | | Ali Erfan | Gabriel Resources Ltd. (TSXV: GBU) | | Thomas Kaplan | None | | Hume Kyle | Plum Acquisition Corp. III (NASDAQ: PLMJ) | | Gregory Lang | Trilogy Metals Inc. (TSX, NYSE American: TMQ) | | Kalidas Madhavpeddi | Dundee Precious Metals Inc. (TSX: DPM) Glencore plc (LSE: GLEN, JSE: GLN) |

  165. Board of Directors

    | Name | Reporting Issuer | | Kevin McArthur | First Quantum Minerals Inc. (TSX: FM) | | Daniel Muñiz Quintanilla | Brookfield Infrastructure Partners LP (NYSE: BIP) First Majestic Silver Corp. (TSX, NYSE: AG, FSE: FMV) | | Ethan Schutt | None | | Dawn Whittaker | Triple Flag Precious Metals Corp. (TSX, NYSE: TFPM) |

  166. Compensation Committee Interlocks and Insider Participation

    Compensation Committee Interlocks and Insider Participation The Board has a Compensation Committee, as more fully described under the heading “Compensation Discussion and Analysis”. None of the Compensation Committee members is or has been an executive officer or employee of the Company or any of its subsidiaries. No executive officer of the Company is or has been a director or member of the compensation committee of another entity having an executive officer who is or has been a director or a member of the Compensation Committee of the Company.

  167. 2009 NON-EMPLOYEE DIRECTORS DEFERRED SHARE UNIT PLAN

    | 3. | NON-EMPLOYEE DIRECTOR COMPENSATION |