DEF 14A of Novagold Resources Inc, Mar 22, 2024

DEF 14A of Novagold Resources Inc

Filed Mar 22, 2024 · FY20230001193125-24-075361

Open on EDGAR

  1. Proposal 2: Election of Directors

    Proposal 2: Election of Directors The Board of Directors recommends a vote FOR the election of the director nominees named in this proxy statement. See pages 7-9 and 12-25 for further information on the nominees.

  2. Gregory A. Lang

    | INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING | 1 | | Solicitation of Proxies | 1 | | How to Vote | 3 | | Voting Shares and Principal Holders Thereof | 6 | | MATTERS TO BE ACTED UPON AT MEETING | 7 | | Number of Directors | 7 | | Election of Directors | 7 | | Appointment of Auditors | 9 | | Report of the Audit Committee | 10 | | Additional Matters to be Acted Upon | 11 | | INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS | 12 | | Board Diversity and Tenure | 24 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 26 | | INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON | 30 | | COMPENSATION DISCUSSION & ANALYSIS | 31 | | Overview | 31 | | Compensation Committee | 32 | | Risk Assessment of Compensation Policies and Practices | 33 | | Statement of Executive Compensation | 36 | | Executive Compensation Philosophy | 36 | | Executive Compensation Objectives and Elements | 37 | | Annual Compensation Decision-Making Process | 39 | | Base Salary | 44 | | Annual Incentive Plan | 45 | | Stock-Based Incentive Plans (Long-Term Incentives) | 52 | | Executive Share Ownership | 55 | | Retirement Plans | 55 | | Benefits | 56 | | Advisory Vote on Executive Compensation | 56 | | Compensation Committee Report | 56 | | TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION | 57 | | Summary Compensation Table | 57 | | Grants of Plan-Based Awards in Fiscal 2023 | 58 | | Outstanding Equity Awards at Fiscal Year-End | 59 | | Option Exercises and Stock Vested in Fiscal 2023 | 60 | | CEO Pay Ratio – 10.6 to 1 | 60 | | Pay Versus Performance | 61 | | Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table | 62 | | Performance Graph | 65 | | Executive Employment Agreements | 66 |

  3. Gregory A. Lang

    | Potential Payments Upon Termination or Change of Control | 68 | | NON-EXECUTIVE DIRECTOR COMPENSATION | 70 | | Non-Executive Director Compensation Table | 71 | | Directors’ Share Ownership | 73 | | Incentive Plan Awards | 74 | | Value Vested or Earned During the Year | 75 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 76 | | Equity Compensation Plan Information | 76 | | General Information – Stock Based Incentive Plans | 78 | | Stock Award Plan | 78 | | Performance Share Unit Plan | 81 | | Deferred Share Unit Plan | 85 | | INDEBTEDNESS OF DIRECTORS AND OFFICERS | 89 | | INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 89 | | STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 90 | | Board of Directors | 90 | | Board Service Policy | 97 | | Insider Trading Policy | 97 | | Policy on Granting Equity Awards | 97 | | Anti-Corruption, Anti-Bribery, Anti-Fraud Policy | 97 | | Anti-Hedging and Anti-Pledging Policy | 98 | | Incentive Compensation Recovery Policy | 98 | | Human Rights Policy | 98 | | Environmental, Social and Governance Matters | 98 | | Climate Change and Carbon Footprint Considerations | 99 | | Climate Change Policy | 99 | | Biodiversity Policy | 100 | | Integrated Risk Management Policy | 100 | | Corporate Disclosure Policy | 100 | | Other Board Committees | 100 | | Assessments | 101 | | Majority Voting Policy | 101 | | Compensation Committee Interlocks and Insider Participation | 101 | | Shareholder Communication with the Board | 101 | | OTHER BUSINESS | 102 | | ADDITIONAL INFORMATION | 102 | | OTHER MATERIAL FACTS | 102 | | SHAREHOLDER PROPOSALS | 103 | | HOUSEHOLDING | 104 | | CERTIFICATE | 104 |

  4. Election of Directors

    Election of Directors 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.

  5. Election of Directors

    | Name, Province or State and Country of Residence | Age | Independence | Principal Occupation | Director Since | 2023 AGM Votes in Favor(12) (%) | Meets Share Ownership Guidelines(13) | | Dr. Elaine Dorward-King Utah, USA(1)(5) | 66 | Independent | Corporate Director | 2020 | 98.68 | On Track(7) | | Dr. Diane Garrett(2)(3) Texas, USA | 64 | Independent | President and CEO of Hycroft Mining Holding Corporation | 2018 | 96.83 | Yes(8) | | Dr. Thomas Kaplan(4) New York, USA | 61 | Non- Independent | Chairman and Chief Executive Officer of The Electrum Group | 2011 | 98.88 | Yes |

  6. 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.

  7. Election of Directors

    | NOVAGOLD 2024 MANAGEMENT INFORMATION CIRCULAR | 7 |

  8. Election of Directors

    | Name, Province or State and Country of Residence | Age | Independence | Principal Occupation | Director Since | 2023 AGM Votes in Favor(12) (%) | Meets Share Ownership Guidelines(13) | | Hume Kyle(2)(6) Ontario, Canada | 63 | Independent | Corporate Director | 2023 | 99.71 | On Track(11) | | Gregory Lang(3)(5) Texas, USA | 69 | Non- Independent | President and Chief Executive Officer of NOVAGOLD RESOURCES INC. | 2012 | 99.41 | Yes(9) | | Kalidas Madhavpeddi(1)(5) Arizona, USA | 68 | Independent | President of Azteca Consulting LLC | 2007 | 97.72 | Yes | | Kevin McArthur(2)(3) Nevada, USA | 69 | Independent | Corporate Director | 2022 | 98.09 | On Track(10) | | Daniel Muñiz Quintanilla(1)(3) Madrid, Spain | 50 | Independent | Founding Partner, Whetstone Resources, Inc. | 2023 | 96.44 | On Track(11) | | Ethan Schutt(5)(6) Alaska, USA | 50 | Independent | Executive Vice President and General Counsel of Bristol Bay Native Corporation | 2019 | 97.85 | Yes | | Dawn Whittaker(2)(6) Ontario, Canada | 63 | Independent | Corporate Director | 2023 | 99.64 | On Track(11) |

  9. Election of Directors

    | (1) Member of the Compensation Committee. |

  10. Election of Directors

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

  11. Election of Directors

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

  12. Election of Directors

    | (4) Chairman of the Board. |

  13. Election of Directors

    | (5) Member of the Sustainability Committee. |

  14. Election of Directors

    | (6) Member of the Audit Committee. |

  15. Election of Directors

    | (7) Dr. Dorward-King was elected to the Board in May 2020 and has until May 2025 to meet the Share Ownership Guidelines. |

  16. Election of Directors

    | (8) Dr. Garrett exceeded the Share Ownership Guidelines as of November 30, 2020, and since her share ownership has not decreased (and has, in fact, increased) since that date, she is deemed to meet the Company’s Share Ownership Guidelines for Directors. |

  17. Election of Directors

    | (9) Mr. Lang has met his share ownership requirements as President and Chief Executive Officer as of November 30, 2023. See “Executive Share Ownership” beginning on page 55 for details on share ownership guidelines for Executive Officers. |

  18. Election of Directors

    | (10) Mr. McArthur was elected to the Board in May 2022 and has until May 2027 to meet the Share Ownership Guidelines. |

  19. Election of Directors

    | (11) Mr. Kyle, Mr. Muñiz, and Ms. Whittaker were elected to the Board in May 2023 and have until May 2028 to meet the Share Ownership Guidelines. |

  20. Election of Directors

    | (12) See NOVAGOLD’s news release and Report of Voting Results filed on SEDAR+ May 23, 2023. |

  21. Election of Directors

    | (13) Based on share ownership as of November 30, 2023. 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 73 for details on the number of securities beneficially owned, or controlled or directed, directly or indirectly, by each proposed Director. |

  22. 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 Gatos Silver, Inc. (“Gatos”). 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, 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.

  23. Election of Directors

    | 8 | NOVAGOLD 2024 MANAGEMENT INFORMATION CIRCULAR |

  24. Election of Directors

    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 of the filing defaults were remedied and all of the foregoing management cease trade orders were allowed to lapse/expire as of June 29, 2023. Refer to the Section titled “Information Concerning the Board of Directors, Director Nominees, and Executive Officers” beginning on page 12 of this Circular for further information regarding the above Directors and Director nominees.

  25. Non-Binding Advisory Vote on Executive Compensation

    | Securities Held | | | Share Ownership Guidelines | | | Common Shares # | PSUs # | Value of Common Shares Held as of 11/30/2023 $ | Total $ | % Met | | 797,814 | 264,700 | $3,350,819 | $927,800 | 361%(9) |

  26. AND RELATED SHAREHOLDER MATTERS

    | (3) Includes 1,552,868 stock options exercisable within 60 days of March 6, 2024. |

  27. AND RELATED SHAREHOLDER MATTERS

    | (4) Includes 555,667 stock options exercisable within 60 days of March 6, 2024. |

  28. AND RELATED SHAREHOLDER MATTERS

    | (6) includes 191,434 stock options exercisable within 60 days of March 6, 2024. |

  29. AND RELATED SHAREHOLDER MATTERS

    | (7) Includes 145,734 stock options exercisable within 60 days of March 6, 2024. |

  30. AND RELATED SHAREHOLDER MATTERS

    | (8) Includes 145,734 stock options exercisable within 60 days of March 6, 2024. |

  31. AND RELATED SHAREHOLDER MATTERS

    | (9) Includes 53,101 stock options exercisable within 60 days of March 6, 2024. |

  32. AND RELATED SHAREHOLDER MATTERS

    | (10) Includes 245,734 stock options exercisable within 60 days of March 6, 2024. |

  33. AND RELATED SHAREHOLDER MATTERS

    | (11) Includes 150,568 stock options exercisable within 60 days of March 6, 2024. |

  34. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

    | • | No payout of Performance Share Units (“PSUs”) in 2022 or 2023 as share price performance criteria was not met |

  35. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

    | • | Executives granted PSU retention grants to incentivize remaining with Company through at least June 2024 |

  36. 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; |

  37. Compensation Committee

    | • | determination of Director compensation; and |

  38. 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 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.

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

    | 32 | NOVAGOLD 2024 MANAGEMENT INFORMATION CIRCULAR |

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

    The fees paid to the Compensation Consultant for services performed in fiscal year 2023 were C$71,160 to assist the Committee in developing the Company’s compensation policies and programs. In fiscal year 2022, Mercer was paid C$61,050 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, 2023, Marsh billed the Company $192,543 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.

  41. 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. |

  42. 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 2023 annual incentive program goals can be found on pages 46-51 of this Circular. |

  43. Peer Group for 2023 Executive Compensation Planning

    Peer Group for 2023 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 2023. 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:

  44. Peer Group for 2023 Executive Compensation Planning

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

  45. Peer Group for 2023 Executive Compensation Planning

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

  46. Peer Group for 2023 Executive Compensation Planning

    | • | gold, diversified metals and mining, or precious metals/minerals industry; |

  47. Peer Group for 2023 Executive Compensation Planning

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

  48. Peer Group for 2023 Executive Compensation Planning

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

  49. Peer Group for 2023 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 33% to 300% that of NOVAGOLD), operating jurisdictions and/or stage of development. During August 2022, 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 June 30, 2022, which was current information near the time the Company’s 2023 benchmarking peer group was selected. The Company’s 2023 benchmarking peer group below (collectively, the “Peer Group”) reflects the removal of Pretium Resources Inc. as it was acquired by Newcrest Mining in March 2022, but otherwise there were no changes from the 2022 benchmarking peer group.

  50. Peer Group for 2023 Executive Compensation Planning

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  51. Data source: Mercer

    Relative to the Peer Group, NOVAGOLD’s market capitalization was at the 56th percentile, and its asset value was at the nil percentile as of June 30, 2022, which was near the August 2022 date when the Peer Group for 2023 executive compensation planning was selected.

  52. Peer Group for 2024 Executive Compensation Planning

    Peer Group for 2024 Executive Compensation Planning The Committee followed a similar process for the selection of the peer group for 2024 executive compensation planning in the second half of fiscal year 2023. The 2024 benchmarking peer group is as follows:

  53. Peer Group for 2024 Executive Compensation Planning

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

  54. Peer Group for 2024 Executive Compensation Planning

    The 14 peer group companies for 2024 executive compensation planning are the same as the peer group companies used for 2023 executive compensation planning.

  55. 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 2023 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) 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.

  56. Our Annual Compensation Review Process

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

  57. Our Annual Compensation Review Process

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

  58. Our Annual Compensation Review Process

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

  59. 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. |

  60. Executive Compensation Objectives and Elements

    During 2023, 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:

  61. Executive Compensation Objectives and Elements

    | Compensation Element | Objective | Key Feature | Compensation Element “At-Risk” | | Base Salary | Provide a fixed level of cash compensation for performing day-to-day responsibilities. | Base salary bands were created and are reviewed annually based on the 62.5th percentile of the Peer Group market data for base salary. Actual increases are based on individual performance. | No | | Annual Incentive Plan | Reward for short-term achievement of corporate and individual goals. | Cash payments based on a formula. Each NEO has a target opportunity based on the 62.5th percentile of the Peer Group market data for total cash. Actual payout depends on performance against annual corporate and individual goals. | Yes |

  62. Executive Compensation Objectives and Elements

    | Compensation Element | Objective | Key Feature | Compensation Element “At-Risk” | | Stock Options | Align executives’ interests with those of Shareholders, encourage retention and reward long-term Company performance. | Calculations for awards are based on targets for each NEO determined by targeting the 75th percentile of the Peer Group market data for total direct compensation. Stock option grants vest over three years and have a five-year term. | Yes | | 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 |

  63. Existing Permits (25%)

    | Threshold (~70-90% rating) | No substantive adverse decisions in state or federal court related to Donlin Gold permits | | Target (~90-110% rating) | Threshold item plus: Obtain favorable decision upholding the 401 Certification in Alaska Superior Court | | Maximum (~110-150% rating) | Target items plus: APDES permit, waste management permit, and reclamation plan approval approved, and any one of the following upheld: i) water rights in Alaska Supreme Court; ii) state pipeline ROW in Alaska Supreme Court; or iii) the JROD in federal court |

  64. Compensation Elements

    | • | Base Salary – 62.5th percentile of Peer Group |

  65. Compensation Elements

    | • | Annual Incentive Target – 100% of base salary |

  66. Compensation Elements

    | • | Long Term Incentive Target – 375% of base salary |

  67. Compensation Elements

    | • | Base Salary – 62.5th percentile of Peer Group |

  68. Compensation Elements

    | • | Annual Incentive Target – 80% of base salary |

  69. Compensation Elements

    | • | Long Term Incentive Target – 250% of base salary |

  70. 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 2023 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.

  71. 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.

  72. Annual Incentive Payment for 2023

    Annual Incentive Payment for 2023 Annual incentive awards for 2023 were based on performance relative to goals set at the beginning of fiscal year 2023. 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.

  73. Annual Incentive Payment for 2023

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  74. Annual Incentive Payment for 2023

    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 2023 Company goals included: ADVANCE DONLIN GOLD TOWARD CONSTRUCTION DECISION:

  75. Advance Donlin Gold Permits and Approvals (10%)

    | Threshold (~70-90% rating) | New APDES permit and new air quality permit application complete in 2023. New air quality permit to be issued in 2023. Current APDES permit administratively extended indefinitely | | Target (~90-110% rating) | Threshold items plus: Submit renewal applications for Reclamation and Closure Plan and Integrated Waste Permit. State intends to administratively extend existing permits indefinitely upon receipt of completed applications | | Maximum (~110-150% rating) | Target items plus: State of Alaska finalizes both the Reclamation and Closure Plan and Integrated Waste Permit by the end of 2023 | | Achievement Description | Air permit renewal granted July 1, 2023. APDES permit was administratively extended in December 2022. Noteworthy that major source air quality permit was not appealed. Reclamation and Closure Plan and Integrated Waste Permit applications were submitted September 19, 2023; these are both being administratively extended into 2024 due to state staffing priorities. | | Achievement Rating: | 110% |

  76. Existing Permits (25%)

    | Threshold (~70-90% rating) | Obtain favorable decision upholding the state pipeline right-of-way | | Target (~90-110% rating) | Threshold item plus: Obtain favorable decision upholding the 401 Certification from Alaska Superior Court and/or Alaska Department of Environmental Conservation (ADEC) | | Maximum (~110-150% rating) | Target items plus: Obtain favorable decisions on the following: i) from Alaska Superior Court and/or ADEC on the 401 Certification, ii) from Alaska Superior Court on the state pipeline right-of-way, and iii) from the Alaska Superior Court on the water rights. For clarity, if any of the foregoing permits/certifications are not upheld by Alaska Superior Court or the applicable state agency the maximum shall not be achieved | | Achievement Description | State pipeline ROW upheld by Alaska Superior Court. 401 Certification decision upheld by ADEC. Water rights upheld in Alaska Superior Court. Water rights and pipeline ROW decisions have been appealed to Alaska Supreme Court. Discussions with USDOJ resulted in their agreement to defend challenge to JROD and final EIS in U.S. District Court. | | Achievement Rating: | 130% |

  77. NEO Individual Performance Ratings

    The NEOs’ annual incentive payment for fiscal 2022 performance was paid in fiscal 2023. The following table describes the 2022 annual incentive payment calculation for NEOs based on performance in 2022 applying the annual incentive calculation formula above to the columns below as follows:

  78. ((A X B) + (C X D)) X (E X F) = G

    | | A | B | C | D | E | F | G | | NEO | 2023 Company | | 2023 Individual | | Annual Incentive Target (as a % of annual base salary) | 2023 Annual Base Salary | 2023 Annual Incentive Payment | | | Weight | Performance Rating | Weight | Performance Rating | | | | | Gregory Lang | 80% | 114% | 20% | 130% | 100% | $838,600 | $982,839 | | David Ottewell | 80% | 114% | 20% | 120% | 80% | $463,900 | $427,530 |

  79. ((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 2023 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 2023.

  80. 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.

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

    | 52 | NOVAGOLD 2024 MANAGEMENT INFORMATION CIRCULAR |

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

    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 for performance in 2022 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 as of the date hereof have a three-year performance period between the grant date and the maturity date when a vesting determination is made. On March 17, 2020, the Board approved an amendment to reduce the number of shares subject to the Stock Award Plan, to effect certain other U.S. tax related updates as a result of the Tax Cuts and Jobs Act of 2017 (the “TCJA”), and to modify the definition of Fair Market Value in the Stock Award Plan. The amendment (i) reduced the aggregate number of shares to be delivered upon the exercise of all awards granted under the Stock Award Plan from a maximum of 10% of the issued and outstanding shares of the Company at the time of grant to a maximum of 8%, on a non-diluted basis, (ii) removed the ability to grant new awards that qualify as performance-based compensation under Section 162(m) of the U.S. Internal Revenue Code, as amended, as a result of the repeal of the exemption for qualified performance-based compensation for grants made after the date of repeal, and (iii) removed the reference to using the last recorded sale of a board lot of Common Shares the day immediately preceding the date in question from the definition of Fair Market Value, leaving the closing price of the Common Shares the day immediately preceding the date in question as the predominant method of determining Fair Market Value. This amendment to the Stock Award Plan was submitted to the TSX for approval, and conditional approval was obtained on March 19, 2020. This amendment to the Stock Award Plan was approved by the Shareholders on May 14, 2020. On March 17, 2020, the Board approved an amendment to the PSU Plan to effect certain other U.S. tax related updates as a result of the TCJA, and to modify the definition of Market Value in the PSU Plan. The amendment (i) removed the ability to grant new awards that qualify as performance-based compensation under Section 162(m) of the U.S. Internal Revenue Code, as amended, as a result of the repeal of the exemption for qualified performance-based compensation for grants made after the date of repeal, and (ii) removed the reference to using the sale of a board lot of Common Shares from the definition of Market Value, leaving the arithmetic average of the closing price of the Common Shares on the applicable stock exchange for the five trading days preceding the applicable date as the predominant method of determining Market Value. This amendment to the PSU Plan was submitted to the TSX for approval, and conditional approval was obtained on March 19, 2020. This amendment to the PSU Plan was approved by the Shareholders on May 14, 2020. The value of each NEO’s long-term incentive (LTI) award is calculated as follows:

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

    | The NEO’s annual base salary ($) | MULTIPLIED BY | LTI Target % |

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

    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 1,182,500 stock options and 512,500 PSUs in aggregate to Mr. Lang and Mr. Ottewell effective December 1, 2023, in recognition of their performance during fiscal year 2023. These grants comprise 50% of each NEO’s LTI award value in stock options and 50% in PSUs. The PSUs granted to the NEOs on December 1, 2023 will mature in three years on or about December 1, 2026. 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 2023 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

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

    | NOVAGOLD 2024 MANAGEMENT INFORMATION CIRCULAR | 53 |

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

    Index between the PSU grant date and November 30, 2026 (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:

  87. 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 |

  88. 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%. |

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

    Stock options granted to the NEOs in fiscal year 2024 based on performance in fiscal year 2023 represented approximately 0.35% of the total Common Shares issued and outstanding as of November 30, 2023. PSUs granted to the NEOs in fiscal year 2024 based on performance in fiscal year 2023 represented approximately 0.15% of the total Common Shares issued and outstanding as of November 30, 2023. Stock options granted to all Company Directors, employees, and service providers in fiscal year 2024 based on performance in fiscal year 2023 represented approximately 0.86% of the total Common Shares issued and outstanding as of November 30, 2023. PSUs granted to all Company employees and service providers in fiscal year 2024 based on performance in fiscal year 2023 represented approximately 0.27% of the total Common Shares issued and outstanding as of November 30, 2023. The following table describes the long-term incentive awards to NEOs granted in fiscal 2024 based on performance in fiscal 2023:

  90. 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 | 863,900 | 0.26 | 4.20 | 374,400 | 0.11 | | David Ottewell | 250 | 318,600 | 0.10 | 4.20 | 138,100 | .0.04 |

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

    | (1) As of November 30, 2023, the Company had a total of 334,246,859 Common Shares issued and outstanding. |

  92. Executive Special Retention Awards

    executive team through at least mid-2024. To accomplish this the Board approved special retention grants for the NEOs and three other Company executives. The special retention grants were awarded December 15, 2022, and are in the form of PSUs that will mature at 100% of the grant amount on June 30, 2024 and pay out shortly thereafter so long as the executive is still employed as an executive by the Company on June 30, 2024. Mr. Lang received a special retention grant of 44,300 PSUs, and Mr. Ottewell received a special retention grant of 35,500 PSUs. All five executives, including NEOs Lang and Ottewell, received special retention grants totaling 181,700 PSUs. One of the three non-NEO executives also received a special retention cash award of $175,000 to be paid out on or shortly after June 30, 2024, so long as the executive is still employed with the Company on June 30, 2024.

  93. 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, 2023, 2022 and 2021. 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”.

  94. 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 | 2023 | 835,908 | 1,763,378 | 1,511,824 | 982,839 | 54,899 | 5,148,848 | | | 2022 | 806,300 | 1,528,705 | 1,511,773 | 940,146 | 52,872 | 4,839,796 | | | 2021 | 804,342 | 1,504,881 | 1,467,584 | 919,182 | 52,059 | 4,748,048 | | David Ottewell, Vice President and CFO | 2023 | 462,417 | 758,261 | 557,540 | 427,530 | 29,110 | 2,234,857 | | | 2022 | 445,017 | 547,331 | 541,407 | 413,981 | 27,346 | 1,975,082 | | | 2021 | 431,775 | 534,978 | 521,456 | 401,224 | 26,221 | 1,915,654 |

  95. 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 13 to the Company’s consolidated financial statements for the applicable fiscal year. |

  96. 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 13 to the Company’s consolidated financial statements for the applicable fiscal year. Option-based awards granted during the years ended November 30, 2021, 2022 and 2023 include vested and unvested amounts. |

  97. Summary Compensation Table

    | (3) Annual incentive payments were made subsequent to fiscal year-end. |

  98. Summary Compensation Table

    | (4) Amounts in fiscal year 2023 include: |

  99. Summary Compensation Table

    | • | For Mr. Lang, $16,396 in 401(k) Company matching contributions, $20,898 in ESPP Company matching contributions, $755 in Company-paid life insurance premiums, $15,000 for auto allowance and $1,850 for a Company-paid executive physical. |

  100. Summary Compensation Table

    | • | For Mr. Ottewell, $16,396 in 401(k) Company matching contributions, $11,560 in ESPP Company matching contributions and $1,153 in Company-paid life insurance premiums. |

  101. Summary Compensation Table

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  102. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides information related to plan-based awards granted to our NEOs during fiscal year 2023 based on performance in fiscal 2022.

  103. Grants of Plan-Based Awards in Fiscal 2023

    | Grants of Plan-Based Awards | | | | | | | | | | | NEO | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | 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) $ | | | | Target $ | Maximum $ | Target # | Maximum # | | | | | | Gregory Lang | 01-Dec-2022 | | | 262,000 | 393,000 | — | 619,600 | 5.77 | 1,511,824 | | | 15-Dec-2022 | | | 44,300 | 44,300 | — | — | — | — | | | | 838,600 | 1,257,900 | | | — | — | — | — | | David Ottewell | 01-Dec-2022 | | | 96,600 | 144,900 | — | 228,500 | 5.77 | 557,540 | | | 15-Dec-2022 | | | 35,500 | 35,500 | — | — | — | — | | | | 371,120 | 556,680 | | | — | — | — | — |

  104. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Annual Incentive Plan estimated payments based upon performance targets for fiscal year 2023. The Annual Incentive Plan does not provide a threshold or minimum payout. |

  105. Grants of Plan-Based Awards in Fiscal 2023

    | (2) The performance criteria for Performance Share Unit Awards granted December 1, 2022 will be measured and paid out in December 2025, depending upon the level of achievement during the performance period. The PSU Plan does not provide a threshold or minimum payout. The special executive retention Performance Share Unit Awards granted December 15, 2022 will mature and be paid out at 100% of the grant amount if the NEO remains employed as an executive with the Company as of June 30, 2024. |

  106. Grants of Plan-Based Awards in Fiscal 2023

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

  107. Grants of Plan-Based Awards in Fiscal 2023

    | (4) Amounts are based upon the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 13 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2023. |

  108. Grants of Plan-Based Awards in Fiscal 2023

    No stock option awards were re-priced during fiscal year 2023.

  109. Grants of Plan-Based Awards in Fiscal 2023

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  110. 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, 2023.

  111. Outstanding Equity Awards at Fiscal Year-End

    | NEO | Option-Based Awards (1) | | | | | Share-Based Awards | | | | 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) $ | 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) $ | | Gregory Lang | 546,000 | — | $6.96 | 30-Nov-2024 | — | | | | | 265,867 | 132,933 | $9.96 | 30-Nov-2025 | — | | | | | 200,767 | 401,533 | $6.75 | 30-Nov-2026 | — | | | | | — | 619,600 | $5.77 | 30-Nov-2027 | — | | | | | | | | | | 147,400 | 619,080(4) | | | | | | | | 224,000 | 940,800(5) | | | | | | | | 262,000 | 1,100,400(6) | | | | | | | | 44,300 | 186,060(7) | | David Ottewell | 194,000 | — | $6.96 | 30-Nov-2024 | — | | | | | 94,467 | 47,233 | $9.96 | 30-Nov-2025 | — | | | | | 71,900 | 143,800 | $6.75 | 30-Nov-2026 | — | | | | | — | 228,500 | $5.77 | 30-Nov-2026 | — | | | | | | | | | | 52,400 | 220,080(4) | | | | | | | | 80,200 | 336,840(5) | | | | | | | | 96,600 | 405,720(6) | | | | | | | | 35,500 | 149,100(7) |

  112. 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. |

  113. 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, 2023 of $4.20 less the option exercise price, as applicable. |

  114. 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, 2023 of $4.20. The Payout Value assumes that these PSUs are paid out at 100% of the grant amount. |

  115. Outstanding Equity Awards at Fiscal Year-End

    | (4) The performance period for these PSUs ended on November 30, 2023. Subsequent to November 30, 2023, it was determined that these PSUs did not meet the performance criteria and were forfeited without any payout. |

  116. Outstanding Equity Awards at Fiscal Year-End

    | (5) The performance period for these PSUs is scheduled to end on November 30, 2024. The payout, if any, is scheduled to be made on or shortly after December 1, 2024. |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (6) The performance period for these PSUs is scheduled to end on November 30, 2025. The payout, if any, is scheduled to be made on or shortly after December 1, 2025. |

  118. Outstanding Equity Awards at Fiscal Year-End

    | (7) These special executive retention PSUs are scheduled to mature at 100% of the grant amount if the NEO remains employed as an executive with the Company as of June 30, 2024. The payout, if any, is scheduled to be made on or shortly after July 1, 2024. |

  119. Outstanding Equity Awards at Fiscal Year-End

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  120. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table provides information regarding stock that vested from PSU grants during fiscal 2023 and stock options that were exercised by the Company’s NEOs during fiscal 2023. Stock award value is calculated by multiplying the number of vested PSUs by the market value of the underlying shares on the vesting date.

  121. Option Exercises and Stock Vested in Fiscal 2023

    | NEO | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(1) # | Value Realized on Exercise $ | Number of Shares Acquired on Vesting(2) # | Value Realized on Vesting $ | | Gregory Lang | 969,000 | 461,934 | Nil | Nil | | David Ottewell | 334,600 | 768,272 | Nil | Nil |

  122. Option Exercises and Stock Vested in Fiscal 2023

    | (1) A portion of these shares were withheld to cover the exercise price of the options. |

  123. Option Exercises and Stock Vested in Fiscal 2023

    | (2) Certain PSU grants made on December 1, 2019 matured on December 1, 2022; however, these PSU grants were forfeited in full as the performance criteria was not met. |

  124. CEO Pay Ratio – 10.6 to 1

    CEO Pay Ratio – 10.6 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 2023 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 57 of this Circular. Pay elements that were included in the annual total compensation for each employee are:

  125. CEO Pay Ratio – 10.6 to 1

    | • | salary received in fiscal year 2023 |

  126. CEO Pay Ratio – 10.6 to 1

    | • | annual incentive payment received for performance in fiscal year 2023 |

  127. CEO Pay Ratio – 10.6 to 1

    | • | grant date fair value of stock option and PSU awards granted in fiscal year 2023 |

  128. CEO Pay Ratio – 10.6 to 1

    | • | Company-paid 401(k) Plan or RRSP match made during fiscal year 2023 |

  129. CEO Pay Ratio – 10.6 to 1

    | • | Company-paid ESPP match made during fiscal year 2023 |

  130. CEO Pay Ratio – 10.6 to 1

    | • | Company-paid life insurance premiums during fiscal year 2023 |

  131. CEO Pay Ratio – 10.6 to 1

    | • | auto allowance paid in fiscal year 2023 |

  132. CEO Pay Ratio – 10.6 to 1

    | • | reimbursement for Company-paid executive physical during fiscal year 2023 |

  133. CEO Pay Ratio – 10.6 to 1

    Our calculation includes all employees as of November 30, 2023. 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 described above for each of our employees, (ii) ranking the annual total compensation of all employees except for the CEO from lowest to highest (a list of twelve employees), and (iii) since we have an even number of employees when not including the CEO, determining that the average annual total compensation of the two employees ranked sixth and seventh on the list is 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 2023 for our CEO was $5,148,848 and for the Median Employee was $487,156. The resulting ratio of our CEO’s pay to the pay of our Median Employee for fiscal year 2023 is 10.6 to 1.

  134. CEO Pay Ratio – 10.6 to 1

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  135. 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 401(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 three-year performance period.

  136. Pay Versus Performance

    | | | | | | Value of Initial Fixed C$100 Investment Based On: | | | | | 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) | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Loss (4) (000s) | Net Cash Used in Operations ( 5) (000s) | | 2023 | $5,148,848 | $(1,061,965) | $2,234,857 | $612,754 | $43.01 | $80.39 | $46,803 | $7,786 | | 2022 | $4,839,796 | $793,106 | $1,975,082 | $927,235 | $58.89 | $76.66 | $53,343 | $12,371 | | 2021 | $4,748,048 | $(11,834,819) | $1,915,654 | $(1,851,289) | $65.81 | $86.63 | $40,536 | $9,863 |

  137. Pay Versus Performance

    | (1) In his capacity as President and Chief Executive Officer, Mr. Lang is included as our PEO for 2023, 2022, and 2021. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. |

  138. Pay Versus Performance

    | (2) In his capacity as Vice President and Chief Financial Officer, Mr. Ottewell is included as our Non-PEO NEO for 2023, 2022, and 2021. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. |

  139. Pay Versus Performance

    | (3) Peer Group TSR average comprises the following companies (peers referenced for 2023 compensation planning as disclosed In the Compensation Discussion & Analysis above, and in NOVAGOLD’s Management Information Circular published March 24, 2023): Alamos Gold Inc, B2Gold Corp., Centerra Gold Inc., Coeur Mining Inc., Equinox Gold Corporation, Hecla Mining Company, IAMGOLD Corporation, MAG Silver Corporation, New Gold Inc., OceanaGold Corp., Pan American Silver, Seabridge Gold Inc., SSR Mining Inc., and Torex Gold Resources Inc. |

  140. Pay Versus Performance

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

  141. Pay Versus Performance

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

  142. Pay Versus Performance

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

    Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

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

    | | | PEO | | | Non-PEO NEO | | | | Adjustments (1)(2) | | 2023 $ | 2022 $ | 2021 $ | 2023 $ | 2022 $ | 2021 $ | | Summary Compensation Table Total | | 5,148,848 | 4,839,796 | 4,748,048 | 2,234,857 | 1,975,082 | 1,915,654 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | (-) | 1,763,378 | 1,528,705 | 1,504,881 | 758,261 | 547,331 | 534,978 | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | (-) | 1,511,824 | 1,511,773 | 1,467,584 | 557,540 | 541,407 | 521,456 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | (+) | 1,485,056 | 2,336,098 | 916,358 | 628,111 | 836,520 | 331,018 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (+) | (4,523,702) | (3,797,454) | (14,456,405) | (971,466) | (950,159) | (3,009,005) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (+) | 201,793 | 1,067,197 | (70,354) | 72,161 | 371,903 | (32,522) | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | (-) | 98,758 | 612,053 | — | 35,108 | 217,373 | — | | Compensation Actually Paid | | (1,061,965) | 793,106 | (11,834,819) | 612,754 | 927,235 | (1,851,289) |

  145. 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 FY2017 stock option fair value was $5.39 at 11/30/2020. 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 and $0.17 at 11/30/2023. The FY2022 stock option fair value was $2.51 at 12/01/2021, $2.06 at 11/30/2022 and $0.82 at 11/30/2023. The FY2023 stock option fair value was $2.44 at 12/01/2022 and $1.31 at 11/30/2023. See the Compensation Discussion and Analysis for a description of this award and the rationale. |

  146. 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 which determined a grant date fair value. The FY2019 grant unit fair value was $12.84 at 11/30/2020 and vest date fair value was $8.08 at 11/30/2021. The FY2020 grant unit fair value was $10.79 at 11/30/2021, $2.99 at 11/30/2022 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 11/30/22, and $0.85 at 11/30/2023. The FY2023 grant unit fair value was $5.74 at 12/01/2022 and $1.86 at 11/30/2023. The Monte Carlo model is further described in NOVAGOLD’s Annual Report on Form 10-K for the year ended November 30, 2023. 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. |

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

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

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

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  150. 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.

  151. Pension Benefits and Nonqualified Deferred Compensation

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  152. 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, 2023. 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.

  153. 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 $ | Change of Control (1) $ | Double- Trigger (2) $ | | Gregory Lang | | | | | | | Cash severance | — | 3,642,878 | 838,600 | — | 3,642,878 | | Acceleration of equity awards (3) | — | — | — | — | 2,846,340 | | Present value of group health and dental plan premiums (4) | — | 31,026 | — | — | 31,026 | | Present value of group life and long-term disability premiums (5) | — | — | — | — | 7,733 | | Total Termination Benefits | — | 3,673,904 | 838,600 | — | 6,527,977 | | David Ottewell | | | | | | | Cash severance | — | 1,782,860 | 463,900 | — | 1,782,860 | | Acceleration of equity awards (3) | — | — | — | — | 1,111,740 | | Present value of group health and dental plan premiums (4) | — | 27,451 | — | — | 27,451 | | Present value of group life and long-term disability premiums (5) | — | — | — | — | 9,612 | | Total Termination Benefits | — | 1,810,311 | 463,900 | — | 2,931,663 |

  154. Potential Payments Upon Termination or Change of Control

    | (1) Represents the value of all outstanding PSUs and stock options granted on or before December 1, 2018, the vesting of which will be fully accelerated upon the occurrence of a “change of control” under the Performance Share Unit Plan and the Stock Award Plan. |

  155. Potential Payments Upon Termination or Change of Control

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  156. Potential Payments Upon Termination or Change of Control

    | (2) Represents payments 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 for awards made after January 2019. Excludes accelerated vesting of PSUs and stock options granted prior to January 2019 to which the Named Executive Officers may be entitled upon the occurrence of a “change of control” under the Performance Share Unit Plan and the Stock Award Plan, which are reported under “Change of Control.” |

  157. Potential Payments Upon Termination or Change of Control

    | (3) Value based on the closing price of the Company’s common shares on November 30, 2023 on the NYSE American of $4.20. For stock options, the exercise price has been deducted. |

  158. Potential Payments Upon Termination or Change of Control

    | (4) 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. |

  159. Potential Payments Upon Termination or Change of Control

    | (5) 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. |

  160. Potential Payments Upon Termination or Change of Control

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  161. Potential Payments Upon Termination or Change of Control

    The Company has targeted non-executive Director total direct compensation above the median of the Peer Group for the following reasons:

  162. Potential Payments Upon Termination or Change of Control

    | • | the Company seeks to attract directors with experience working for larger companies than that of our Peer Group because of our large joint venture partner; and |

  163. Potential Payments Upon Termination or Change of Control

    | • | the Company seeks to attract directors with experience working for larger companies than that of our 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. |

  164. Potential Payments Upon Termination or Change of Control

    Compensation targets for non-executive Directors are:

  165. Potential Payments Upon Termination or Change of Control

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

  166. Potential Payments Upon Termination or Change of Control

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

  167. Potential Payments Upon Termination or Change of Control

    | • | For total direct compensation including equity awards – 75th percentile of the market |

  168. Potential Payments Upon Termination or Change of Control

    At the request of the Compensation Committee, a review of non-executive Directors’ compensation was conducted in the fourth quarter of fiscal year 2023. The Compensation Committee, after referring to market information provided by Mercer, determined to recommend no changes to the Directors’ fiscal year 2024 compensation program from that established by the Board for fiscal year 2023. 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 2024 Peer Group consisting of: Alamos Gold Inc., B2Gold Corp., Centerra Gold Inc., Coeur Mining Inc., Equinox Gold Corporation, Hecla Mining Company, IAMGOLD Corporation, MAG Silver Corporation, New Gold Inc., OceanaGold Corp., Pan American Silver, Seabridge Gold Inc., SSR Mining Inc., and Torex Gold Resources 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 compensation program with the Company’s strategy of protecting its treasury. The table below describes the full compensation structure approved for non-executive Directors beginning in fiscal year 2024, which is unchanged from fiscal year 2023.

  169. Potential Payments Upon Termination or Change of Control

    | 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 | $13,200 | per annum |

  170. Potential Payments Upon Termination or Change of Control

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

  171. Potential Payments Upon Termination or Change of Control

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  172. 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, 2023.

  173. 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 | 50,000 | 21,400 | 144,692 | — | 216,092 | | Sharon Dowdall | 50,494 | 15,294 | 145,394 | — | 211,182 | | Diane Garrett | 32,400 | 21,400 | 144,692 | — | 198,492 | | Thomas Kaplan | 134,400 | 42,800 | 144,692 | — | 321,892 | | Hume Kyle | 9,406 | 6,106 | 221,342 | — | 236,854 | | Kalidas Madhavpeddi | 51,100 | 21,400 | 144,692 | — | 217,192 | | Kevin McArthur | 33,500 | 21,400 | 144,692 | — | 199,592 | | Daniel Muñiz Quintanilla | 10,506 | 6,106 | 231,000 | — | 247,612 | | Clynton Nauman | 35,094 | 15,294 | 144,692 | — | 195,080 | | Ethan Schutt | 41,200 | 21,400 | 144,692 | — | 207,292 | | Anthony Walsh | 76,100 | 21,400 | 145,394 | — | 242,894 | | Dawn Whittaker | 17,106 | 6,106 | 221,342 | — | 244,554 |

  174. Non-Executive Director Compensation Table

    | (1) The 2023 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 2022 and the first three quarters of fiscal 2023. Amounts are based upon the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 13 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2023. The number of DSUs granted and the fair value on each grant date calculated in accordance with ASC 718 are as follows: |

  175. Non-Executive Director Compensation Table

    | | December 1, 2022 | | March 1, 2023 | | June 1, 2023 | | September 1, 2023 | | | Non-Executive Director | Fair Value $ | DSUs # | Fair Value $ | DSUs # | Fair Value $ | DSUs # | Fair Value $ | DSUs # | | Elaine Dorward-King | 5,350 | 949 | 5,350 | 959 | 5,350 | 1,031 | 5,350 | 1,282 | | Sharon Dowdall | 5,350 | 949 | 5,350 | 959 | 4,594 | 885 | — | — | | Diane Garrett | 5,350 | 949 | 5,350 | 959 | 5,350 | 1,031 | 5,350 | 1,282 | | Thomas Kaplan | 10,700 | 1,899 | 10,700 | 1,919 | 10,700 | 2,062 | 10,700 | 2,564 | | Hume Kyle | — | — | — | — | 756 | 145 | 5,350 | 1,282 | | Kalidas Madhavpeddi | 5,350 | 949 | 5,350 | 959 | 5,350 | 1,031 | 5,350 | 1,282 | | Kevin McArthur | 5,350 | 949 | 5,350 | 959 | 5,350 | 1,031 | 5,350 | 1,282 | | Daniel Muñiz Quintanilla | — | — | — | — | 756 | 145 | 5,350 | 1,282 | | Clynton Nauman | 5,350 | 949 | 5,350 | 959 | 4,594 | 885 | — | — | | Ethan Schutt | 5,350 | 949 | 5,350 | 959 | 5,350 | 1,031 | 5,350 | 1,282 | | Anthony Walsh | 5,350 | 949 | 5,350 | 959 | 5,350 | 1,031 | 5,350 | 1,282 | | Dawn Whittaker | — | — | — | — | 756 | 145 | 5,350 | 1,282 |

  176. Non-Executive Director Compensation Table

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  177. Non-Executive Director Compensation Table

    | (2) The Company grants stock options to Directors annually. The stock option grants for Directors made on December 1, 2022 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 13 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2023. Each Canadian resident Director was granted a total of 62,200 stock options in a single grant during fiscal 2023, and each non-Canadian resident Director was granted a total of 59,300 stock options in a single grant during fiscal 2023. Additionally, Hume Kyle, Daniel Muñiz Quintanilla, and Dawn Whittaker each received a new director grant of 100,000 stock options upon joining the Company’s Board in May 2023. The fair value of these stock options on the grant date, December 1, 2022, and May 18, 2023 in the case of Mr. Kyle, Mr. Muñiz, and Ms. Whittaker, are calculated in accordance with ASC 718 and are reflected in this column. |

  178. INDEBTEDNESS OF DIRECTORS AND OFFICERS

    INDEBTEDNESS OF DIRECTORS AND OFFICERS As of November 30, 2023, 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.

  179. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS No informed or related person of the Company, which includes each person who has been a Director or executive officer of the Company since the beginning of the most recently completed fiscal year, nor any proposed nominee for election as Director, nor any associate or affiliate of such informed person or proposed nominee, has had any material interest, direct or indirect, in any transaction entered into by the Company since the beginning of the most recently completed fiscal year, or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. Generally speaking, under SEC 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. Since December 1, 2022, there were no related person transactions under the relevant standards. 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.

  180. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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  181. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    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”).

  182. Board of Directors

    Board of Directors The Company has a Board comprised of eleven Directors led by Dr. Thomas Kaplan as Chairman and Anthony Walsh as independent Lead Director. The Board has proposed reducing the size of the Board to ten seats and has proposed a slate of ten Director nominees for Shareholder approval comprised of current Directors. One current Director, Anthony Walsh, is not standing for re-election at the 2024 Meeting. 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 (25.38% of March 6, 2024) 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. Anthony Walsh currently serves as the Board’s independent Lead Director. Following the 2024 Meeting, the Board will appoint a new independent Lead Director as Mr. Walsh is not standing for re-election to the Board at the 2024 Meeting. NP 58-201 recommends that boards of directors of reporting issuers be composed of a majority of independent directors. With nine of the eleven current Directors considered independent, the Board is currently composed of a majority of independent directors. The nine independent Directors are: Elaine Dorward-King, Diane Garrett, Hume Kyle, Kalidas Madhavpeddi, Kevin McArthur, Daniel Muñiz Quintanilla, Ethan Schutt, Anthony Walsh, 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. 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 2023, the independent Directors met four times. Management also communicates informally with the Directors on a regular basis and solicits advice from members or advisors on matters falling within their areas of special knowledge or experience. The Board has five standing subcommittees: Audit, Compensation, Corporate Governance and Nominations, Engineering and Technical, and Sustainability. Each of the foregoing subcommittees 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 subcommittees 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. Depending upon the topic, the Board or its standing subcommittees may meet with experts of their choosing, such as the Compensation Consultant, the Company’s Auditors, or outside legal counsel, for example, outside the presence of management. The Board believes this practice of meeting without Company management from time-to-time results in frank discussions, assessments and the effective oversight of risks and opportunities facing the Company.

  183. Board of Directors

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  184. Board of Directors

    The following Directors and Director nominees currently serve on the following boards of directors of other reporting issuers:

  185. Board of Directors

    | Name | Reporting Issuer | | Elaine Dorward-King | Kenmare Resources plc (LSE: KMR, ISE: KMR) Nevada Copper (TSX: NCU) Sibanye-Stillwater (JSE: SSW) | | Diane Garrett | Hycroft Mining Holding Corporation (NASDAQ: HYMC) | | Thomas Kaplan | None | | Hume Kyle | None | | Gregory Lang | Trilogy Metals Inc. (TSX, NYSE American: TMQ) | | Kalidas Madhavpeddi | Dundee Precious Metals Inc. (TSX: DPM) Glencore plc (LSE: GLEN, JSE: GLN) | | Kevin McArthur | First Quantum Minerals Inc. (TSX: FM) Royal Gold Inc. (NASDAQ: RGLD) | | Daniel Muñiz Quintanilla | Brookfield Infrastructure Partners LP (NYSE: BIP) Hudbay Minerals Inc. (TSX, NYSE: HBM) Gatos Silver (TSX, NYSE: GATO) | | Ethan Schutt | None | | Anthony Walsh (1) | Dundee Precious Metals Inc. (TSX: DPM) | | Dawn Whittaker | Triple Flag Precious Metals Corp. (TSX, NYSE: TFPM) |

  186. Board of Directors

    | (1) Not standing for election at the 2024 Meeting. |

  187. 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.