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NOVAGOLD RESOURCES INC Director's Dealing 2013

Dec 2, 2013

31272_dirs_2013-12-02_df05c040-fc26-473c-9bee-f12310e4ae8b.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NOVAGOLD RESOURCES INC (NG)
CIK: 0001173420
Period of Report: 2013-12-01

Reporting Person: Van Nieuwenhuyse Rick (Director)

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 436386 Direct
Common Shares 86690 Indirect
Common Shares 182938 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $7.47 2018-04-04 Common Shares (250000) Direct
Stock Option (right to buy) $13.24 2015-12-02 Common Shares (332300) Direct
Stock Option (right to buy) $10.12 2016-12-06 Common Shares (75750) Direct
Stock Option (right to buy) $8.07 2015-01-16 Common Shares (250000) Direct
Stock Option (right to buy) $5.83 2015-01-20 Common Shares (231250) Direct
Stock Option (right to buy) $2.23 2014-01-07 Common Shares (838000) Direct
Stock Option (right to buy) $12.81 2016-03-09 Common Shares (200000) Direct
Stock Option (right to buy) $4.78 2014-05-28 Common Shares (483050) Direct
Stock Option (right to buy) $4.78 2014-05-28 Common Shares (702300) Direct
Stock Option (right to buy) $4.38 2017-12-04 Common Shares (130050) Direct
Stock Option (right to buy) $6.01 2014-03-07 Common Shares (250000) Direct

Footnotes

F1: Includes 6,021 Deferred Share Units (DSUs). Each DSU is the economic equivalent of one share of the Issuer's common stock. The underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until termination of the reporting person's employment or services as a director of NOVAGOLD RESOURCES INC. The grants will expire no later than 90 days after the reporting person's termination date.

F2: Expressed in Canadian dollars.

F3: Option grant is subject to performance criteria; none of the options will vest until the performance criteria is met.

F4: The options vest as follows: 221,533 on 04/30/2012; 110,767 on 12/03/2012.