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NOVAGOLD RESOURCES INC Director's Dealing 2014

Jan 9, 2014

31272_dirs_2014-01-09_011a3e27-5db7-44b9-9763-c95145a8dabb.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAGOLD RESOURCES INC (NG)
CIK: 0001173420
Period of Report: 2014-01-07

Reporting Person: Ottewell David A. (Vice President & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-07 Common Shares A 233400 $0.0 Acquired 484495 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-01-07 Stock Option (right to buy) $2.90 A 577300 Acquired 2019-01-06 Common Shares (577300) Direct

Footnotes

F1: Grant of 233,400 Performance Share Units (PSUs), which are subject to performance criteria set by the board of directors of the Issuer. 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 the performance criteria has been met.

F2: Includes 1,781 shares acquired under the NOVAGOLD RESOURCES Inc. Employee Stock Purchase Plan during the fourth quarter of 2013.

F3: Expressed in Canadian dollars.

F4: The options vest as follows: 1/3 on 1/7/14; 1/3 on 1/7/15; and 1/3 on 1/7/16.