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NOVAGOLD RESOURCES INC Director's Dealing 2014

Jan 9, 2014

31272_dirs_2014-01-09_3853d7c3-6564-4c94-8541-23bf5231e196.zip

Director's Dealing

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SEC Form 3/A — Form 3/A

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

Reporting Person: Lang Gregory A. (Director, President & CEO)

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 698444 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $10.12 2016-12-06 Common Shares (500000) Direct
Stock Option (right to buy) $6.17 2017-06-07 Common Shares (500000) Direct
Stock Option (right to buy) $4.38 2017-12-04 Common Shares (660000) Direct

Footnotes

F1: Includes 560,000 Performance Share Units, 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: The options vest as follows: 1/3 immediately; 1/3 on 1/9/2013; 1/3 on 1/9/2014.

F3: Expressed in Canadian dollars.

F4: The options vest as follows: 166,000 on 6/8/2012; 167,000 on 6/8/2013; 167,000 on 6/8/2014.

F5: The options vest as follows: 220,000 on 12/5/2012; 220,000 on 12/5/2013; 220,000 on 12/5/2014.