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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

 

Filed by Registrant [X]

 

Filed by a Party other than the Registrant [  ]

 

 

(Name of Registrant as Specified In Its Charter)

 

 

___________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

CORPORATE OFFICE Suite 720 – 789 West Pender Street Vancouver, British Columbia Canada V6C 1H2 Tel: 604-669-6227 or 866-669-6227 Fax: 604-669-6272	MANAGEMENT OFFICE 201 South Main Street, Suite 400 Salt Lake City, Utah USA 84111 Tel: 801-639-0511 Fax: 801-649-0509
Website: www.novagold.com

The Company's executive compensation package targets between 58% and 62% of compensation to be paid in long-term equity incentives which vest over time and are tied to the Company's performance.  In 2015, approximately 66% of the actual pay received by Gregory Lang, David Deisley and David Ottewell, our named executive officers, was made in long-term incentive compensation, which means it is "at risk" and may never be fully realized.  NOVAGOLD's Board members are paid at least half of their annual retainer in deferred share units ("DSUs"), which convert into NOVAGOLD shares on a one-to-one basis upon the director's retirement from the Board.  The Board believes that compensation tied to long-term company performance measures align the interests of the Board and the executive team with the interests of shareholders.   Please refer to the "Compensation Discussion & Analysis"  beginning on page 27, to "Non-Executive Director Compensation" beginning on page 55, and to "Risk Assessment of Compensation Policies and Practices" on page 29 for more information on these topics.

COMPENSATION CLAWBACK

 

NOVAGOLD is a streamlined company with effective internal controls over financial and accounting matters, making the risk of financial reporting errors small.  The Company has decided to wait until the SEC adopts a final clawback rule before adopting a formal clawback policy.

PEER GROUPS

 

The Company and its principal assets, Donlin Gold and Galore Creek, are unique.  The Company's projects are large, relatively high grade, advanced stage projects in which the Company owns a 50% interest along with a senior mining company.  These project characteristics make the selection of a peer group difficult. With the assistance of its compensation consultant, the Compensation Committee selected NOVAGOLD's executive compensation peer group using the following selection criteria: i) Canadian and/or U.S. listed companies, ii) market capitalization and total assets similar to the Company, iii) gold, diversified metals and mining, or precious metals/minerals industry, iv) complexity of operation/business strategy relative to the Company, and v) experienced, full-time executive team.  Additional information is available on page 29 of the Circular under the heading "Risk Assessment of Compensation Policies and Practices".

INDEPENDENT LEAD DIRECTOR

 

Dr. Thomas Kaplan, a non-independent director of NOVAGOLD and the Chief Investment Officer of Electrum Strategic Resources, LP ("Electrum"), the Company's largest shareholder, holds the position of Board Chair. Dr. Kaplan has enjoyed high levels of shareholder support during his tenure as Board Chair and has a successful track record of investing in resource companies. The Board has appointed Gerald McConnell as Independent Lead Director to lead in camera meetings of NOVAGOLD's independent directors.  More information is available on page 68 of this Circular under the heading "Board of Directors".

BOARD DIVERSITY AND TENURE

 

The charter of the Board's Corporate Governance & Nominations Committee contains specific criteria related to diversity of director candidates.  Additionally, the Board has adopted an express commitment that, in the event of a Board vacancy, the Corporate Governance & Nominations Committee must present at least as many female as male nominees to the Board for consideration.  More information is available under the heading "Board Diversity and Tenure" beginning on page 73.

SHAREHOLDER ENGAGEMENT

 

The Company has an active shareholder engagement program in which the CEO and the Board Chair meet regularly with large shareholders, and the Company's Corporate Communications team is very responsive to shareholder inquiries regardless of such shareholder's level of ownership.  In 2015, the Company continued its active outreach program by rolling out an updated Company website in September, attending numerous and diverse investor conferences and meetings throughout the year, and live-streaming its quarterly earnings reports and annual shareholder meeting where virtual attendees also have the ability to ask questions.  Additionally, the Company retained Kingsdale Shareholder Services to assist with outreach efforts to contact a broad group of the Company's shareholders in connection with the 2014, 2015 and 2016 annual meetings.

 

More information on the Company can be found in the Annual Report on Form 10-K which is available on the Company's website at www.novagold.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The Board and management team wish to thank you for your continued confidence in NOVAGOLD.

Sincerely,

/s/ Gregory A. Lang

Gregory A. Lang

President & CEO

NOVAGOLD RESOURCES INC.
Suite 720 – 789 West Pender Street
Vancouver, British Columbia

Canada V6C 1H2

201 South Main Street, Suite 400

Salt Lake City, Utah

USA 84111

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of the shareholders (the "Shareholders") of NOVAGOLD RESOURCES INC. (the "Company") will be held at the offices of Blake, Cassels & Graydon LLP, 595 Burrard Street, Suite 2600, Three Bentall Centre, Vancouver, British Columbia, V7X 1L3, Canada, on Friday, May 13, 2016 at 1:00 p.m. (Pacific time), for the following purposes:

1.	To receive the Annual Report of the Directors of the Company (the "Directors") containing the consolidated financial statements of the Company for the year ended November 30, 2015, together with the Report of the Auditors thereon;

2.	To elect Directors of the Company for the forthcoming year;

3.	To appoint the Auditors of the Company for the forthcoming year and to authorize the Directors through the Audit Committee to fix the Auditors' remuneration;

4.	To consider and, if deemed advisable, pass a non-binding resolution approving the compensation of the Company's Named Executive Officers; and

5.	To transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters currently proposed to be put before the Meeting are set forth in the Circular accompanying and forming part of this Notice.

Only Shareholders of record at the close of business on March 14, 2016 are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting, please complete, sign, date and return the proxy that will be delivered to you separately, whether or not you plan to personally attend. Sending your proxy will not prevent you from voting in person at the Meeting. All proxies completed by registered Shareholders must be returned to the Company:

·

by delivering the proxy to the Company's transfer agent, Computershare Investor Services Inc., at its office at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, for receipt no later than May 11, 2016, at 4:00 p.m. Eastern time, (1:00 p.m. Pacific time);

·

by fax to the Toronto office of Computershare Investor Services Inc., Attention: Proxy Tabulation at 416-263-9524 or 1-866-249-7775 not later than May 11, 2016 at 4:00 p.m. Eastern time, (1:00 p.m. Pacific time);

·

by online proxy at the following website:  www.envisionreports.com/novagold_2016 no later than May 11, 2016 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time); or

·

by telephone by calling toll-free in North America 1-866-732-8683 and following the instructions, no later than May 11, 2016 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time).

Non-registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary.  A more detailed description on returning proxies by non-registered Shareholders can be found on page 3 of the attached Circular.

Kingsdale Shareholder Services ("Kingsdale") is acting as the Company's proxy solicitation agent. If you have any questions, please contact Kingsdale, toll free in North America at 1-866-228-8818 or call collect outside North America at 416-867-2272 or by email at contactus@kingsdaleshareholder.com.

DATED at Vancouver, British Columbia, this 24^th day of March, 2016.

	BY ORDER OF THE BOARD OF DIRECTORS
	/s/ Gregory A. Lang
	Gregory A. Lang, President and Chief Executive Officer

 

 

 

THIS MANAGEMENT INFORMATION CIRCULAR (this "Circular") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT AND THE BOARD OF DIRECTORS (THE "BOARD OF DIRECTORS" OR THE "BOARD") OF NOVAGOLD RESOURCES INC. (the "Company") for use at the Annual Meeting of the Shareholders (the "Shareholders") of the Company to be held at the offices of Blake, Cassels & Graydon LLP, Suite 2600, 595 Burrard Street, Three Bentall Centre, Vancouver, British Columbia, V7X 1L3, Canada at 1:00 p.m. (Pacific time) on May 13, 2016 (the "Meeting") or at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting.  This Circular, the accompanying Notice of Meeting and the form of proxy were first made available to Shareholders on March 24, 2016.

Solicitation of proxies will primarily be by mail or courier, supplemented by telephone or other personal contact by employees or agents of the Company at nominal cost, and all costs thereof will be paid by the Company. The Company has also retained the services of Kingsdale Shareholder Services ("Kingsdale") as its proxy solicitation agent to assist the Company in soliciting proxies. The total cost of the solicitation of proxies will be borne by the Company.  The Company will also pay the fees and costs of intermediaries for their services in transmitting proxy related material to non-registered Shareholders (other than objecting beneficial owners) in accordance with National Instrument 54‑101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").  The Company estimates the fees for Kingsdale associated with this year's proxy solicitation will be C$41,000 plus disbursements.

If you have any questions or need assistance completing your form of proxy or voting instruction form, please contact our proxy solicitation agent, Kingsdale, toll free in North America at 1-866-228-8818, or call collect from outside North America at 416-867-2272, or by email at contactus@kingsdaleshareholder.com.

Notice and Access

The Company uses the "Notice and Access" provisions in securities la- 1 -ws that permit the Company to forego mailing paper copies of this Circular and proxy-related materials to Shareholders and instead make them available for review, print and download via the Internet.  Registered and non-registered Shareholders have received a Notice Package (as defined below), but will not receive a paper copy of this Circular or the proxy-related materials unless they request such documents as described in the Notice Package.

In accordance with the requirements of NI 54-101, the Company has distributed a notice (the "Notice Package"), in the form prescribed by NI 54-101, to the clearing agencies and intermediaries for onward distribution to non-registered Shareholders, of the website location where non-registered Shareholders may access the Notice of Meeting, this Circular and the instrument of proxy (collectively, the "Meeting Materials").  The Company will not pay for intermediaries to forward the Meeting Materials to objecting beneficial owners (as defined in NI 54-101); therefore, objecting beneficial owners will not receive the Notice Package unless their intermediary assumes the costs of delivery.

Intermediaries are required to forward the Notice Package to non-registered Shareholders unless a non-registered Shareholder has waived the right to receive Meeting Materials. Typically, intermediaries will use a service company (such as Broadridge Financial Services Inc. ("Broadridge")) to forward the Notice Package to non-registered Shareholders.

General

Unless otherwise specified, the information in this Circular is current as at March 14, 2016.  Unless otherwise indicated, all references to "$" or "US$" in this Circular refer to United States dollars.  References to "C$" in this Circular refer to Canadian dollars.  The Bank of Canada exchange rate of a U.S. dollar to a Canadian dollar on November 30, 2015 was 1.3353.

Copies of the Meeting Materials, as well as the Company's financial statements to be approved at the Meeting and related MD&A, can be obtained under the Company's profile at www.sedar.com, at www.sec.gov, at www.novagold.com or at www.envisionreports.com/novagold_2016.

Record Date and Quorum

The Board of Directors of the Company has fixed the record date for the Meeting as the close of business on March 14, 2016 (the "Record Date"). If a person acquires ownership of shares subsequent to the Record Date such person may establish a right to vote by delivering evidence of ownership of common shares of the Company ("Common Shares") satisfactory to the Board and a request to be placed on the voting list to Blake, Cassels & Graydon LLP, the Company's legal counsel, at Suite 2600, 595 Burrard Street, Three Bentall Centre, Vancouver, BC, V7X 1L3, Attention: Trisha Robertson. Subject to the above, all registered holders of Common Shares at the close of business on the Record Date will be entitled to vote at the Meeting. No cumulative rights are authorized and dissenter's rights are not applicable to any matters being voted upon.  Each registered Shareholder will be entitled to one vote per Common Share.

Two or more persons present in person or by proxy representing at least 25% of the Common Shares entitled to vote at the Meeting will constitute a quorum at the Meeting.

Treatment of Abstentions, Withhold Votes and Broker Non-Votes

Abstentions, withhold votes and broker non-votes are included in determining whether a quorum is present, but will not be included in vote totals and will not affect the outcome of the vote.

Registered Shareholders

Registered Shareholders have two methods by which they can vote their shares at the Meeting, namely in person or by proxy. To assure your representation at the Meeting, please complete, sign, date and return the proxy included with this Circular.  Sending your proxy will not prevent you from voting in person at the Meeting.

Shareholders who do not wish to attend the Meeting or do not wish to vote in person can vote by proxy.  A registered Shareholder must return the completed proxy to the Company:

·

by delivering the proxy to the Company's transfer agent, Computershare Investor Services Inc., at its office at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, for receipt no later than May 11, 2016, at 4:00 p.m. Eastern time, (1:00 p.m. Pacific time);

·

by fax to the Toronto office of Computershare Investor Services Inc., Attention: Proxy Tabulation at  416-263-9524 or 1-866-249-7775 no later than May 11, 2016 at 4:00 p.m. Eastern time, (1:00 p.m. Pacific time);

·

by online proxy at the following website:  www.envisionreports.com/novagold_2016 no later than May 11, 2016 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time); or

·

by telephone by calling toll-free in North America 1-866-732-8683 and following the instructions, no later than May 11, 2016 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time).

The persons named in the form of proxy are officers and directors of the Company ("Directors"). Each Shareholder has the right to appoint a person or a company (who need not be a Shareholder) to attend and act for him/her and on his/her behalf at the Meeting other than the persons designated in the form of proxy. Such right may be exercised by striking out the names of the persons designated on the form of proxy and by inserting such appointed person's name in the blank space provided for that purpose or by completing another form of proxy acceptable to the Board.

Non-registered Shareholders

The information set forth in this section is of significant importance to many Shareholders of the Company, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (i.e. non-registered or beneficial Shareholders) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted upon the instructions of the non-registered Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting Common Shares for the broker's clients, which is generally referred to as a "broker non-vote."  Therefore, non-registered Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

 

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from non-registered Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by non-registered Shareholders in order to ensure that their shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically uses its own form of proxy (known as a voting instruction form or VIF), mails those forms to the non-registered Shareholders and asks non-registered Shareholders to either return the proxy forms to Broadridge or alternatively provide voting instructions by using the Broadridge automated telephone system. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A non-registered Shareholder receiving a proxy from Broadridge cannot use that proxy to vote Common Shares directly at the Meeting – the proxy must be returned to Broadridge well in advance of the Meeting in accordance with Broadridge's instructions in order to have the shares voted.

Although a non-registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her broker (or an agent of the broker), a non-registered Shareholder may attend the Meeting as the proxyholder for a registered Shareholder and vote the Common Shares in that capacity. Non-registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as the proxyholder for a registered Shareholder, should enter their own names in the blank space on the form of proxy provided to them by their broker (or agent) and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

If you have any questions or need assistance completing your voting instruction form, please contact our proxy solicitation agent, Kingsdale, toll free in North America at 1-866-228-8818, or call collect from outside North America at 416-867-2272, or contact them by email at contactus@kingsdaleshareholder.com.

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favor of the person(s) designated in the form of proxy will be voted or withheld from voting in accordance with the instructions given on the form of proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted in favor of all matters referred to on the form of proxy.

 

The proxy also confers discretionary authority to vote for, withhold from voting or vote against, amendments or variations to matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting. Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business other than that referred to in the accompanying Notice of Meeting which will be presented at the Meeting. However, if any other matters properly come before the Meeting, it is the intention of the management designees named in the proxy to vote in accordance with the recommendations of management of the Company.

Proxies must be received by the Toronto office of Computershare, located at 100 University Avenue, 8^th Floor, Toronto, Ontario, Canada M5J 2Y1 no later than May 11, 2016 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time).  The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, without notice.

A Shareholder who has given a proxy may revoke it at any time insofar as it has not been exercised. In addition to any other manner permitted by law, a registered Shareholder who has given an instrument of proxy may revoke it by instrument in writing, executed by the Shareholder or by their attorney authorized in writing, or if the Shareholder is a Company, under its corporate seal, and deposited either with Computershare at its Toronto office at 100 University Avenue, 8^th Floor, Toronto, Ontario, Canada M5J 2Y1 or with the Company's legal counsel, Blake, Cassels & Graydon LLP, at Suite 2600, 595 Burrard Street, Three Bentall Centre, Vancouver, BC, V7X 1L3, Attention: Trisha Robertson, at any time up to and including the last business day preceding the Meeting at which the proxy is to be used, or any adjournment thereof, or with the chairman of such Meeting on the date of the Meeting, or any adjournment thereof, and upon either of such deposits the proxy is revoked. A registered Shareholder attending the Meeting has the right to vote in person, and if the registered Shareholder does so, any proxy previously given is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting.

The following table sets forth certain information regarding the ownership of the Company's Common Shares as at February 29, 2016 by each Shareholder known to the Company who beneficially owns, or exercises control or direction over, directly or indirectly, more than 5% of the outstanding Common Shares of the Company as of that date, based solely on such person's most recent Schedules 13D or 13G or Form 4 filed with the U.S. Securities and Exchange Commission (the "SEC").

(1)

Dr. Thomas Kaplan, Chairman of the Board, is also Chairman and Chief Investment Officer of The Electrum Group LLC ("The Electrum Group"), a privately-held global natural resources investment management company which manages the portfolio of Electrum.  Includes 5,000,000 Common Shares held by affiliates of Electrum.

(2)	As of February 29, 2016, the Company had 319,563,787 common shares issued and outstanding.

According to the Articles of Association of the Company, the Board shall consist of not less than three and no more than such number of Directors to be determined by resolution of Shareholders. The number of Directors has been set at 11.

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 earlier vacated, in accordance with the Articles of Association 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 promptly 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.  The resignation will be effective when accepted by the Board.  The Board expects that resignations tendered pursuant to this policy will be accepted absent exceptional circumstances.  If the Board declines to accept a resignation tendered pursuant to this policy, it should 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 in their discretion unless the Shareholder has specified otherwise in the form of proxy.

 

The Audit Committee reviewed and discussed with management and the Company's Auditors the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended November 30, 2015. In addition, the Audit Committee has discussed with the Company's Auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU380), as amended, as adopted by the Public Accounting Oversight Board in Rule 3200T. The Audit Committee has also received the written disclosures and the letter from the Company's Auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with the Company's Auditors that audit firm's independence from the Company and its management. Based on the review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended November 30, 2015, for filing with the SEC, which Annual Report is available on the Company's website at www.novagold.com, under the Company's profile on EDGAR at www.sec.gov, and on SEDAR at www.sedar.com.

Audit Committee of the Board
Anthony Walsh, Chair
Sharon Dowdall
Kalidas Madhavpeddi
Clynton Nauman

In the absence of a contrary instruction, the person(s) designated in the form of proxy by the Company intend to vote FOR the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the next annual meeting of Shareholders or until a successor is appointed, at a remuneration to be fixed by the Directors through the Audit Committee.

In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, the following proposal, commonly known as a "Say on Pay" proposal, gives our Shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation received by Gregory Lang, David Deisley and David Ottewell (together, the "Named Executive Officers" or "NEOs").  This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and our compensation philosophy, policies and practices, as disclosed under the "Compensation Discussion and Analysis" section of this Circular.

Our executive compensation program is designed to recruit and retain key individuals and reward individuals with compensation that has long-term growth potential while recognizing that the executives work as a team to achieve corporate results and should be rewarded accordingly.  In order to align executive pay with both the Company's performance and the creation of sustainable shareholder value, a significant portion of compensation paid to our NEOs is allocated to performance-based, short-term and long-term incentive programs to make executive pay dependent on the Company's performance (also known as "at-risk compensation"). In addition, as an executive officer's responsibility and ability to affect the financial results of the Company increases, the portion of their total compensation deemed "at-risk" increases.  Shareholders are urged to read the "Compensation Discussion and Analysis" section of this Circular, which more thoroughly discusses how our compensation policies and procedures implement our compensation philosophy.

We are asking our Shareholders to indicate their support for our NEO compensation as described in this Circular by voting FOR the following resolution:

BE IT RESOLVED, as an ordinary resolution, that the compensation paid to the named executive officers, as disclosed in the Company's 2016 Circular pursuant to the SEC's executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

While we intend to carefully consider the voting results of this proposal, the final vote is advisory in nature and therefore not binding on us, our Board or the Compensation Committee.  Our Board and Compensation Committee value the opinions of all of our Shareholders and will consider the outcome of this vote when making future compensation decisions for our NEOs. The Board believes that submitting the non-binding vote on compensation of the Company's NEOs to Shareholders on an annual basis is appropriate for the Company and its Shareholders at this time.

In the absence of a contrary instruction, the person(s) designated in the form of proxy by the Company intend to vote FOR the approval of the non-binding resolution approving the compensation paid to the NEOs as disclosed in this Circular.

The following table sets forth certain information with respect to our current Directors and executive officers. The term for each Director expires at the next annual meeting of Shareholders or at such time as a qualified successor is appointed, upon ceasing to meet the qualifications for election as a director, upon death, upon removal by the Shareholders or upon delivery or submission to the Company of the Director's written resignation, unless the resignation specifies a later time of resignation.  Each executive officer shall hold office until the earliest of the date the officer's resignation becomes effective, the date a successor is appointed or the officer ceases to be qualified for that office, or the date the officer is terminated by the Board of Directors of the Company. The name, location of residence, age, and office held by each Director and executive officer, current as of March 14, 2016, has been furnished by each of them and is presented in the following table.  Unless otherwise indicated, the address of each Director and executive officer in the table set forth below is care of NOVAGOLD, 201 South Main, Suite 400, Salt Lake City, Utah 84111, United States.

(1)	Chairman of the Board
(2)	Member of the Audit Committee.
(3)	Member of the Compensation Committee.
(4)	Member of the EHSS and Technical Committee.
(5)	Member of the Corporate Governance and Nominations Committee.
(6)	Member of the Corporate Communications Committee.

The Securities Held listed below for each Director and NEO are as of November 30, 2015.  Determination of whether each person meets the share ownership guidelines is determined by calculating the number of Common Shares and DSUs, if applicable, owned by each person, multiplied by the closing price of the Common Shares on November 30, 2015 on the TSX (if a Director), or on the NYSE-MKT (if a NEO).

 

(1)	See description of Electrum's holdings and Dr. Kaplan's relationship with Electrum under "Voting Shares and Principal Holders Thereof."

 

(2)

Mr. Lang has exceeded his share ownership requirement as President and Chief Executive Officer as of November 30, 2015.  See "Executive Share Ownership" for details on the share ownership guidelines applicable to Mr. Lang.  PSUs are not included in determining whether a NEO meets the Share Ownership Guidelines.

Rick Van Nieuwenhuyse
	Mr. Van Nieuwenhuyse joined the Company as President and Chief Operating Officer in January 1998 and was appointed as Chief Executive Officer in May 1999. He resigned as President and Chief Executive Officer of the Company in January of 2012 in order to assume his current role of President and Chief Executive Officer of NovaCopper Inc. Mr. Van Nieuwenhuyse has more than 30 years of experience in the natural resource sector including as Vice President of Exploration for Placer Dome Inc. In addition to his international exploration perspective, Mr. Van Nieuwenhuyse brings years of working experience in and knowledge of Alaska to the Company. Mr. Van Nieuwenhuyse has managed projects from grassroots discovery through to advanced feasibility studies, production and mine closure. Mr. Van Nieuwenhuyse holds a Candidature degree in Science from the Université de Louvain, Belgium, and a Masters' of Science degree in geology from the University of Arizona.  The Board has determined that Mr. Van Nieuwenhuyse should serve as a Director to benefit from his experience as a geologist, his extensive knowledge of the Company, its projects and its history as the former President and Chief Executive Officer of the Company, because of his extensive experience in discovering, exploring, and developing large mining projects in addition to his significant experience in Alaska. Mr. Van Nieuwenhuyse currently serves as the President and CEO of NovaCopper, Inc. and has held that position since January 2012.  He also currently serves as a director of NovaCopper Inc., Alexco Resource Corp., Tintina Resources and SolidusGold Inc. (fka Mantra Capital Inc.).  Mr. Van Nieuwenhuyse served on the board of AsiaBaseMetals from 2009 until December 2015. Areas of experience include: exploration, geology, resource and reserve assessment, feasibility studies, government relations, mining industry, senior officer and board governance.
Board / Committee Membership	Overall Attendance 100%	Securities Held			Share Ownership Guidelines
	Regular Meeting	Common Shares #	DSUs #	Value of Securities Held as of 11/30/2015 C$	Total C$	% Met
Board EHSS(3) Corporate Communications	4/4 1/1 2/2	700,555	16,578	3,600,008	50,000	7200%

 

(1)

Under applicable U.S. securities laws, a person is considered to be the beneficial owner of securities they own (or certain persons whose ownership is attributed to them) or securities that the person can acquire within 60 days, including upon the exercise of options, warrants or convertible securities.

(2)	Based on 319,687,852 Common Shares outstanding as of March 14, 2016, plus any Common Shares deemed to be beneficially owned pursuant to options that are exercisable within 60 days from March 14, 2016.

(3)	Includes 4,969,582 stock options exercisable within 60 days of March 14, 2016.

(4)	Includes 1,805,400 stock options exercisable within 60 days of March 14, 2016.

(5)	Includes 1,568,700 stock options exercisable within 60 days of March 14, 2016.

(6)

Includes 84,569,479 Common Shares held by Electrum and an affiliate.  Dr. Kaplan is the Chairman and Chief Investment Officer of The Electrum Group and thereby may be deemed to have shared voting and investment power over such shares.  Dr. Kaplan disclaims beneficial ownership in such shares except to the extent of a minor pecuniary interest.  Also includes 670,950 stock options exercisable within 60 days of March 14, 2016.

(7)	Includes 595,200 stock options exercisable within 60 days of March 14, 2016.

(8)	Includes 570,950 stock options exercisable within 60 days of March 14, 2016.

(9)	Includes 366,000 stock options exercisable within 60 days of March 14, 2016.

(10)	Includes 570,950 stock options exercisable within 60 days of March 14, 2016.

(11)	Includes 540,900 stock options exercisable within 60 days of March 14, 2016.

(12)	Includes 570,950 stock options exercisable within 60 days of March 14, 2016.

(13)	Includes 570,950 stock options exercisable within 60 days of March 14, 2016.

(14)	Includes 570,950 stock options exercisable within 60 days of March 14, 2016.

(15)	Includes 595,200 stock options exercisable within 60 days of March 14, 2016.

(16)

According to a Schedule 13D/A filed with the SEC on December 31, 2012, each of Electrum, The Electrum Group, Electrum Global Holdings LP, TEG Global GP Ltd, Leopard Holdings LLC and GRAT Holdings LLC have shared voting and dispositive power over 79,569,479 Common Shares. In addition, GRAT Holdings LLC has sole voting and dispositive power over 5,000,000 Common Shares. Electrum Global Holdings LP is the owner of all limited partnership interests of Electrum and all of the equity interests of Electrum Strategic Management LLC, the general partner of Electrum. TEG Global GP Ltd is the sole general partner of, and The Electrum Group is the investment adviser to, Electrum Global Holdings LP. The Electrum Group possesses voting and investment power with respect to assets of Electrum, including indirect investment discretion with respect to the Common Shares held by Electrum. GRAT Holdings LLC indirectly controls Electrum through Leopard Holdings LLC. The investment committee of GRAT Holdings LLC exercises voting and investment decisions on behalf of GRAT Holdings LLC. The address listed in such filing of Leopard Holdings LLC and GRAT Holdings LLC is 535 Madison Avenue, 12th Floor, New York, New York 10022 and the address listed in such filing of the Electrum Group, Electrum Global Holdings LP and TEG Global GP Ltd is 700 Madison Ave., 5th Floor, New York, New York 10065.  Thomas Kaplan, Chairman of the Board of Directors of the Company, is also Chairman and Chief Investment Officer of The Electrum Group.  Mr. Kaplan disclaims beneficial ownership in the Electrum shares except to the extent of a minor pecuniary interest.

(17)	According to a Schedule 13G/A filed with the SEC on February 17, 2015, Paulson & Co. Inc. has sole voting and dispositive power over such shares.  The number of shares owned was reported on a Form 4 filed February 16, 2016.

(18)

According to a Schedule 13G /A filed with the SEC on February 12, 2016, The Baupost Group, LLC has shared voting and dispositive power over such shares with SAK Corporation and Seth A. Klarman. The Baupost Group, LLC acts as an investment adviser and general partner to certain investment limited partnerships. SAK Corporation is the manager of Baupost. Mr. Klarman, as the sole director and sole officer of SAK Corporation and a controlling person of The Baupost Group, LLC, may be deemed to have beneficial ownership of such shares.

(19)

According to a Schedule 13G  filed with the SEC on February 12, 2016, FMR LLC has sole voting power over 1,219,057 of the shares and shares dispositive power over 16,407,762 shares with Abigail P. Johnson.  Ms. Johnson is a director, the vice chairman, the CEO and the President of FMR LLC.  Members of the Johnson Family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC.  The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.  Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.  Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees.  Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.

*	Percentage of Common Shares beneficially owned or over which control or direction is exercised is less than 1%.

As of March 14, 2016, there were approximately 661 active registered holders of the Company's Common Shares.

The Company has no knowledge of any other arrangements, including any pledge by any person of the Company's securities, the operation of which may at a subsequent date result in a Change of Control of the Company.

Meetings of the Board and Board Member Attendance at Annual Meeting

During the fiscal year ended November 30, 2015, the Board held four meetings. None of the incumbent Directors attended fewer than 75% of the aggregate of the total number of Board meetings and meetings of the committees on which the Director serves.

Board members are not required to attend the annual general meeting; however, the following 10 Directors attended the Company's annual meeting of shareholders held on May 14, 2015:  Sharon Dowdall, Marc Faber, Thomas Kaplan, Gregory Lang, Gillyeard Leathley, Igor Levental, Kalidas Madhavpeddi, Gerald McConnell, Rick Van Nieuwenhuyse, and Anthony Walsh.

Legal Proceedings

Neither the Company nor any of its property is currently subject to any material legal proceedings or other adverse regulatory proceedings. We do not currently know of any material legal proceedings against us or our subsidiaries involving our Directors, proposed Directors, executive officers or Shareholders of more than 5% of our voting shares, affiliates of the Company, or any associate of any such Director, executive officer, affiliate of the Company or Shareholder, or any material interest adverse to the Company or our subsidiaries. None of our Directors, proposed Directors or executive officers has, during the past ten years, been involved in any material bankruptcy, criminal or securities law proceedings.

Family and Certain Other Relationships

There are no family relationships among the members of the Board or the members of senior management of the Company. There are no arrangements or understandings with customers, suppliers or others, pursuant to which any member of the Board or member of senior management was selected. As of March 14, 2016, Electrum held 84,569,479 Common Shares, representing approximately 26.45% of the Company's outstanding shares.  Pursuant to the Unit Purchase Agreement dated December 31, 2008 between the Company and Electrum, the Company provided Electrum with the right to designate an observer at all meetings of the Company's Board and any committee thereof so long as Electrum and its affiliates hold not less than 15% of the Company's Common Shares. Electrum designated Igor Levental as its observer at the Company's Board meetings. In July 2010, the Company appointed Igor Levental as a Director of the Company. In November 2011, Dr. Thomas Kaplan was appointed the Chairman of the Company's Board. Dr. Kaplan is also the Chairman and Chief Investment Officer of The Electrum Group.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive officers, Directors and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.  Executive officers, Directors and such 10% Shareholders are required to furnish the Company with copies of all Forms 3, 4 and 5 they file.  The Company believes all transactions required to be reported pursuant to Section 16(a) were timely reported by the Company's executive officers, Directors and greater than 10% Shareholders for the fiscal year ended November 30, 2015.

Except as described in this Circular, no (i) person who has been a Director or executive officer of the Company at any time since the beginning of the Company's last financial year, (ii) proposed nominee for election as a Director, or (iii) associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, in any matter to be acted upon at the Meeting.

The following section of the Circular presents information regarding the design, governance, and implementation of the Company's compensation program. During 2012, the Company implemented a fundamental restructuring which repositioned the Company as a pure gold play focused on permitting and developing its 50%-owned flagship property, Donlin Gold, one of the world's largest-known undeveloped gold deposits. The restructuring included the spinout to the Company's shareholders of NovaCopper Inc., the hiring of Greg Lang as President and CEO, and his recruitment of a new executive team with demonstrated experience in permitting, engineering, building and operating large, open pit gold mines in remote locations.  Because of the unique attributes of Donlin Gold and the Company's relationships with major international mining companies at both the Donlin Gold and Galore Creek properties, the Company designed its compensation program to attract, retain, and incentivize individuals who have experience with large scale development properties and in senior management roles with large international mining companies.  The Board and management believe that every employee should be an owner of the Company because ownership is fundamental to aligning management's and employees' interests with the interests of all shareholders. As a result, share-based compensation is an important component of the Company's compensation program.  In addition, the Company is committed to aligning management compensation with shareholder interests through performance-based compensation.  However, as both Donlin Gold and Galore Creek are in the development stage, the Company is not able to use typical operating company metrics (e.g., revenues, costs, production, net income) as the basis for the performance-based components of its compensation program. During 2015, the Compensation Committee worked extensively with management and with its compensation consultant, Mercer (Canada) Limited ("Mercer" or the "Compensation Consultant"), to define criteria for all aspects of the Company's compensation program, in particular the performance-based compensation.

2015 was a successful year for NOVAGOLD.  The executive team's continued good stewardship of the Company and protection of its treasury has positioned NOVAGOLD to withstand the commodities market downturn currently impacting the mining industry.  Some highlights of the 2015 executive compensation program include:

·

A 9% decrease in the number of PSUs granted to NEOs for 2015 performance compared to 2014 performance mainly related to the increase in the value of the Company's common shares during the year;

·

A 3.9% increase in the number of stock options granted to NEOs for 2015 performance compared to 2014 performance;

·

Approximately 65% of NEO compensation is at-risk (70% for CEO and 62% for EVP and CFO), exceeding the at-risk target of approximately 60%;

·

Received strong support from shareholders for executive compensation program at 2015 Annual Meeting of Shareholders (89.77% votes cast in favor); and

·

Enhanced compensation disclosure.

The Compensation Committee is a standing committee of the Board and is appointed by and reports to the Board, with a mandate to assist the Board in fulfilling its oversight responsibilities related to:

·

appointment, performance evaluation and compensation of the Company's CEO and other executive officers of the Company;

·

succession planning relating to the CEO, other executive officers and other key employees, including appointments, reassignments and terminations;

·

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

·

determination of Director compensation; and

·

share ownership guidelines for the CEO, other executive officers and Directors.

The charter of the Compensation Committee is available at www.novagold.com under the Governance tab.  More information regarding the responsibilities and operation of the Compensation Committee and the process by which compensation is determined is discussed on page 30 in "Statement of Executive Compensation" and below under the heading "Non-Executive Director Compensation".

For the year ended November 30, 2015, the Compensation Committee consisted of three independent Directors: Mr. Madhavpeddi, Ms. Dowdall and Mr. Walsh.   Mr. Madhavpeddi is the Chair of the Compensation Committee.  All current members of the Compensation Committee are non-executive Directors of the Company and satisfy all applicable independence standards of the NYSE-MKT and are "outside directors" as defined by Section 162(m) of the Internal Revenue Code.  The Compensation Committee met eight times in the fiscal year ended November 30, 2015.  More information regarding the qualifications of each of the members of the Compensation Committee is provided in "Information Concerning the Board of Directors and Executive Officers" above.

Compensation Committee's Relationship with its Independent Compensation Consultant

During 2015, the Compensation Committee determined that, since it has utilized the services of Mercer for a number of years running, it was appropriate to initiate a request for proposal ("RFP") process for independent compensation consultant services.  The purpose of the RFP was to ensure that the Compensation Committee receives comprehensive, expert consultant services at a competitive price.  Mercer was invited to respond to the RFP, as were five other companies which provide independent compensation consultant services.  The Compensation Committee received proposals from five of the six companies invited to participate in the RFP.  After an exhaustive review and interview process with the five candidates, the Compensation Committee renewed its engagement with Mercer for independent compensation consultant services.

The Compensation Committee has directly engaged Mercer to provide specific support to the Compensation 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 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 issues; (ii) the provision of benchmark market data; and (iii) attendance at two Compensation Committee meetings, one to review executive compensation governance developments, market trends and issues, and one other meeting at which market analysis findings are presented to the Compensation Committee.  Decisions made by the Compensation Committee, however, are the responsibility of the Compensation 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 Compensation 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 project.  The Statement of Work confirms the work that the Compensation Consultant is asked to complete and the associated fees.  The Compensation Committee has assessed the independence of the Compensation Consultant pursuant to SEC rules and concluded that the Compensation Consultant's work for the Compensation Committee does not raise any conflict of interest.

The fees paid to the Compensation Consultant for services performed in fiscal year 2015 were C$41,960 to assist the Compensation Committee in developing the Company's compensation policies and programs.  No other fees were paid to the Compensation Consultant for services provided during the fiscal year ended November 30, 2015.  In fiscal year 2014, Mercer was paid C$43,550 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 Compensation Committee.  During the year ended November 30, 2015, Marsh billed the Company $95,920 for insurance brokerage services. With respect to the engagement of Mercer, the Compensation 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 Compensation Committee determined that a conflict did not exist.

Annually, the Compensation Committee conducts a risk assessment of the Company's compensation policies and practices as they apply to all employees, including all executive officers. The design features and performance metrics of the Company's cash and stock-based incentive programs, along with the approval mechanisms associated with each, are evaluated to determine whether any of these policies and practices would create risks that are reasonably likely to have a material adverse effect on the Company.

As part of the review, the following characteristics of the Company's compensation policies and practices were noted as being characteristics that the Company believes reduce the likelihood of risk-taking by the Company's employees, including the Company's officers and non-officers:

·

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

·

The Compensation Committee, under its charter, has the authority to retain any advisor it deems necessary to fulfill its obligations and has engaged the Compensation Consultant. The Compensation Consultant assists the Compensation Committee in reviewing executive compensation and provides advice to the Committee on an as-needed basis.

·

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 metrics as well as qualitative and discretionary factors.

·

Stock-based awards for all employees are recommended by the Compensation Committee and approved by the Board.

·

The Board approves the compensation for the President and CEO based upon a recommendation by the Compensation Committee, which is comprised entirely of independent Directors.

·

The nature of the business in which the Company operates requires some level of risk-taking to acquire reserves and to develop mining operations in the best interest of all stakeholders. Consequently, the executive compensation policies and practices have been designed to encourage actions and behaviors directed towards increasing long-term value while limiting incentives that promote excessive risk-taking.

Based on this assessment, the Compensation Committee concluded that the Company's compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Employees of NOVAGOLD, including NEOs, and Directors are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the employee or Director.  Additionally, the Company does not permit any employees or Directors to pledge Company securities to secure personal debts or loans.

Peer Group

On July 21, 2015, the Compensation Committee retained the Compensation Consultant to assist the Compensation Committee in determining appropriate levels for each of the three main components of total direct compensation for the Company's Directors and NEOs. The Compensation Consultant's work encompasses a review of the Company's executive compensation philosophies against a comparable peer group of mining companies using the publicly available filings of the peer companies.

A compensation peer group of mining companies has been developed using the following selection criteria:

	●	Canadian and/or U.S. listed companies;
	●	market capitalization and total assets similar to the Company;
	●	gold, diversified metals and mining, or precious metals/minerals industry;
	●	complexity of operation/business strategy relative to the Company; and
	●	experienced, full-time executive team.

The Company considers the above selection criteria to be relevant because it results in a group of same industry companies of similar size and stage of development to the Company.

Based upon considerations of the selection criteria, stage of development and operating jurisdictions, the following peer group companies were selected:

(collectively, the "Peer Group").  Relative to the Peer Group, NOVAGOLD's market capitalization was at the 85^th percentile, and its asset value was at the 19^th percentile as of August 31, 2015, which was near the time the Peer Group was selected.

This Compensation Discussion and Analysis describes and explains the significant elements of the Company's executive compensation program which was implemented during the 2015 fiscal year to attract, retain and incentivize the Company's NEOs.

The Company's current NEOs are:

·

Mr. Gregory Lang, President and CEO ("CEO");

·

Mr. David Deisley, Executive Vice President ("EVP"), General Counsel and Corporate Secretary; and

·

Mr. David Ottewell, Vice President and CFO ("CFO").

NOVAGOLD has a pay-for-performance philosophy and the compensation programs of the Company are designed to attract and retain executive officers with the talent and experience necessary for the success of the Company.  As directed by the Compensation Committee, the Company has a compensation philosophy to pay above the median of its Peer Group companies.  Factors which influence this policy include the large size and scale of the Company's precious and base metals deposits as compared to those of the other Peer Group companies and the acknowledgement that managing these resources requires an executive team with extensive experience and skills in advancing significant deposits into production.  Additionally, the Company is working with senior mining partners as it advances its two large-scale projects and needs to attract and retain executives with specialized skills, knowledge and experience which come from working for and with large mining companies to advance these substantial projects.  Such skills and knowledge include the areas of geology, engineering, logistical planning, preparation of feasibility studies, permitting, mine construction and operation, government and community affairs, marketing, financing and accounting.  The Peer Group companies were selected to reflect the fact that the Company's assets are in the development stage.

The Compensation Committee of the Board evaluates each officer position to establish skill requirements and levels of responsibility. The Compensation Committee, after referring to market information provided by its independent compensation consultant, Mercer, and after considering the CEO's recommendations for compensation of the Company's other officers, makes recommendations to the Board regarding compensation for the officers.  The Company regularly meets with its major Shareholders to discuss a variety of matters relevant to the Company. At the request of the Compensation Committee, the Company includes the issue of executive compensation in such discussions and provides feedback from the Shareholders to the Compensation Committee.

The Compensation Committee currently targets NEO compensation as follows:

·

Base Salary – 62.5th percentile of the Peer Group companies (as defined in the "Peer Group" section below);

·

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

·

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

In establishing compensation objectives for the NEOs, the Compensation Committee seeks to accomplish the following goals:

·

Recruit and subsequently retain highly qualified executive officers by offering overall compensation that is competitive with that offered for comparable positions at Peer Group companies;

·

Incentivize executives to achieve important corporate and individual performance objectives and reward them when such objectives are met; and

·

Align the interests of executive officers with the long-term interests of Shareholders through participation in the Company's stock-based compensation plans.

During 2015, 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)") 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:

2016 Goal	Weight
Advance the Donlin Gold project toward a construction/production decision	50%
Safeguard the treasury and maintain financial and legal compliance requirements	10%
Share price performance for the year within 5% of peer group average	10%
Strong safety culture	10%
Advance Galore Creek project studies to enhance value, monetize if markets improve	10%
Maintain an effective stakeholder engagement program	5%
Retain and, if needed, attract high quality employees	5%

Compensation Elements

After compiling information based on salaries, bonuses and other types of cash and equity based compensation programs obtained from the public disclosure records of the Peer Group, the Compensation Consultant reported its findings to the Compensation Committee and made recommendations to the Compensation Committee regarding compensation targets for Directors and NEOs.

The Compensation Committee has set the following compensation targets for the Company's NEOs for the 2016 fiscal year, which were unchanged from fiscal year 2015:

·

CEO

o

Base Salary – 62.5th percentile of Peer Group

o

Annual Incentive Target – 100% of base salary

o

Long Term Incentive Target – 375% of base salary

·

EVP and CFO

o

Base Salary – 62.5th percentile of Peer Group

o

Annual Incentive Target – 80% of base salary

o

Long Term Incentive Target – 250% of base salary

In addition, our NEOs receive compensation in the form of Company-paid health and welfare benefits (medical, dental, vision, life, AD&D, short-term and long-term disability insurance) and a Company match on 401(k)  and Employee Stock Purchase Plan contributions, which benefits are offered on par to all employees.  Our NEOs are entitled to one paid executive physical per year, and Mr. Lang receives an auto allowance.  The foregoing items of NEO compensation are reflected in the Summary Compensation Table on page 45 of this Circular.

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 Compensation 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 2015 fiscal year, the Company set the 62.5^th percentile of this market data as a target to determine the salary bands for the NEOs.

As a result of the compensation review conducted in 2015, the Compensation Committee has recommended leaving the current salary bands unchanged for 2016.

As explained in the section "Executive Compensation Philosophy" above, the Company targets base salaries above the median of salaries paid by the Peer Group companies to assist in attracting and retaining the highly experienced people that the Company needs to be successful.

If a NEO is fully competent in their position, the NEO will be paid between 95% and 105% of the guidepost. Developing NEOs are generally paid between 80% and 94% of the guidepost and NEOs who are highly experienced and consistently perform above expectation can be paid between 106% and 120% of the guidepost.

NEO's Base Salary Compared to Salary Band Guideposts

Base Salary Increases for 2016

The Board approved the following base salary increases effective as of January 1, 2016, as recommended by the Compensation Committee, based upon each NEO's performance, experience and 2015 base salary relative to the guidepost for that position:

At the end of each fiscal year, the Compensation Committee reviews individual and Company performance against the goals set by the Company and the NEOs 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 of the Company's development stage projects, protection of the Company's treasury, corporate alliances and similar achievements.

The formula for determining NEO annual incentive payments each year is as follows:

[(Corporate Performance Rating x 80%) + (Individual Performance Rating x 20%)] x (Target % x Base Salary) = Annual Incentive Payment

The corporate performance component is weighted more heavily than the individual performance component in the formula above for each of the NEOs due to the level of influence the NEOs are expected to have over corporate performance.

Annual Incentive Payment for 2015

Actual incentive awards for 2015 were based on performance relative to goals set at the beginning of fiscal year 2015. Performance is measured in two areas: corporate and individual.  Performance ratings for each area range from 0% to 150%, with 100% being the performance target and 150% being the maximum.

Discussions around corporate goals for the following year commence during a strategy session held in the fall of the preceding year. All NEOs, the other officers and some managers are involved in the strategy session. These corporate goals are approved by the Compensation Committee and Board.  Individual goals flow from the corporate goals to ensure that everyone's efforts are 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 following table describes the 2015 annual incentive payment calculation for NEOs paid in fiscal year 2016 based on performance in 2015:

NEO	Annual Incentive Target (as a % of annual base salary)	2015 Annual Incentive Payment	2015  Corporate		2015 Individual
			Weight	Performance Rating	Weight	Performance Rating
Gregory Lang	100%	$887,964	80%	120%	20%	140%
David Deisley	80%	$440,078	80%	120%	20%	130%
David Ottewell	80%	$346,382	80%	120%	20%	130%

The foregoing table shows the actual annual incentive payment made to each NEO for performance in 2015.  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 2015.

The 2015 corporate goals included:

The Compensation Committee determined that these goals were successfully achieved and recommended a 2015 corporate performance rating of 120%.  In establishing the 2015 corporate performance rating of 120%, the Compensation Committee exercised some downward discretion on the 129% rating calculation to acknowledge the negative impact of depressed commodities on the mining industry in general.  The Compensation Committee also specifically considered the following results that were achieved during 2015.

Advancement of the Donlin Gold project and Stakeholder Relations

In 2015, permitting activities continued at Donlin Gold and were mainly focused on the preparation and completion of the draft Environmental Impact Statement ("EIS"). The EIS is required by the National Environmental Policy Act ("NEPA"), the act that governs the process by which most major projects in the United States are evaluated. The EIS is also, in large part, a determining factor in the overall permitting timeline which commenced in 2012 for Donlin Gold. This document is comprised of four main sections which:

·

Outline the purpose and the need for the proposed mine. The management of Donlin Gold LLC and its Native Corporation partners, Calista Corporation and The Kuskokwim Corporation ("TKC"), jointly contributed to the preparation of this section which highlights the need for the development of the proposed mine and the benefit it would bring to its stakeholders.

·

Identify and analyze a reasonable range of alternatives to the mine development proposed by Donlin Gold which comprise variations on certain mine site facility designs, as well as local transportation and power supply options.

·

Involve the preparation of an environmental analysis of the proposed action and reasonable alternatives (including a no action alternative), which identifies and characterizes the potential biological, social, and cultural impacts relative to the existing baseline conditions. This portion normally constitutes the most extensive part of the EIS.

·

Describe potential mitigation measures intended to reduce or eliminate the environmental impacts described in the impact analysis section.

In addition to actively participating in the NEPA process, Donlin Gold continues to work simultaneously with other permitting agencies on major permit applications, including:

·

working with the state of Alaska to finalize an air quality permit application for submittal;

·

finalizing approaches to water management, treatment, and discharge to facilitate issuance of the water discharge and use permits;

·

coordinating and supporting the State, Federal, and native landowner reviews of the rights-of-way and lease applications for the gas pipeline;

·

working with the State Dam Safety program on engineering evaluation and authorization of the seven large dams proposed for the project, including the tailings storage facility dam; and

·

supporting the Corps in finalizing the determination of the impacts on wetland areas, functions, and values and proposing compensatory mitigation as required by the Clean Water Act section 404 permitting process.

An extensive list of additional federal and state government permits and approvals must be obtained before the Donlin Gold project can commence construction. Preparation of the applications for some of these permits and approvals requires additional, more detailed engineering that were not part of the Donlin Gold feasibility study. Completion of this engineering will require a significant investment of funds, time, and other resources by Donlin Gold and its contractors. Also, the Donlin Gold LLC board must approve a construction program and budget before construction of the Donlin Gold project can begin. The timing of the required engineering work and the Donlin Gold LLC board's approval of a construction program and budget, the receipt of all required governmental permits and approvals, the availability of financing, among other factors, will affect whether and when construction of the Donlin Gold project will begin. Among other reasons, project delays could occur as a result of public opposition, limitations in agency staff resources during regulatory review and permitting, or project changes made by Donlin Gold.

Donlin Gold remains actively engaged in sponsorship activities at the community level, supporting local youth in leadership endeavors, visiting communities in the Yukon-Kuskokwim region and executing on its workforce development strategy. Throughout 2015, Donlin Gold continued to promote safety, education and workforce development by supporting local and regional events, scholarships and programs. Donlin Gold led and participated in multiple community meetings throughout the region. Additionally, Donlin Gold sponsored the annual spring Clean Up Green Up event, a community-wide effort to reduce litter and promote reuse and recycling, in villages throughout the Yukon-Kuskokwim region.

Advancement of the Galore Creek project and Stakeholder Relations

In 2015, the Galore Creek Partnership continued to advance technical studies in project mine planning and design, and waste rock and water management, and perform environmental monitoring, community commitments and site care and maintenance. We expect this effort to further improve the value and marketability of the Galore Creek project, which we continue to be open to monetizing, in whole or in part, to strengthen our balance sheet and focus primarily on the permitting of Donlin Gold.

Information from field visits and mine planning were incorporated to continue to optimize integrated mining, waste and water management concepts. A draft long-term site management plan was developed for care and maintenance. Also during 2015, Galore Creek awarded a generalized study of tunneling practice for the access and material handling tunnel into the Galore Valley. Galore Creek remained active in the community in 2015, sponsoring local fundraising events and supporting Tahltan literacy camps in three villages in northern British Columbia.

Strong Safety Culture

There were zero incidents involving lost employee time at the Donlin Gold site, the Galore Creek site, or at the Company's two offices during fiscal year 2015.

Share Price Performance

NOVAGOLD's share price on the NYSE-MKT increased during fiscal year 2015 by 32.2%, handily outperforming the peer group average share price performance of -26.7% for the same period. The Company's 2015 peer group included the following companies:  Alacer Gold Corp., Alamos Gold Inc., Allied Nevada Gold Corp., Argonaut Gold Inc., Aurico Gold Inc., Centerra Gold Inc., Detour Gold Corp., Gabriel Resources Ltd., Hecla Mining Co., IAMGOLD Corp., Lake Shore Gold Corp., New Gold Inc., Pretium Resources Inc., Silver Standard Resources Inc., Stillwater Mining Co. and Taseko Mines Ltd.

Maintained Strong Financial Position

Cash and term deposits decreased by $38.6 million in 2015, $6.2 million less than originally planned and, excluding the $15.8 million repayment of the remaining convertible notes, was $3.2 million less than in the prior year. Cash and term deposits totaled $126.7 million at November 30, 2015.

NEO Individual Performance Ratings

In establishing the individual performance ratings, the Compensation Committee considered the following factors with respect to each of the NEOs.

Mr. Lang was given a fiscal year 2015 performance rating of 140% in recognition of his leadership skills and personal performance, as well as the significant contributions he made to the Company in 2015.  Specifically, his leadership led to the advancement of the permitting process at the Donlin Gold project including the Corps' issuance of the Notice of Availability of the Donlin Gold draft EIS, and continued the trend of streamlining Company processes resulting in cost savings to the Company.

Mr. Deisley was given a fiscal year 2015 performance rating of 130% for his leadership of the legal team and his significant contributions to the Company's community relations and permitting efforts.  Specifically, he is recognized for his efforts with respect to cost saving measures resulting from the favorable conclusion of various non-material litigation matters, his direct, significant involvement in the preparation of the Donlin Gold draft EIS and the general reduction in expenditures on outside legal fees. Mr. Deisley has also developed excellent relationships with the stakeholders as well as the state, provincial and federal entities involved in the Donlin Gold and the Galore Creek projects.

Mr. Ottewell was given a fiscal year 2015 performance rating of 130% in recognition of his leadership of the Company's finance, accounting and human resources functions.  Mr. Ottewell ensured that the Company maintained a healthy balance sheet while meeting all of its financial obligations, ending fiscal year 2015 under budget.

Stock-based grants are generally awarded to officers at the commencement of their employment and periodically thereafter. Annual grants of stock options and/or PSUs are made based on a target percentage of base salary for each NEO. The purpose of granting stock options and/or PSUs is to assist the Company in compensating, attracting, retaining and motivating directors, officers, employees and consultants of the Company and to closely align the personal interests of such persons to those of the Shareholders. These equity vehicles were chosen because the Company believes that these vehicles best incentivize the team to focus their efforts on increasing Shareholder value over the long-term.

The Company targeted the 75^th percentile of the total direct compensation data provided by the Compensation Consultant for the NEOs.  Based on the results of the 2015 compensation review, no changes are planned for the stock based compensation targets for 2016.  The Company uses two different plans for stock-based grants for its NEOs, the Stock Award Plan and the PSU Plan. The percentage of stock options versus PSUs granted is determined by the Compensation 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 as of the date hereof each have a five-year life and vest over two years: 1/3 on the grant date, 1/3 on the first anniversary of the grant and 1/3 on the second anniversary of the grant date.  PSUs granted to the NEOs pursuant to the PSU Plan as at the date hereof generally have a two-year performance period between the grant date and the maturity date, when a vesting determination is made.

Stock-Based Grants for 2015

The Board of Directors approved the grant of a total of 2,551,400 stock options and 907,200 PSUs to Mr. Lang, Mr. Deisley and Mr. Ottewell effective December 1, 2015, in recognition of their performance during fiscal year 2015.  These grants represent awarding 50% of each NEO's long-term incentive ("LTI") award value in stock options and 50% in PSUs.  The value of each NEO's long-term incentive award is calculated as follows:

[(Individual Performance Rating % x LTI Target %) x Base Salary] = LTI $ Value

Half of the resulting LTI $ Value is then divided by the Black-Scholes value of the Company's Common Shares at fiscal year-end to arrive at a 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 $ Value is divided by the closing price of the Company's Common Shares on the NYSE-MKT near fiscal year-end to determine the number of PSUs to be granted.

The PSUs granted to the NEOs listed below will mature on or about December 1, 2017.  The number of PSUs vesting for each NEO will be based on the Company's Common Share price performance relative to the share price performance of the Peer Group companies between the PSU grant date and December 1, 2017 (the "Performance Period").  The Compensation 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 will be percentile ranked against the share price performance of each of the Peer Group companies.  The percentile ranking of the Company's share price over the Performance Period relative to the share price performance of the Peer Group companies will determine the number of shares that will vest at the maturity date in accordance with the table below:

Stock options granted to the NEOs in fiscal year 2016 based on performance in fiscal year 2015 represented approximately 0.8% of the total Common Shares issued and outstanding as of November 30, 2015.  PSUs granted to the NEOs in fiscal year 2016 based on performance in fiscal year 2015 represented approximately 0.3% of the total Common Shares issued and outstanding as of November 30, 2015.  Stock options granted to all Company directors, employees and service providers in fiscal year 2016 based on performance in fiscal year 2015 represented approximately 1.4% of the total Common Shares issued and outstanding as of November 30, 2015.  PSUs granted to all Company employees and service providers in fiscal year 2016 based on performance in fiscal year 2015 represented approximately 0.4% of the total Common Shares issued and outstanding as of November 30, 2015.

NEO	Long-term Incentive arget (as a % of Base Pay) %	Stock Option Grant #	Stock Option Grant as % of Total Shares Outstanding(1) %	Stock Option Exercise Price C$	PSU Grant #	PSU Grant as % of Total Shares Outstanding(1) %
Gregory Lang	375	1,503,800	0.47	5.02	534,700	0.17
David Deisley	250	586,200	0.18	5.02	208,400	0.07
David Ottewell	250	461,400	0.15	5.02	164,100	0.05

NEO	Eligible Share Holdings (Common Shares) #	Share Ownership Guidelines
		Requirement $		Proportion of Requirement Met (1) %
Gregory Lang	507,812	3 X base salary	1,800,000(2)	106
David Deisley	331,297	2 X base salary	850,000(3)	146
David Ottewell	203,431	2 X base salary	650,000(4)	117

March 2016 NEO Share Ownership

NOVAGOLD's NEOs continually acquire shares through their participation in the Company's ESPP program, and through the vesting of shares under the Company's PSU Plan.  The table below describes the aggregate value of the Common Shares held by each NEO currently employed by the Company as of March 14, 2016.

(1)	Based on the closing Common Share price on the NYSE-MKT on March 14, 2016 of $5.00.

(2)	Based on Mr. Lang's annual salary effective January 1, 2016.

(3)	Based on Mr. Deisley's annual salary effective January 1, 2016.

(4)	Based on Mr. Ottewell's annual salary effective January 1, 2016.

The purpose of the Company's retirement plans is to assist eligible employees with accumulating capital toward their retirement savings. The Company has an RRSP plan for Canadian employees, whereby employees are able to contribute a portion of their pay and receive a dollar for dollar Company match up to 5% of pay, subject to CRA limitations.  During 2013 and a portion of fiscal year 2014 the Company had a Simple IRA plan for U.S. employees whereby employees were able to contribute a portion of their pay and receive a dollar for dollar Company match up to 3% of their pay.  The Simple IRA plan was discontinued as of December 31, 2013.  Effective January 1, 2014, the Company opened a 401(k) retirement savings plan for U.S. employees whereby employees are able to contribute a portion of their pay and receive a dollar for dollar Company match up to 5% of their pay, subject to IRS limitations.

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, 2015, 2014 and 2013. 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".

(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 15 to the Company's consolidated financial statements for the fiscal year ended November 30, 2015.

(2)

Amounts are based on the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 15 to the Company's consolidated financial statements for the fiscal year ended November 30, 2015. Option-based awards granted during the years ended November 30, 2013, 2014 and 2015 include vested and unvested amounts.

(3)	Annual incentive payments for 2015 were made subsequent to fiscal year-end.

(4)	Amounts in fiscal year 2015 include:

·

For Mr. Lang, $12,321 in 401(k) Company matching contributions, $17,859 in ESPP Company matching contributions, $782 in Company-paid life insurance premiums, $15,000 for auto allowance and $1,500 for a Company-paid executive physical.

·

For Mr. Deisley, $12,220 in 401(k) Company matching contributions, $11,245 in ESPP Company matching contributions and $782 in Company-paid life insurance premiums.

·

For Mr. Ottewell, $12,182 in 401(k) Company matching contributions, $8,844 in ESPP Company matching contributions and $782 in Company-paid life insurance premiums.

The following table provides information related to plan-based awards granted to our NEOs in fiscal year 2015.

 

(1)	Annual Incentive Plan estimated payments based upon performance in fiscal year 2015.
(2)	Performance Share Unit Awards granted December 1, 2014 will be measured and, if appropriate, paid out in December 2016.
(3)	Grants under the Stock Award Plan.
(4)	Amounts are based upon the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 15 to the Company's consolidated financial statements for the fiscal year ended November 30, 2015.

NEO	Option-Based Awards (1)					Share-Based Awards
	Grant Date	Number of Securities Underlying Unexercised Options #	Option Exercise Price C$	Option Expiration Date	Value of Unexercised in-the- money Options (2) $	Number of Shares or Units of Shares that have not Vested #	Market or Payout Value of Shares or Units of Shares that have not Vested (3) $
Gregory Lang	09-Jan-2012	500,000	10.12 (4)	06-Dec-2016	-
	08-Jun-2012	500,000	6.17	07-Jun-2017	-
	05-Dec-2012	660,000	4.38	04-Dec-2017	316,433
	07-Jan-2014	1,865,150	2.90	06-Jan-2019	2,961,221
	07-Jan-2014					754,000 (5)	2,834,629
	01-Dec-2014	1,414,750	3.18	30-Nov-2019	1,949,480
	01-Dec-2014					573,850 (6)	2,157,363
David Deisley	01-Nov-2012	500,000	4.60	03-Sep-2017	157,268
	05-Dec-2012	310,000	4.38	04-Dec-2017	148,581
	07-Jan-2014	782,900	2.90	06-Jan-2019	1,242,978
	07-Jan-2014					316,500 (5)	1,189,867
	01-Dec-2014	593,850	3.18	30-Nov-2019	818,306
	01-Dec-2014					240,900 (6)	905,653
David Ottewell	13-Nov-2012	300,000	4.99	09-Sep-2017	6,740
	05-Dec-2012	240,000	4.38	04-Dec-2017	115,030
	07-Jan-2014	577,300	2.90	06-Jan-2019	916,555
	07-Jan-2014					233,400 (5)	877,457
	01-Dec-2014	446,400	3.18	30-Nov-2019	615,125
	01-Dec-2014					181,050 (6)	680,649

The following table provides information regarding stock that vested from PSU grants during fiscal 2015.  No stock options were exercised by the Company's NEOs during fiscal 2015.  Stock award value is calculated by multiplying the number of vested PSUs by the market value of the underlying shares on the vesting date.

(1)	PSU grants made on December 5, 2012 vested and were paid out on December 5, 2014 in common shares of the Company at 137% of the PSU grant amount, which shares are represented in this column.

To facilitate the Shareholders' comparison of executive pay and performance, the Company is also disclosing the "realized" and "realizable" compensation over the last three fiscal years for our CEO and all other NEOs. Realized and realizable compensation differ from the amounts shown in the "Summary Compensation Table" required by the SEC, which appears on page 45, and provide additional representations of executive compensation, but are not a substitute for that table. Realized and realizable compensation includes the following elements of compensation found in the "Summary Compensation Table," however, the valuation methodology of certain of these elements differs, as noted below:

As shown in the charts below, realized compensation for our CEO and all other NEOs was lower than the aggregate reported compensation in the "Summary Compensation Table," primarily resulting from no exercises of option awards and from only two PSU grants vesting during the three fiscal years displayed. Realizable compensation was higher than the aggregate reported compensation in the "Summary Compensation Table" resulting from an increase in the value of PSUs and option awards. The PSU values increased during the period due to the positive performance of the Company's common shares in relation to its peers' share performance, increases in the price of the Company's common shares between the grant dates and the vesting dates for vested and issued PSUs, and for unvested PSUs, the period end share price. The option awards value also increased due to increases in the price of the Company's common shares between the grant dates and the period end share price.

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 2015 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 45 of this Circular.  Pay elements that were included in the annual total compensation for each employee are:

·

salary received in fiscal year 2015

·

annual incentive payment received for performance in fiscal year 2015

·

grant date fair value of stock option and PSU awards granted in fiscal year 2015

·

Company-paid 401(k) Plan or RRSP match made during fiscal year 2015

·

Company-paid ESPP match made during fiscal year 2015

·

Company-paid life insurance premiums during fiscal year 2015

·

Auto allowance paid in fiscal year 2015

·

Reimbursement for Company-paid executive physical during fiscal year 2015

Our calculation includes all employees as of November 30, 2015.  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 12 employees), and (iii) since we have an even number of employees when not including the CEO, determining the average of the annual total compensation of the two employees ranked sixth and seventh on the list ("Median Employee").

The annual total compensation for fiscal year 2015 for our CEO was $5,207,257, and for the Median Employee was $386,962.  The resulting ratio of our CEO's pay to the pay of our Median Employee for fiscal year 2015 is 13.5 to 1.

The following graph depicts the Company's cumulative total Shareholder returns over the five most recently completed fiscal years assuming a C$100 investment in Common Shares on November 30, 2010, compared to an equal investment in the S&P/TSX Composite Index (TSX ticker: ˄TSX) and in the S&P/TSX Global Gold Index (TSX ticker: ˄TTGD) on November 30, 2010.  The Company does not currently issue dividends. The Common Share performance as set out in the graph is not indicative of future price performance.

(1)	Excludes the value of NovaCopper shares distributed to Shareholders in 2012.

Pension Benefits and Nonqualified Deferred Compensation

The Company has no pension and no plans that provide for nonqualified deferred compensation to its NEOs.

The Company has entered into employment agreements with each of the Named Executive Officers regarding, among other matters, the duties, tasks and responsibilities of each. Pursuant to an employment contract with the Company effective January 9, 2012, Mr. Lang is employed by the Company as President and CEO. Pursuant to an employment contract with the Company effective November 1, 2012, Mr. Deisley is employed by the Company as Executive Vice-President, General Counsel and Corporate Secretary. Mr. Ottewell has entered into an employment agreement with NovaGold USA, Inc., a wholly-owned subsidiary of the Company, effective November 13, 2012, as its Vice-President and Chief Financial Officer, and has been appointed as Vice-President and Chief Financial Officer of the Company. References in this section to the "Company", as such references relate to Mr. Ottewell, are to NovaGold USA, Inc., except with respect to a change of control in which case such references are to a change of control of the Company. The employment agreements continue indefinitely, unless and until terminated.

 

Change of Control

The employment agreements provide for certain payments upon a "double-trigger", which requires a "change of control", as defined below, and, within the 12 month period immediately following a change of control, either:

·

a material change (other than a change that is clearly and exclusively consistent with a promotion) in the Named Executive Officer's positions, duties, responsibilities, titles or offices with the Company in effect immediately prior to any change of control;

·

a material reduction in the Named Executive Officer's base salary in effect immediately prior to any change of control;

·

any material breach by the Company of any material provision of the employment agreement; or

·

any action or event that would constitute a constructive dismissal of the Named Executive Officer at common law.

If the Named Executive Officer advises the Company in writing of the condition set forth above within 90 days of the date the Named Executive Officer has become aware (or reasonably should have become aware) of the condition, and the Company has not cured the condition within 30 days from the receipt of written notice, the Named Executive Officer's employment will be deemed to have been terminated by the Company. The Company will, immediately upon such termination, and in all cases on or before March 15th of the year following the year in which such termination occurs, make a lump sum payment to the Named Executive Officer in an amount equal to the Named Executive Officer's annual salary at the time of termination plus the Named Executive Officer's annual incentive earned in the previous fiscal year, multiplied by two. The Named Executive Officer will also be entitled to the same benefits as if he were terminated without just cause.

For the purposes of the employment agreements, a "change of control" means any of the following:

·

at least 50% in fair-market value of all of the Company's assets are sold to a party or parties acting jointly or in concert (as determined pursuant to the Ontario Securities Act, as amended (the "OSA")) in one or more transactions occurring within a period of two years;

·

a direct or indirect acquisition of voting shares of the Company by a person or group of persons acting jointly or in concert that, when taken together with any voting shares owned directly or indirectly by such person or group of persons at the time of the acquisition, constitutes 40% or more of the Company's outstanding voting shares, provided that the direct or indirect acquisition of voting shares of the Company by Electrum, including all persons acting jointly or in concert with Electrum, shall not constitute a "change of control" unless the acquisition of such additional voting shares, when taken together with any voting shares or securities convertible into voting shares held directly or indirectly by Electrum at the time of acquisition, constitutes 50% or more of the Company's outstanding voting shares (all such convertible securities owned by Electrum will be deemed to be fully converted or exercised and the number of the Company's outstanding voting shares will be adjusted to reflect such conversion or exercise);

·

a majority of the nominees of the then-incumbent Board of Directors of the Company standing for election to the Company's Board of Directors are not elected at any annual or special meeting of the Company's Shareholders; or

·

the Company is merged, amalgamated, consolidated or reorganized into or with another body corporate or other legal person and, as a result of such business combination, more than 40% of the voting shares of such body corporate or legal person immediately after such transaction are beneficially held in the aggregate by a person or body corporate (or persons or bodies corporate acting jointly or in concert) and such person or body corporate (or persons or bodies corporate acting jointly or in concert) beneficially held less than 40% of the Company's voting shares immediately prior to such transaction.

Release

In order for a Named Executive Officer to receive the severance payment and the payments with respect to group health, dental, life and disability coverage in the event of termination without just cause or upon breach or default by the Company under an employment agreement, the severance payment upon the Named Executive Officer's death or disability or the severance payment and the payments upon a double-trigger event, the Named Executive Officer agrees to enter into separation agreement and release in a form agreeable to the Company, including a release of claims in the form provided by the Company, on or prior to the date of the expiration of any consideration period under applicable law.

Non-Solicitation

The Named Executive Officers are subject to non-solicitation provisions for a period of six months following termination of their employment for any reason.

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 in control occurred on November 30, 2015. 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 our 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.

 

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			-				3,208,128				716,100				-				3,208,128
Acceleration of equity awards(3)			-				-				-				10,219,089				-
Present value of group health and dental plan premiums(4)			-				27,849				-				-				27,849
Present value of group life and long-term disability premiums(5)			-				-				-				-				10,634
Total Termination Benefits			-				3,235,977				716,100				10,219,089				3,246,611
David Deisley
Cash severance			-				1,781,956				450,900				-				1,781,956
Acceleration of equity awards(3)			-				-				-				4,462,680				-
Present value of group health and dental plan premiums(4)			-				22,269				-				-				22,269
Present value of group life and long-term disability premiums(5)			-				-				-				-				8,067
Total Termination Benefits			-				1,804,225				450,900				4,462,680				1,812,292
David Ottewell
Cash severance			-				1,402,564				354,900				-				1,402,564
Acceleration of equity awards(3)			-				-				-				3,216,968				-
Present value of group health and dental plan premiums(4)			-				24,897				-				-				24,897
Present value of group life and long-term disability premiums(5)			-				-				-				-				7,333
Total Termination Benefits			-				1,427,461				354,900				3,216,968				1,434,794

Compensation targets for non-executive Directors are:

·

For annual retainers, chair fees and meeting fees – 62.5th percentile of the market

·

For total direct compensation including stock based awards – 75th percentile of the market

At the request of the Compensation Committee, a review of non-executive Directors' compensation was conducted in September 2015.  The Compensation Committee, after referring to market information provided by Mercer, determined to recommend adjustments to the Directors' fiscal year 2016 compensation program from that established by the Board for fiscal year 2015 to better align the package with the compensation targets relative to the Company's Peer Group.  Specifically, effective for fiscal year 2016, the Board approved the Compensation Committee's recommendations to: 1) increase the Board Chair annual fee to $130,000 from $50,000 to reach the 62.5^th percentile of peer companies, 2) increase the Audit Chair annual fee to $17,000 from $16,000 to reach the 50^th percentile of peer companies, and 3) increase the Compensation Committee Chair annual fee to $13,200 from $10,000 to reach the 50^th percentile of peer companies.  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 the Company's Peer Group.

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 preserving the Company's treasury.

The table below describes the full compensation structure approved for non-executive Directors beginning in fiscal 2016.

The summary compensation table below sets out the compensation provided to the Company's non-executive Directors during the fiscal year ended November 30, 2015.

(1)

The 2015 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 2014 and the first three quarters of fiscal 2015. Amounts are based upon the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 15 to the Company's consolidated financial statements for the fiscal year ended November 30, 2015. The number of DSUs granted and the fair value on each grant date calculated in accordance with ASC 718 are as follows: