SEC Form DEFA14A filed by Novagold Resources Inc.

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 ☒

Filed by a Party other than the Registrant ☐

NOVAGOLD RESOURCES INC.

(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 all boxes that apply):

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V62188 - P25710 ! ! For Against Abstain ! ! ! ! ! Dr. Elaine Dorward - King 1a. ! ! Dr. Diane Garrett 1b. ! ! Dr. Thomas Kaplan 1c. ! ! Hume Kyle 1d. ! ! Gregory Lang 1e. ! ! Kalidas Madhavpeddi 1f. ! ! Kevin McArthur 1g. ! ! Daniel Muñiz Quintanilla 1h. ! ! Ethan Schutt 1i. ! ! Dawn Whittaker 1j. NOVAGOLD RESOURCES INC. 201 SOUTH MAIN STREET, SUITE 400 SALT LAKE CITY, UT 84111 USA VOTE BY INTERNET Before The Meeting - Go to www . proxyvote . com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 4 : 00 p . m . Eastern Time on May 13 , 2025 . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form . During The Meeting - Go to www . virtualshareholdermeeting . com/NG 2025 You may attend the meeting via the Internet and vote during the meeting . Have the information that is printed in the box marked by the arrow available and follow the instructions . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 4 : 00 p . m . Eastern Time on May 13 , 2025 . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 . 1. 2. Appointment of Auditors Appointment of PricewaterhouseCoopers LLP as the Auditors of the Company until the next Annual General Meeting or until a successor is appointed and authorizing the Directors through the Audit Committee to fix their remuneration . See disclosure under the heading “Appointment of Auditors” as set out in the Company’s Management Information Circular dated March 24 , 2025 . 3. Approval of Non - Binding Advisory Vote on Executive Compensation Approval of a non - binding resolution approving the compensation of the Company’s Named Executive Officers . See disclosure under the heading “Additional Matters to be Acted Upon” as set out in the Company’s Management Information Circular dated March 24 , 2025 . Election of Directors Nominees: See disclosure under the heading "Election of Directors" as set out in the Company’s Management Information Circular dated March 24, 2025. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. NOVAGOLD RESOURCES INC. The Board of Directors recommends you vote FOR the following proposals: For Withhold For Withhold SCAN TO VIEW MATERIALS & VOTE 

V62189 - P25710 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report and NI Card are available at www.proxyvote.com. NOVAGOLD RESOURCES INC. Annual Meeting of Shareholders May 15, 2025 1:00 PM PDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Gregory Lang and Tricia Pannier, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of NOVAGOLD RESOURCES INC . that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 1 : 00 PM, PDT on May 15 , 2025 , at the virtual meeting hosted by Broadridge, and any adjournment or postponement thereof . This proxy, when properly executed, will be voted in the manner directed herein . If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations . Continued and to be signed on reverse side

Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V62190 - P25710 NOVAGOLD RESOURCES INC. 201 SOUTH MAIN STREET, SUITE 400 SALT LAKE CITY, UT 84111 USA NOVAGOLD RESOURCES INC. 2025 Annual Meeting Vote by May 13, 2025 4:00 PM ET You invested in NOVAGOLD RESOURCES INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 15, 2025. Get informed before you vote View the Notice and Proxy Statement, Annual Report and NI Card online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 1, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote Virtually at the Meeting* May 15, 2025 1:00 PM, PDT Virtually at: www.virtualshareholdermeeting.com/NG2025

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. For 1. Election of Directors Nominees: Dr. Elaine Dorward - King 1a. For Dr. Diane Garrett 1b. For Dr. Thomas Kaplan 1c. For Hume Kyle 1d. For Gregory Lang 1e. For Kalidas Madhavpeddi 1f. For Kevin McArthur 1g. For Daniel Muñiz Quintanilla 1h. For Ethan Schutt 1i. For 1j. Dawn Whittaker See disclosure under the heading “Election of Directors” as set out in the Company’s Management Information Circular dated March 24, 2025. For 2 . Appointment of Auditors Appointment of PricewaterhouseCoopers LLP as the Auditors of the Company until the next Annual General Meeting or until a successor is appointed and authorizing the Directors through the Audit Committee to fix their remuneration . See disclosure under the heading “Appointment of Auditors” as set out in the Company’s Management Information Circular dated March 24 , 2025 . For 3 . Approval of Non - Binding Advisory Vote on Executive Compensation Approval of a non - binding resolution approving the compensation of the Company’s Named Executive Officers . See disclosure under the heading “Additional Matters to be Acted Upon” as set out in the Company’s Management Information Circular dated March 24 , 2025 . NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Voting Items Board Recommends V62191 - P25710 Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Interim Financial Statements Mark this box if you would like to receive Interim Financial Statements by mail. Annual Financial Statements Mark this box if you would like to receive the Annual Financial Statements by mail. Financial Statements Request Form Under securities regulations, a reporting issuer must send annually a form to holders to request the Interim Financial Statements and MD&A and/or the Annual Financial Statements and MD&A. If you would like to receive the report(s) by mail, please make your selection and return to the address as noted or register online at www.computershare.com/mailinglist. Alternatively, you may choose to access the report(s) online at www.sedarplus.ca Computershare will use the information collected solely for the mailing of such financial statements. You may view Computershare's Privacy Code at www.computershare.com/privacy or by requesting that we mail you a copy. Please place my name on your financial statements mailing list. N R I Q NRIQ.BEN_IA.E.26567.OUTSOURCED/000001/000001/i