NG Novagold Resources Inc

Shareholder Meeting Notice The NOVAGOLD RESOURCES INC. Annual Meeting of Shareholders will be held on May 5, 2017 at the Hyatt Regency Vancouver, Grouse Room, 655 Burrard Street, Vancouver, British Columbia, V6C 2R7, Canada, at 1:00pm (Pacific Daylight Time). VOTING ITEMS The Board of Directors recommends you vote FOR the following: 02 Dr. Marc Faber 07 Kalidas Madhavpeddi 03 Dr. Thomas Kaplan 08 Gerald McConnell 04 Gregory Lang 09 Clynton Nauman 05 Gillyeard Leathley 10 Rick Van Nieuwenhuyse 1 Election of Directors: Nominees 01 Sharon Dowdall 06 Igor Levental 11 Anthony Walsh 01ASTB . See “Election of Directors” as set out in the Management Information Circular dated March 23, 2017. 2 Appointment of Auditors: Appointment of PricewaterhouseCoopers LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. See “Appointment of Auditors” as set out in the Management Information Circular dated March 23, 2017. 3 Approval of Non - Binding Advisory Vote on Executive Compensation: To approve a non - binding resolution approving the compensation of the Company’s Named Executive Officers. See “Additional Matters to be Acted Upon” as set out in the Management Information Circular dated March 23, 2017. 4 Approval of All Unallocated Entitlements Under the Stock Award Plan: To approve all unallocated entitlements under the Stock Award Plan. See “Additional Matters to be Acted Upon” as set out In the Management Information Circular dated March 23, 2017. 5 Approval of All Unallocated Entitlements Under the Performance Share Unit Plan: To approve all unallocated entitlements under the Performance Share Unit Plan. See “Additional Matters to be Acted Upon” as set out in the Management Information Circular dated March 23, 2017. 6 Approval of All Unallocated Entitlements Under the Deferred Share Unit Plan: To approve all unallocated entitlements under the Deferred Share Unit Plan. See “Additional Matters to be Acted Upon” as set out in the Management Information Circular dated March 23, 2017. We encourage you to access and review all of the important information contained in the proxy materials before voting. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must either vote online or request a paper or email copy of the proxy materials and a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Registered shareholders have two methods by which they can vote their shares at the Annual Meeting, namely in person or by proxy. To assure your representation at the Annual Meeting, please complete, sign, date and return the proxy that is delivered to you. Sending your proxy will not prevent you from voting in person at the Meeting. Shareholders who do not wish to attend the Annual Meeting or do not wish to vote in person can vote by proxy. A registered shareholder must return the completed proxy to the Company: (a) by delivering the proxy to the Toronto office of the Company’s transfer agent, Computershare, at its office at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, for receipt not later than May 3, 2017 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time); (b) by fax to the Toronto office of Computershare, Attention: Proxy Tabulation at 416 - 263 - 9524 or 1 - 866 - 249 - 7775, not later than May 3, 2017 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time); (c) by internet at http://www.envisionreports.com/Novagold_2017 not later than May 3, 2017 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time); or (d) by telephone by calling toll - free in North America 1 - 866 - 732 - 8683 and following the instructions, no later than May 3, 2017 at 4:00 p.m. Eastern time (1:00 p.m. Pacific time). How to Obtain Paper or Email Copies of the Proxy Materials Shareholders may request to receive paper or email copies of current and future meeting materials by mail or email at no cost . Requests for copies may be made using your Control Number located in the shaded bar on the reverse side of this notice . If you request an email copy, you will receive an email with a hyperlink to the proxy materials . Registered shareholders may enroll to receive future meeting materials by email by visiting www . computershare . com/eDelivery and clicking on “eDelivery Signup” . Request materials: BY TELEPHONE: Call Toll Free, within North America – 1 - 866 - 962 - 0498 or direct, from Outside of North America – (514)982 - 8716 and enter your Control Number located in the shaded bar on the reverse side. BY INTERNET: http://www.envisionreports.com/Novagold_2017 BY EMAIL : Send email to service@computershare . com with “Proxy Materials NovaGold Resources Inc . ” in the subject line . Include in the message your full name and address, plus the Control Number located in the shaded bar on the reverse side of this notice, and state in the email that you want a paper or email copy of current meeting materials . To facilitate timely delivery, all requests for a paper copy of the proxy materials must be submitted by April 21, 2017 and all requests for an email copy of the proxy materials must be submitted by May 2, 2017. To obtain paper or email copies after the meeting date, please contact NOVAGOLD at 1 - 866 - 669 - 6227.

Form of Proxy - Annual General Meeting to be held on May 5, 2017 01AUQA F old F old This Form of Proxy is solicited by and on behalf of Management. Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof . If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse) . 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. Proxies submitted must be received by 1:00 PM, Pacific Time, on May 3, 2017.

220743 01AURA F old F old N R I Q Authorized Signature(s) - This section must be completed for your instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. MM / DD / YY D a te Sign a tu r e(s) 01. Sharon Dowdall For Withhold 04. Gregory Lang 02. Dr. Marc Faber For Withhold 05. Gillyeard Leathley 03. Dr. Thomas Kaplan For Withhold 06. Igor Levental 2. Appointment of Auditors Appointment of PricewaterhouseCoopers LLP as the Auditors of the Company for the fiscal year ending November 30, 2017, and authorizing the Directors to fix their remuneration. See disclosure under the heading “Appointment of Auditors” as set out in the Company’s Management Information Circular dated March 23, 2017. For Withhold 3. Approval of Non - Binding Advisory Vote on Executive Compensation To approve 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 23, 2017. For Against Abstain 4. Approval of All Unallocated Entitlements Under the Stock Award Plan To approve all unallocated entitlements under the Company’s Stock Award Plan. See disclosure under the heading “Additional Matters to be Acted Upon” as set out in the Company’s Management Information Circular dated March 23, 2017. For Against Abstain 5. Approval of All Unallocated Entitlements Under the Performance Share Unit Plan To approve all unallocated entitlements under the Company’s Performance Share Unit Plan. See disclosure under the heading “Additional Matters to be Acted Upon” as set out in the Company’s Management Information Circular dated March 23, 2017. For Against Abstain 6. Approval of All Unallocated Entitlements Under the Deferred Share Unit Plan To approve all unallocated entitlements under the Company’s Deferred Share Unit Plan. See disclosure under the heading “Additional Matters to be Acted Upon” as set out in the Company’s Management Information Circular dated March 23, 2017. 07. Kalidas Madhavpeddi 10. Rick Van Nieuwenhuyse 08. Gerald McConnell 11. Anthony Walsh 09. Clynton Nauman Appointment of Proxyholder I/We being holder(s) of NOVAGOLD RESOURCES INC. hereby appoint: Dr. Thomas Kaplan, or failing him, Gregory A. Lang, or failing him, David L. Deisley, or failing him, Tricia F. Pannier, Print the name of the person you are appointing if this person is someone other than Dr. Thomas Kaplan, Gregory A. Lang, David L. Deisley, or Tricia F. Pannier. OR as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of NOVAGOLD RESOURCES INC . to be held at the Hyatt Regency Vancouver, Grouse Room, 655 Burrard Street, Vancouver, BC, V 6 C 2 R 7 , Canada, on May 5 , 2017 at 1 : 00 PM, Pacific Time, and at any adjournment or postponement thereof . VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES . 1 . Election of Directors For Against Abstain

Security Class Holder Account Number 8 th Floor, 100 University Avenue Toronto, Ontario M 5 J 2 Y 1 ww w . computershare . com Form of Proxy - Annual General Meeting to be held on May 5, 2017 01ASOA F old F old If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone To Vote Using the Internet To Receive Documents Electronically • Call the number listed BELOW from a touch tone telephone. 1 - 866 - 732 - VOTE (8683) Toll Free • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. • You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com and clicking at the bottom of the page. This Form of Proxy is solicited by and on behalf of Management. Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof . If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse) . 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. Proxies submitted must be received by 1:00 PM, Pacific Time, on May 3, 2017.

F old F old Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist. N R I Q 220743 A R 1 01ASPA Authorized Signature(s) - This section must be completed for your instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. MM / DD / YY D a te Sign a tu r e(s) 01. Sharon Dowdall For Withhold 04. Gregory Lang 02. Dr. Marc Faber For Withhold 05. Gillyeard Leathley 03. Dr. Thomas Kaplan For Withhold 06. Igor Levental 2. Appointment of Auditors Appointment of PricewaterhouseCoopers LLP as the Auditors of the Company for the fiscal year ending November 30, 2017, and authorizing the Directors to fix their remuneration. See disclosure under the heading “Appointment of Auditors” as set out in the Company’s Management Information Circular dated March 23, 2017. For Withhold 3. Approval of Non - Binding Advisory Vote on Executive Compensation To approve 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 23, 2017. For Against Abstain 4. Approval of All Unallocated Entitlements Under the Stock Award Plan To approve all unallocated entitlements under the Company’s Stock Award Plan. See disclosure under the heading “Additional Matters to be Acted Upon” as set out in the Company’s Management Information Circular dated March 23, 2017. For Against Abstain 5. Approval of All Unallocated Entitlements Under the Performance Share Unit Plan To approve all unallocated entitlements under the Company’s Performance Share Unit Plan. See disclosure under the heading “Additional Matters to be Acted Upon” as set out in the Company’s Management Information Circular dated March 23, 2017. For Against Abstain 6. Approval of All Unallocated Entitlements Under the Deferred Share Unit Plan To approve all unallocated entitlements under the Company’s Deferred Share Unit Plan. See disclosure under the heading “Additional Matters to be Acted Upon” as set out in the Company’s Management Information Circular dated March 23, 2017. 07. Kalidas Madhavpeddi 10. Rick Van Nieuwenhuyse 08. Gerald McConnell 11. Anthony Walsh 09. Clynton Nauman Appointment of Proxyholder I/We being holder(s) of NOVAGOLD RESOURCES INC. hereby appoint: Dr. Thomas Kaplan, or failing him, Gregory A. Lang, or failing him, David L. Deisley, or failing him, Tricia F. Pannier, Print the name of the person you are appointing if this person is someone other than Dr. Thomas Kaplan, Gregory A. Lang, David L. Deisley, or Tricia F. Pannier. OR as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of NOVAGOLD RESOURCES INC . to be held at the Hyatt Regency Vancouver, Grouse Room, 655 Burrard Street, Vancouver, BC, V 6 C 2 R 7 , Canada, on May 5 , 2017 at 1 : 00 PM, Pacific Time, and at any adjournment or postponement thereof . VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES . 1 . Election of Directors For Against Abstain