0001214659-24-001496.txt : 20240131 0001214659-24-001496.hdr.sgml : 20240131 20240131113439 ACCESSION NUMBER: 0001214659-24-001496 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240124 FILED AS OF DATE: 20240131 DATE AS OF CHANGE: 20240131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILLIAMS RICHARD ALAN CENTRAL INDEX KEY: 0002009896 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31913 FILM NUMBER: 24581350 MAIL ADDRESS: STREET 1: C/O NOVAGOLD RESOURCES INC. STREET 2: 201 SOUTH MAIN STREET, SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOVAGOLD RESOURCES INC CENTRAL INDEX KEY: 0001173420 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 201 SOUTH MAIN STREET 2: SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 801-449-9328 MAIL ADDRESS: STREET 1: 201 SOUTH MAIN STREET 2: SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 3 1 marketforms-64514.xml PRIMARY DOCUMENT X0206 3 2024-01-24 0 0001173420 NOVAGOLD RESOURCES INC NG 0002009896 WILLIAMS RICHARD ALAN C/O NOVAGOLD RESOURCES INC. 201 SOUTH MAIN STREET, SUITE 400 SALT LAKE CITY UT 84111 false true false false Vice President and COO Common Shares 401188 D Stock Option (right to buy) 6.96 2024-11-30 Common Shares 120000 D Stock Option (right to buy) 9.96 2025-11-30 Common Shares 87700 D Stock Option (right to buy) 6.75 2026-11-30 Common Shares 132100 D Stock Option (right to buy) 5.77 2027-11-30 Common Shares 142700 D Stock Option (right to buy) 4.20 2028-11-30 Common Shares 248700 D Performance Share Units ("PSUs") 0.00 Common Shares 49100 D Performance Share Units ("PSUs") 0.00 Common Shares 60300 D Performance Share Units ("PSUs") 0.00 Common Shares 31000 D Performance Share Units ("PSUs") 0.00 Common Shares 107800 D The options vest as follows: 1/3 on 12/1/2020; 1/3 on 12/1/2021; and 1/3 on 12/1/2022. The options vest as follows: 1/3 on 12/1/2021; 1/3 on 12/1/2022; and 1/3 on 12/1/2023. The options vest as follows: 1/3 on 12/1/2022; 1/3 on 12/1/2023; and 1/3 on 12/1/2024. The options vest as follows: 1/3 on 12/1/2023; 1/3 on 12/1/2024; and 1/3 on 12/1/2024. The options vest as follows: 1/3 on 12/1/2024; 1/3 on 12/1/2025; and 1/3 on 12/1/2026. Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to performance criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof anywhere between 0% and 150% of the PSU grant amount depending upon actual performance against the performance criteria. The anticipated vesting date is December 1, 2024. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the performance criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person. Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to performance criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof anywhere between 0% and 150% of the PSU grant amount depending upon actual performance against the performance criteria. The anticipated vesting date is December 1, 2025. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the performance criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person. Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to vesting criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof at 100% of the PSU grant amount if the vesting criteria is met. The anticipated vesting date is June 30, 2024. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the vesting criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person. Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to performance criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof anywhere between 0% and 150% of the PSU grant amount depending upon actual performance against the performance criteria. The anticipated vesting date is December 1, 2026. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the performance criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person. /s/ Tricia Pannier as attorney-in-fact for Richard Alan Williams 2024-01-31 EX-24 2 poa.htm POA DOCUMENT

      POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
Tricia Pannier and/or M. Benjamin Machlis as the undersigned's true and lawful
attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director and/or 10% shareholder of NOVAGOLD RESOURCES INC. (the
"Company"), Forms 3, 4 and 5 (including amendments thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder and any Form ID, Uniform Application for Access Codes to
File on Edgar, or Update Passphrase Form;
(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5,
Form ID or Update Passphrase Form and timely file such forms (including
amendments thereto) and application with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and
(3) 	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact herein may rely entirely
on information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon
any untrue statements or omission of necessary facts in the information provided
by the undersigned to such attorney-in fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments
thereto), Form ID or Update Passphrase Form and agrees to reimburse the Company
and such attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.
This Power of Attorney supersedes any power of attorney previously executed by
the undersigned regarding the purposes outlined in the first paragraph hereof
("Prior Powers of Attorney"), and the authority of the attorneys-in-fact named
in any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated as of a
later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 24th day of January, 2024.


/s/ Richard A. Williams
Name:  Richard A. Williams