NovaGold Resources Inc. Underwriting AgreementNovagold Resources Inc • March 20th, 2008 • Gold and silver ores • New York
NovaGold Resources Inc., a corporation organized under the laws of Nova Scotia (the “Company”), proposes to sell to J.P. Morgan Securities Inc. (the “Underwriter”) US$95,000,000 principal amount of its 5.50% Senior Convertible Notes due May 1, 2015 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to an additional US$14,000,000 principal amount of its 5.50% Senior Convertible Notes due May 1, 2015 to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The Securities will be convertible into common shares, no par value (the “Common Shares”), of the Company (the Common Shares to be issued upon conversion of the Securities being hereinafter called the “Underlying Securities”), at the conversion price set forth in the Final Prospectuses. The Securities will be issued under an indenture to be dated as of the Closing Date, as
