SHARE PURCHASE WARRANT INDENTURE NOVAGOLD RESOURCES INC. - AND - COMPUTERSHARE TRUST COMPANY OF CANADA Providing for the issue of up to 3,130,000 Share Purchase Warrants Dated as of July 7, 2005Share Purchase Warrant Indenture • February 28th, 2006 • Novagold Resources Inc • Gold and silver ores • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and duly authorized to carry on the trust business in each Province of Canada (hereinafter called the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2006 • Novagold Resources Inc • Gold and silver ores • British Columbia
Salman Partners Inc., Canaccord Capital Corporation, BMO Nesbitt Burns Inc. and Sprott Securities Inc. (collectively, the “Underwriters”) hereby severally, and not jointly, offer to purchase from NovaGold Resources Inc. (the “Company”), in the respective percentages set forth in section 14, and the Company by its acceptance hereof agrees to create, issue and sell to the Underwriters a total of 5,000,000 special warrants (the “Firm Special Warrants”) for a Purchase Price of $10.00 per Firm Special Warrant. The agreement made by the Company’s acceptance hereof is conditional upon and subject to the terms and conditions described below. Unless otherwise defined herein, defined terms used in this Agreement have the meanings ascribed to them under Section 1 “Definitions”.
