Exhibit 3.1 NovaGold Resources Inc. Underwriting AgreementUnderwriting Agreement • February 2nd, 2006 • Novagold Resources Inc • Gold and silver ores • New York
SHAREHOLDER RIGHTS PLAN AGREEMENT December 7, 2006Shareholder Rights Plan Agreement • December 15th, 2006 • Novagold Resources Inc • Gold and silver ores • British Columbia
THIS AGREEMENT dated December 7, 2006 between NovaGold Resources Inc. (the “Corporation”), a corporation incorporated under the laws of Nova Scotia, and, Computershare Investor Services Inc., a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2014 • Novagold Resources Inc • Gold and silver ores • British Columbia
THEREFORE in consideration of the recitals, the following covenants and the payment of one dollar made by each party to the other, the receipt and sufficiency of which are acknowledged by each party, the parties agree on the following terms:
NovaGold Resources Inc. 35,000,000 Common Shares Underwriting AgreementNovagold Resources Inc • February 2nd, 2012 • Gold and silver ores • New York
RBC Dominion Securities Inc. J.P. Morgan Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o RBC Dominion Securities Inc. P. O. Box 50 Royal Bank Plaza Toronto, Ontario M5J 2W7
NovaGold Resources Inc. Employee Share Purchase Plan Approved as of May 31, 2007 Effective as of April 1, 2008Novagold Resources Inc • February 12th, 2014 • Gold and silver ores • British Columbia
SUBSCRIPTION AGREEMENTSubscription Agreement • March 8th, 2010 • Novagold Resources Inc • Gold and silver ores • New York
This Subscription Agreement, together with the Annex and Exhibits attached hereto, (collectively this “Agreement”) is made as of the date set forth below between NovaGold Resources Inc., a Nova Scotia corporation (the “Company”), and the Investor with respect to common shares (“Common Shares”) of the Company.
NOVAGOLD RESOURCES INC. as Issuer AND THE BANK OF NEW YORK as Trustee Supplemental Indenture No. 1 Dated as of March 26, 2008 to Indenture Dated as of March 26, 2008 5.50% Senior Convertible Notes due 2015Novagold Resources Inc • March 26th, 2008 • Gold and silver ores • New York
SUPPLEMENTAL INDENTURE NO. 1, dated as of March 26, 2008, between NOVAGOLD RESOURCES INC., a corporation duly organized and existing under the laws of the Province of Nova Scotia, as Issuer (herein called the "Company"), having its principal office at Suite 2300, 200 Granville Street, Vancouver, British Columbia, Canada V6C 154 (Facsimile No. (604) 669-6272), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein called the "Trustee").
AMENDMENT AGREEMENTAmendment Agreement • January 25th, 2017 • Novagold Resources Inc • Gold and silver ores
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2014 • Novagold Resources Inc • Gold and silver ores • British Columbia
THEREFORE in consideration of the recitals, the following covenants and the payment of one dollar made by each party to the other, the receipt and sufficiency of which are acknowledged by each party, the parties agree on the following terms:
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”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 13th, 2009 • Novagold Resources Inc • Gold and silver ores • New York
UNIT PURCHASE AGREEMENT (the “Agreement”) dated as of December 31, 2008, between NovaGold Resources Inc., a corporation organized and existing under the laws of the province of Nova Scotia, Canada (the “Seller”), and Electrum Strategic Resources LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States (the “Purchaser”).
MINING VENTURE AGREEMENT BETWEEN PLACER DOME U.S. INC. AND NOVAGOLD RESOURCES ALASKA, INC.Mining Venture Agreement • August 14th, 2006 • Novagold Resources Inc • Gold and silver ores • Alaska
THIS MINING VENTURE AGREEMENT is made effective as of November 13, 2002 (the "Effective Date"), by and between NOVAGOLD RESOURCES ALASKA, INC., an Alaska corporation, whose address for purposes hereof is Suite 405, 625 Howe Street, Vancouver, B.C. V6C 2T6 Canada ("Nova") and PLACER DOME U.S. INC., a California corporation, whose address for purposes hereof is 1125 17th Street, Suite 2310, Denver, Colorado, U.S.A. 80202 ("PDUS").
ContractShare Purchase Agreement • October 3rd, 2018 • Novagold Resources Inc • Gold and silver ores • British Columbia
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 23rd, 2019 • Novagold Resources Inc • Gold and silver ores • Utah
NOVAGOLD RESOURCES INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA _________________________________________________________ WARRANT INDENTURE Providing for the Issue of up to 3,500,000 Common Share Purchase Warrants...Novagold Resources Inc • October 29th, 2003 • Nova Scotia
NOVAGOLD RESOURCES INC., a company incorporated under the Companies Act (Nova Scotia), having an office at NovaGold Resources Inc., Four Bentall Centre, #3454 - 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1K8
NOVAGOLD RESOURCES INC. - and - NEWMONT CANADA FN HOLDINGS ULC - and - NEWMONT MINING CORPORATION SHARE PURCHASE AGREEMENT DATED July 25, 2018Confidential Treatment • August 2nd, 2018 • Novagold Resources Inc • Gold and silver ores • British Columbia
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
NovaGold Canada Inc. A subsidiary of NovaGold Resources Inc.Novagold Resources Inc • February 17th, 2009 • Gold and silver ores
We refer to the Galore Creek Partnership Agreement dated August 1, 2007 among NovaGold Canada Inc. (“NovaGold”), Teck Cominco Metals Ltd. (“Teck Cominco”), Galore Creek Mining Corporation, NovaGold Resources Inc. and Teck Cominco Limited, as amended by letter agreement among the same parties dated November 25, 2007 (the “Partnership Agreement”). Capitalized terms used in this letter and not otherwise defined have the meanings ascribed to those terms in the Partnership Agreement.
CREDIT AGREEMENTCredit Agreement • February 21st, 2008 • Novagold Resources Inc • Gold and silver ores • British Columbia
WHEREAS the Borrower has requested that the Bank establish a certain credit facility in favour of the Borrower for the purposes set out in Section 10.1(d);
UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2003 • Novagold Resources Inc • Nova Scotia
Salman Partners Inc., Canaccord Capital Corporation, BMO Nesbitt Burns Inc. and First Associates Investments Inc. (collectively, the “Underwriters”) understand that NovaGold Resources Inc. (the “Corporation”) proposes to issue and sell 5,000,000 units (“Units”) of the Corporation at a purchase price of $5.00 per Unit (the “Purchased Units”). Each Unit is comprised of one Common Share and one-half of one Common Share Purchase Warrant (as those terms are defined below). Each whole Common Share Purchase Warrant shall entitle the holder thereof to purchase one Warrant Share (as defined below) of the Corporation at a price of $7.00 at any time during the period commencing on the Closing Date and ending at 4:30 p.m. (Vancouver time) on the Common Share Purchase Warrant Expiry Date (as those terms are defined below).
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”.
