0001104659-06-031467 Sample Contracts

NOVAGOLD RESOURCES INC. and
Shareholder Rights Plan Agreement • May 5th, 2006 • Novagold Resources Inc • Gold and silver ores • British Columbia

THIS AGREEMENT dated April 21, 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).

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