UNITED STATES DISTRICT COURT ELECTRONICALLY FILED SOUTHERN DISTRICT OF NEW YORK
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IN RE NOVAGOLD RESOURCES INC. ) MASTER FILESECURITIES LITIGATION )
} 1:08-CV-7041 (DLC) (JCF) This Document Relates to: }
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ORDER APPROVING U.S. LEAD COUNSEL'S MOTION FOR AN AWARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES
On the tenth day of September, 2010, a hearing having been held before this Court to determine, among other things, whether and in what amount to award U.S. Lead Counsel in the above-captioned consolidated securities class action (the "U.S. Action") fees and reimbursement of expenses directly relating to its representation of the U.S. Class. All capitalized terms used herein having the meanings as set forth and defined in the Amended Stipulation and Agreement of Settlement, dated as of April 20, 2010 (the "Stipulation"). The Court having considered all matters submitted to it at the hearing and otherwise; and it appearing that a notice of the hearing substantially in the form approved by the Court was mailed to all Persons, other than Excluded Persons, reasonably identifiable, who, during the period from October 25, 2005 to and including January 16, 2008 (the "Class Period"), (i) purchased NovaGold common stock on the AMEX during the Class Period; (ii) are United States residents that purchased NovaGold common stock on the TSX during the Class Period; or (iii) are United States residents that purchased publicly traded NovaGold common stock by any other means during the Class Period, and were allegedly damaged thereby, as shown by the records of NovaGold Resources Inc.'s ("NovaGold") transfer agent, at the respective addresses set forth in such records, and that a summary notice of the
hearing substantially in the form approved by the Court was published in the United States (once in The Wall Street Journal and transmitted over PR Newswire), throughout Canada (once in The
Vancouver Sun, The Globe and Mail, The National Post and La Presse (in French)), and in
Europe (once in The Wall Street Journal (Europe)); and the Court having considered and determined the fairness and reasonableness of the award of attorneys' fees and expenses requested.
NOW, THEREFORE, IT IS HEREBY ORDERED THAT:
1. The Court has jurisdiction over the subject matter of this U.S. Action and over all parties to the U.S. Action, including all U.S. Class Members and the Claims Administrator.
2. Notice of U.S. Lead Counsel's application for attorneys' fees and reimbursement of expenses was given to all U.S. Class Members who could be identified with reasonable effort.
expenses met the requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 211)(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), due process, and Rule 23.1 of the Local Civil Rules of the United States District Courts for the Southern and Eastern Districts of New York, and any other applicable law, constituted the best notice practicable under the circumstances, and constituted due and sufficient notice to all persons and entities entitled thereto.
3. Pursuant to the Stipulation, the award of attorneys' fees and reimbursement of U.S. Lead Counsel's and U.S. Lead Plaintiff's costs and expenses shall be paid out of the Settlement Fund in Canadian Dollars. (Stipulation ¶15). U.S. Lead Counsel is hereby awarded
thereon at the same net rate as earned by the Gross Settlement Fund, which sum the Court finds to be fair and reasonable, and C$ )1 q,, 2 $l.0.5, with interest thereon at the same net rate as earned by the Gross Settlement Fund, in reimbursement of litigation expenses, which may be paid to U.S. Lead Counsel from the Gross Settlement Fund immediately upon entry of this Order.
4. The Court has also considered U.S. Lead Plaintiff's request for reimbursement of reasonable costs and expenses directly relating to the representation of the U.S. Class, pursuant to the PSLRA, 15 U.S.C. §78u-4 (a)(4). The Court hereby awards the New Orleans Employees' Retirement System expenses of C$ (7• O O .. _ .: ; • .
5. In making this award of attorneys' fees and reimbursement of expenses to be paid from the Gross Settlement Fund, the Court has considered and found that:
(a) The Settlement has created a fund of C$28,000,000 in cash that is already on deposit and has been earning interest, and that numerous U.S. Class Members who submit acceptable Proofs of Claim will benefit from the Settlement created by the efforts of U.S. Lead Counsel;
(b) The fee sought by U.S. Lead Counsel has been reviewed and approved as fair and reasonable by the Court-appointed U.S. Lead Plaintiff, a sophisticated institutional investor that was substantially involved in all aspects of the prosecution and resolution of the U.S. Action;
(c) Notice was disseminated to putative U.S. Class Members stating that U.S. Lead Counsel was moving for attorneys' fees not to exceed C$5,975,000, plus interest, and reimbursement of expenses incurred in connection with the prosecution of this U.S. Action in an
amount not to exceed C$275,000, plus interest, and no objections were filed against the fees and expenses requested by U.S. Lead Counsel contained in the Notice;
(d) U.S. Lead Counsel has conducted the litigation and achieved the Settlement with skill, perseverance, and diligent advocacy;
(e) The U.S. Action involves complex factual and legal issues and, in the absence of a settlement, would involve further lengthy proceedings with uncertain resolution of the complex factual and legal issues;
(f) Had U.S. Lead Counsel not achieved the Settlement, there would remain a significant risk that U.S. Lead Plaintiff and the other members of the U.S. Class may have recovered less or nothing from the U.S. Defendants;
(h) The amount of attorneys' fees awarded and expenses reimbursed from the Gross Settlement Fund are fair and reasonable • • • ., _ . • _ ' •• '
b. The awarded attorneys' fees and expenses of U.S. Lead Counsel shall be paid from the Gross Settlement Fund immediately after this Order is entered subject to the terms, conditions, and obligations of the Stipulation, which terms, conditions, and obligations are incorporated herein.
7. Any appeal or any challenge affecting this Court's approval regarding any attorneys' fees and expense application shall in no way disturb or affect the finality of the Judgment.
Administrator, for all matters relating to this U.S. Action, including the administration,
interpretation, effectuation or enforcement of the Stipulation and this order, including any further application for fees and expenses incurred in connection with administering and distributing the settlement proceeds to the members of the U.S. Class.
9. In the event that the Settlement is terminated or does not become Final in accordance with the terms of the Stipulation, this order shall be rendered null and void to the extent provided by the Stipulation and shall be vacated in accordance with the Stipulation.
Dated: New York, New York
^o 52010
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LETHE HONG BDENISE COTE UNITED STATES DISTRICT JUDGE
