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Auditor Report of NovaGold Petro-Resources Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of Novagold Petro-Resources Limited (''the Company'') as at March 31, 2014 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order, 2003 (as amended) (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of the written representations received from the directors, as on March 31, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

* in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

* in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

* in the case of Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to the auditors'' report to the Members of NOVAGOLD PETRO-

RESOURCES LIMITED (the Company) for the year ended March 31, 2014, We report that:

1. (a) The Company has maintained proper records showing full particulars, including qualitative details and situation of fixed assets.

(b) Certain Fixed Assets have been disposed off by the company during the year and certain were purchased during the year which have been physically verified by the management during the year. There is a regular programme of verification which is our opinion is reasonable having regard to the size of the Company and the nature of its business and assets. No material discrepancies were noticed on verification.

(c) Disposed off fixed assets do not affect its going concern assumption.

2. (a) The stock of finished goods and other Auxiliary items have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of the business.

(c) No material discrepancies have been noticed on physical verification of stocks as compared to book records.

(d) We on the basis of an examination of stocks, are of the opinion that the value of stock is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

3. According to the information and explanations given to us, there are no companies, firms or other parties listed in the register maintained u/s. 301 of the Companies Act, 1956. Hence the matters specified in paragraph 4(iii) with regard to loan taken/granted are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of fixed assets, inventory and the sale of goods.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of section 301 of the Act have been entered and the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

1. The company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

2. Considering the effectiveness of Internal cheque & Control system in effect, management is of opinion that Internal Audit System is not required at present.

3. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

4. According to the information and explanations given to us and based on the basis of our examination of the books of accounts, the Company has been regular in depositing undisputed statutory dues including provident fund, income-tax, sales-tax, custom duty, investor education and provident fund, wealth and any other statutory dues during the year with the appropriate authorities. As explained to us m the Company did not have any dues on account of employee state insurance, excise duty and cess.

According to the information and explanations given to us, no undisputed dues payable in respect of Income-tax, Sales-Tax, Wealth-tax, Custom Duty and cess were outstanding at 31st March 2014 for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no dues in respect of Sales tax, Income tax, Customs Duty, Wealth tax, Excise Duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

5. The Company has accumulated losses at the end of the financial year and has not incurred cash losses in the financial year immediately preceding such financial year.

6. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

7. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

8. The company is not a chit fund, nidhi, mutual benefit fund or a society.

9. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investment.

10. To the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. According to the information and explanation given to us, the Company has not raised any funds on short-term or long-term basis. All assets have been funded by shareholders'' funds.

12. The company has not made any preferential allotment of shares to parties and companies covered in the registered maintained u/s.301 of the Companies Act.

13. The Company has not raised any money by public issues during the year.

14. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

FOR C B MEHTA & CO

Place : VADODARA CHARTERED ACCOUNTANT

Date : 01/09/2014 Sd/-

CHINMAY MEHTA (PROPRIETOR) M.NO.517103


Mar 31, 2012

We have audited the attached Balance Sheet of Novagold Petro-Resources Limited ('the Company') as at March 31, 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 (as amended) (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a.. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of the written representations received from the directors, as on March 31, 2012,

and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

- in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

- in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

- in the case of Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to the auditors' report to the Members of NOVAGOLD PETRO-RESOURCES LIMITED (the Company) for the year ended March 31, 2012, We report that:

1. (a) The Company has maintained proper records showing full particulars, including qualitative details and situation of fixed assets.

(b) Certain Fixed Assets have been disposed off by the company during the year and certain were purchased during the year which have been physically verified by the management during the year. There is a regular programme of verification which is our opinion is reasonable having regard to the size of the Company and the nature of its business and assets. No material discrepancies were noticed on verification.

(c) Disposed off fixed assets do not affect its going concern assumption.

2. (a) The stock of finished goods and other Auxiliary items have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of the business.

(c) No material discrepancies have been noticed on physical verification of stocks as compared to book records.

(d) We on the basis of an examination of stocks, are of the opinion that the value of stock is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

3. According to the information and explanations given to us, there are no companies, firms or other parties listed in the register maintained u/s. 301 of the Companies Act, 1956. Hence the matters specified in paragraph 4(iii) with regard to loan taken/granted are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of fixed assets, inventory and the sale of goods.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of section 301 of the Act have been entered and the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7. Considering the effectiveness of Internal cheque & Control system in effect, management is of opinion that Internal Audit System is not required at present.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

According to the information and explanations given to us, no undisputed dues payable in respect of Income -tax, Sales-Tax, Wealth-tax, Custom Duty and cess were outstanding at 31st March 2011 for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no dues in respect of Sales tax, Income tax, Customs Duty, Wealth tax, Excise Duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

1. The Company has accumulated losses at the end of the financial year and has not incurred cash losses in the financial year immediately preceding such financial year.

2. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

3. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

4. The company is not a chit fund, nidhi, mutual benefit fund or a society.

5. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investment.

6. To the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

7. According to the information and explanation given to us, the Company has not raised any funds on short -term or long -term basis. All assets have been funded by shareholders' funds.

8. The company has not made any preferential allotment of shares to parties and companies covered in the registered maintained u/s.301 of the Companies Act.

9. The Company has not raised any money by public issues during the year.

10. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

FOR MUKESH CHOKSHI & CO

Place : MUMBAI CHARTERED ACCOUNTANT

Date : 31-08-2012

Sd/-

MUKESH CHOKSHI

(PROPRIETOR)

M.NO.31751


Mar 31, 2010

We have audited the attached Balance Sheet of Novagold Petro-Resources Limited (the Company as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 (as amended) (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of the written representations received from the directors, as on

March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

- in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

- in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

- in the case of Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to the auditors report to the Members of NOVAGOLD PETRO- RESOURCES LIMITED (the Company) for the year ended March 31, 2010, We report that:

1. (a) The Company has maintained proper records showing full particulars, including qualitative details and situation of fixed assets.

(b) Certain Fixed Assets have been disposed off by the company during the year and certain were purchased during the year which have been physically verified by the management during the year. There is a regular programme of verification which is our opinion is reasonable having regard to the size of the Company and the nature of its business and assets. No material discrepancies were noticed on verification.

(c) Disposed off fixed assets do not affect its going concern assumption.

2. (a) The stock of finished goods and other Auxiliary items have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of the business.

(c) No material discrepancies have been noticed on physical verification of stocks as compared to book records.

(d) We on the basis of an examination of stocks, are of the opinion that the value of stock is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

3. According to the information and explanations given to us, there are no companies, firms or other parties listed in the register maintained u/s. 301 of the Companies Act, 1956. Hence the matters specified in paragraph 4(iii) with regard to loan taken/granted are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of fixed assets, inventory and the sale of goods.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of section 301 of the Act have been entered and the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. The company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

6. Considering the effectiveness of Internal cheque & Control system in effect, management is of opinion that Internal Audit System is not required at present.

7. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

8. According to the information and explanations given to us and based on the basis of our examination of the books of accounts, the Company has been regular in depositing undisputed statutory dues including provident fund, income-tax, sales-tax, custom duty, investor education and provident fund, wealth and any other statutory dues during the year with the appropriate authorities. As explained to us m the Company did not have any dues on account of employee state insurance, excise duty and cess.

According to the information and explanations given to us, no undisputed dues payable in respect of Income-tax, Sales-Tax, Wealth-tax, Custom Duty and cess were outstanding at 31st March 2010 for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no dues in respect of Sales tax, Income tax, Customs Duty, Wealth tax, Excise Duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

9. The Company has accumulated losses at the end of the financial year and has not incurred cash losses in the financial year immediately preceding such financial year.

10. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

11. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The company is not a chit fund, nidhi, mutual benefit fund or a society.

13. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investment.

14. To the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

15. According to the information and explanation given to us, the Company has not raised any funds on short-term or long-term basis. All assets have been funded by shareholders funds.

16. The company has not made any preferential allotment of shares to parties and companies covered in the registered maintained u/s.301 of the Companies Act.

17. The Company has not raised any money by public issues during the year.

18. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

FOR MUKESH CHOKSHI & CO

Place : MUMBAI CHARTERED ACCOUNTANT

Date : 29-08-2010

Sd/-

MUKESH CHOKSHI

(PROPRIETOR)

M.N0.31751

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