·   The information presented was objective and factual, not subjective, based on reliable information available at the time.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   It is common in the gold mining industry to deal with remote properties. Donlin Gold, however, is not so remote or technically challenging that the mine could not be built. The feasibility of the Donlin Gold project is documented in the publicly-available Donlin Creek Gold Project Alaska, USA, NI 43-101 Technical Report on Second Updated Feasibility Study,” effective November 18, 2011, amended January 20, 2012 (“FSU2”).

·   The FSU2 details the extensive technical, environmental, and social studies that were conducted by reputable firms with Donlin Gold’s Native Corporation partners and local stakeholders to ensure the longevity and viable development of such an important deposit in the Yukon-Kuskokwim region.

·   The pipeline design and analysis are detailed in NOVAGOLD’s FSU2 and Donlin Gold’s “Natural Gas Pipeline Plan of Development Donlin Gold, Revision 1”, December 2013, prepared by SRK Consulting, Inc., “Supplemental Information for the Donlin Gold Natural Gas Pipeline State Pipeline Right-of-Way Lease Application (ADL 231908)”, December 2017, prepared by Donlin Gold, and ”Natural Gas Pipeline Project Design Basis Memorandum Revision 2, April 2018, prepared by Michael Baker International.

·   Management does not award themselves salaries.

·   Compensation of NOVAGOLD management is established by the Compensation Committee of the Board and is duly approved by the entire Board. It is regularly measured against levels of compensation of management of a carefully selected peer group of companies. Rio and BHP are not in the gold industry and neither company is in NOVAGOLD’S executive compensation peer group.

·   The base salary of NOVAGOLD’s President and CEO is 65% and 42% of the base salaries of the President & CEOs of gold companies Newmont and Barrick, respectively, as per the latest information publicly filed for each company.

·   Executive compensation is principally in the form of NOVAGOLD stock options and performance share units, the value of which depends entirely on Company performance. Therefore, the majority of executive compensation is “at-risk” of having zero value.

·   The FSU2 demonstrates the economic viability of the deposit at a gold price of $1,200 per ounce, lower than today’s current gold price of approximately $1,700 per ounce, and attractive leverage to a rising gold price.

·   The FSU2 estimates the life of mine cash flow at varying gold prices:

At $1,000/oz gold price $2,143 million

At $1,200/oz gold price $6,197 million

At $1,700/oz gold price $14,616 million

At $2,000/oz gold price $19,248 million

At $2,500/oz gold price $26,975 million.

·   The Company’s publicly-available FSU2 is objective and was prepared by third-party experts whose independence as per NI 43-101 guidelines is certified in the first pages of the report.

·   The FSU2 capital cost estimate was developed in accordance with Association for the Advancement of Cost Engineering Class 3 requirements.

·   Initial capital requirement as per the FSU2 is $6.7 billion.

·   The $8 billion figure referenced by JCAP in FSU2 includes operating costs as required under U.S. Generally Accepted Accounting Principles (US GAAP). It is noted in FSU2 to reconcile the accounting treatment of mine stripping costs incurred in the production phase of a mine between US GAAP and International Financial Reporting Standards (IFRS). Under IFRS, these costs can be capitalized and reported as sustaining capital. Capitalization of these costs is not allowed under US GAAP and are expensed as operating costs. In either case, the expenditures are not initial capital and there is no impact on the timing of project cash flows or net present value.

·   JCAP’s statement, which is attributed to an anonymous engineer whose credentials are not provided, is inaccurate.

·   The project that was evaluated in FSU2 and Federal and State permitting includes the gas pipeline that is based on a sound design completed by highly experienced pipeline engineers. We continue to look at ways to optimize development of the pipeline including a range of partnership and financing options.  We, and our Native Corporation partners, also see the great benefits of bringing gas to the region.  However, the reality is that a pipeline is not the only option available to the project. The original feasibility study was also predicated on a barging alternative that remains viable if it is best for all those concerned.

·   Donlin Gold engaged CH2M Hill, a leading and reputable oil and gas engineering firm in Alaska, to prepare the Donlin Gold natural gas pipeline design and construction cost estimate This was then incorporated into FSU2 and referenced in the 2013 Pipeline Plan of Development. In 2013, CH2M Hill, which had been serving oil and gas clients in some of the world's harshest conditions for over 40 years, was the 6th largest employer in Alaska and the 2nd largest employer in the oil and gas industry in the state.  In 2017, CH2M Hill was ranked #22 on Fortune's 2017 “Top 50 Companies that Change the World” list for making a positive impact on society. That same year, it was acquired by Dallas-based Jacobs Engineering Group.

·   Donlin Gold also carried out a further review of the work conducted by CH2M Hill. The review, which was performed by Michael Baker International, a leading provider of engineering and design services, supported the results produced by CH2M Hill.

·   As documented in the publicly-available Donlin Gold Natural Gas Pipeline Plan of Development, CH2M Hill’s work included a comprehensive field surveys, geotechnical sampling, and hydrological and environmental studies, as well as having personnel walk the length of the proposed pipeline route to verify that the selected alignment was feasible.

·   The topography and construction requirements, on a mile-by-mile basis, are well-documented in the Plan of Development.

·   In the event natural gas supply to the project is interrupted, the power generation plant has dual-fuel engines that can operate on diesel for emergency backup. Diesel is barged and stored at site for mining equipment as part of the FSU2 logistics plan.

·   The FSU2 recognizes that, although the scope of the infrastructure work is extensive, the design and construction of the mine site infrastructure will be relatively straightforward.

·   As detailed in the Plan of Development, approximately 75 miles of the planned 315-mile route includes rugged mountainous terrain. The Company and its experts have determined that construction of the pipeline over the entirety of the 315-mile route is commercially, technically, and environmentally feasible.

·   While some portions of the planned pipeline route along the Alaska Range will traverse mountainous, rugged conditions, those conditions are well-documented and have been addressed in the Plan of Development as well as the 2018 Design Basis Memorandum prepared by Michael Baker International. They are not considered impediments to the construction of the pipeline.

·   JCAP’s analysis of infrastructure costs relies on an unnamed expert for whom no credentials are offered.

·   Every pipeline project is unique. JCAP’s statement concerning the cost to complete the pipeline relies on comparisons to other projects unrelated to the Donlin Gold project and cherry-picked to exaggerate the potential cost assumptions for the pipeline.

·   CH2M Hill carried out its work on the basis of assessing mile-by-mile costs related to the path to be taken by the pipeline.

·   See response to 34–39 below, addressing Mackenzie pipeline comparison. There is no comparison between the misleading nature of JCAP’s erroneous application of randomly selected multiples and the integrity of the engineering work performed by the reputable firm such as CH2M Hill and reviewed by Baker International.

·   NOVAGOLD cannot confirm the beliefs of the unidentified engineer to which JCAP refers.

·   The plan of development supports the feasibility level estimate by CH2M Hill included in the FSU2.

·   See response to 3, 5 above.

·   Current management has been consistent about the necessary steps for development of Donlin Gold and has been updating investors and other stakeholders as the project progresses.

·   It is improper to characterize NOVAGOLD’s sale of its interest in the Galore Creek asset as “quiet.”

·   Dating back to NOVAGOLD’s reorganization in 2012, the Company was always clear about its intention to sell its interest in Galore Creek as part of that reorganization, in order to focus on the Donlin Gold project, announcing in November 2011 that it had retained RBC Capital Markets and JP Morgan Securities LLC as financial advisors for the sale of all or part of its interest in the Galore Creek project. The sale was part of a well communicated strategy by the new management to concentrate its resources on Donlin Gold. In a March 5, 2012 press release, the Company again communicated its intention to sell its interest in the Galore Creek project, adding that the “proceeds from any sale are expected to be applied towards the development of NOVAGOLD’s 50%-owned Donlin Gold project in Alaska.”

·   When the sale closed, the Company again issued a press release on July 27, 2018 announcing that NOVAGOLD had sold its 50% interest in the Galore Creek project to Newmont for a total consideration of $200-million plus a conditional payment of $75 million. Thus, NOVAGOLD’s interest in the Galore Creek project was sold, as promised, to the right buyer for the right price. The proceeds that have been received were applied, as previously stated, towards advancement of Donlin Gold, NOVAGOLD’s principal asset.

·   Galore Creek economic parameters were naturally changing with time, scope of and stage of development (study) of the project, which is normal in any project situation. The revised capital cost estimates were made prior to 2011 and not by the present management. No capital cost estimate was performed post 2011.

·   See response to 1, 5 above.

·   Greg Lang has more than 40 years of industry experience, most of which was spent in increasingly demanding diverse leadership positions overseeing construction and operation of gold mines around the world.

·   Management remains committed to the original construction plan of the pipeline as appropriate, to the development potential of the Donlin Gold project, and the execution of this plan.

·   The opportunity to potentially enhance the value of the deposit upfront with higher grade by mining more selectively with smaller equipment and, consequently, spending less money on initial capital has nothing to do with any pipeline. Furthermore, a staged approach to development, while maintaining a substantial portion of gold output, is prudent to investigate ahead of an updated study and development plan. It is unrelated to the pipeline. Management’s intent to explore this alternative has been known to investors for over three years.

·   From 2012 to 2017, while the project was undergoing NEPA review and Federal permitting, exploratory drilling was inadvisable.

·   Donlin Gold conducted a limited, focused drilling campaign in 2017 to gather additional geochemical and structural data from targeted portions of the defined ACMA and Lewis deposit areas to support ongoing optimization work.

·   Upon receipt of the assays, the Company disclosed the 2017 drilling results to the public in a press release dated February 20, 2018.

·   Although NOVAGOLD cannot comment on modeling, grade, or costs until it completes its planned updated feasibility study, the February 20, 2018 press release announcing the results of the drill program included quotes from both Barrick’s President Kelvin Dushnisky and NOVAGOLD’s CEO, Greg Lang, expressing satisfaction with the results of the drill program.

·   See response to 13 above.

·   Both NOVAGOLD and Barrick have determined that the Donlin Gold project will commence development when the gold price, market conditions and project optimization render it ready for development.

·   The level of positive attention paid to Donlin Gold by Barrick has been rising steadily, as evidenced in Barrick’s latest AGM presentation.

·   NOVAGOLD understands that Barrick hasn’t included Donlin Gold in its new 10-year plan because the project owners have not made a construction decision regarding the project.

·   The quotation attributable to Barrick CEO Mark Bristow is correct but taken out of context. Mr. Bristow stated that the project “offers a huge optionality to the gold price across multiple gold price cycles in an excellent jurisdiction.”

·   Donlin Gold and Eskay Creek (Skeena’s principal development project) are of different sizes and in different stages of development.

·   The Donlin Gold project has been through several rounds of feasibility studies, whereas the Eskay Creek project is currently at an earlier stage Preliminary Economic Assessment level.

·   JCAP’s calculation of market capitalization is incorrect: Skeena closed at C$197.5M on May 29, 2020 versus NOVAGOLD’s market cap which was C$4.3B on the same day. Skeena’s market capitalization is one-twentieth of NOVAGOLD’s market capitalization, not one-sixth.

·   It is true that the original expectation was to start construction in 2008 but it was under different management. New management commenced the permitting process for Donlin Gold in 2012, when FSU2 was also completed.

·   Moreover, the FSU2, in estimating that pre-production would commence in 2018, disclosed that “Dates [included in the report were] for illustrative purposes only, as no Project permits and approvals [had] been received, and Project development and construction [had] not been approved by the respective Boards of Donlin Gold, NOVAGOLD, and Barrick.”

·   Bringing a mine into production requires assessment of the macro-economic environment, planning, optimization, research, utilization of possible third-party-financing instruments, conducting of auxiliary studies, and coordination between the partners at Donlin Gold, the experts which they engage, the communities, and government agencies and many other factors too numerous to list; all of these factors must align before a construction decision can be made.

·   Management’s decision, in conjunction with Barrick, to proceed cautiously, making sure that it has fully planned how it will execute development, is not misleading. It is prudent.

·   JCAP’s statement concerning insider selling improperly conflates the sales of shares by insiders with the exercise of options by insiders.

·   The current management team has been in place almost eight years and exercised options before they expired (a five-year time limit from the grant date).

·   According to publicly-available information through Canada’s System for Electronic Disclosure by Insiders (“SEDI”) database, NOVAGOLD’s Vice President and CFO, David Ottewell has steadily increased his shareholdings from 35,000 common shares to 617,000 shares during his tenure. He has surpassed his NOVAGOLD shareholding requirement (of two times his annual salary) 4.8 times over as of November 2019 (the multiple is higher now as his shareholdings have increased and share price has increased). Publicly-filed Form 4 documents show that any stock sales that have been made were part of a stock option exercise transaction, and each time Mr. Ottewell has exercised stock option (which only have value if the share price increases from the date it was granted), the number of shares held has remained the same and not decreased.

·   According to publicly-available information through Canada’s SEDI database, Greg Lang’s NOVAGOLD shareholdings have steadily increased from 116,000 common shares to 1.83 million shares during his tenure. Mr. Lang has surpassed his NOVAGOLD shareholding requirement (of three times his annual salary) five times over as of November 2019 (the multiple is higher now as his shareholdings have increased and share price has increased). Publicly-filed Form 4 documents show that any stock sales that have been made were part of a stock option exercise transaction, and each time Mr. Lang has exercised stock options (which only have value if the share price increases from the date it was granted) the number of shares held has remained the same or increased, not decreased.

·   Donlin Gold is not a mine, it’s a mining development project.

·   A large gold deposit has already been defined as per the FSU2. Donlin Gold hosts measured resources of approximately 8 Mt grading 2.52 g/t and indicated resources of approximately 534 Mt grading 2.24 g/t, each on a 100% basis.² Measured and indicated mineral resources are inclusive of proven and probable reserves.

·   With 39M oz. of contained gold in measured and indicated resources, Donlin Gold is currently among the largest gold development projects in the world. Gold contained in proven and probable reserves stands at 33.8M ounces. With a proven and probable reserve grade of 2.09 g/t, the project is expected to achieve annual production of 1.5M oz. for first five years and 1.1M oz. over the course of the mine’s life. This production would place Donlin among the highest-producing gold mines in the world and one of the few operators with over 1M oz. of annual capacity.³

·   The resource model utilized in FSU2 is supported by 1,396 development diamond core and reverse circulation drill holes totaling 339,646 meters, and 282 trenches totaling 21,441 meters.

·   FSU2 contemplates a project with an estimated mine life of 27 years at 53,500 t/d throughput.

·   Gold occurs primarily in sulphide and quartz–carbonate–sulphide vein networks in igneous rocks and, to a much lesser extent, in sedimentary rocks. Broad disseminated sulphide zones formed in igneous rocks where vein zones are closely spaced. Submicroscopic gold, contained primarily in arsenopyrite and secondarily in pyrite and marcasite, is associated with illite–kaolinite–carbonate–graphite-altered host rocks

·   As per FSU2, the connected power load planned is 227 MW with an average operating load of 153 MW. The city equivalency is exaggerated and irrelevant.

·   Produced electricity would be based on average operating load. As per the US Dept. of Energy, annual generation in Alaska is 6.9TWh, which equates to just under 800 MW average generation.

·   Adding 153 MW would increase electricity produced in the State of Alaska by approximately 20%, not 40%.

·   The Donlin Gold plant would be smaller than Chugach Electric’s Beluga power plant with a total capacity of 332MW – the largest power plant in Alaska.

·   The development of power generation facilities is not uncommon for large remote mining projects.

·   See response to 6–7 above.

·   Management has not made any misrepresentations regarding the cost of the pipeline or other matters. All data has been disclosed and available to the public.

·   See response to 8 above, 30–39 below.

·   To generate the cost estimate for the pipeline project, CH2M Hill developed two requests for proposal (RFPs): one sent to four pipeline construction firms and one sent to four civil construction firms (for the infrastructure). A number of the firms have extensive Alaskan construction experience. The bids were consolidated and, in general, CH2M Hill took the highest reasonable estimates for each component of each RFP to generate a conservative estimate of cost.

·   The FSU2 capital cost estimate was developed in accordance with Association for the Advancement of Cost Engineering (AACE) Class 3 requirements. The inputs used to estimate cost are described in detail in the publicly-available FSU2.

·   The Mackenzie pipeline project used different materials in a different location with a different climate and environmental concerns. It is not an appropriate comparison.

·   See responses to 36–39 below.

·   See response to 36–39 below.

·   It is not possible to verify whether JCAP’s unidentified pipeline expert is either familiar with the Donlin Gold project or properly credentialed to perform such analysis.

·   It is not possible to verify whether JCAP’s unidentified pipeline expert either agreed with their assessment or is properly credentialed to perform such an analysis.

·   The Mackenzie Pipeline is not an appropriate comparison to the Donlin Gold pipeline and JCAP’s measurements relying on this assumption are fundamentally flawed.

·   See response to 36–39 below.

·   There are a number of key differences in terms of location, scale, design, and construction requirements between the Mackenzie and Donlin Gold proposed pipelines that can, and would, substantially affect cost. None of these are considered in detail in JCAP’s analysis.

·   Mackenzie utilized high pressure and heavy wall pipe compared with standard pressure and standard wall pipe for Donlin as per American Petroleum Institute (API) specification 5L, and thicker in areas of geohazards.

·   Logistics were more difficult in connection with the Mackenzie pipeline. The costs of moving a 30-inch heavy wall pipe compared with a 14-inch standard wall pipe are not linear. Cost increases are significant with increased diameter and weight of pipe.

·   More than 25% of the Mackenzie route is above the Arctic Circle and it is almost entirely underlain by continuous or extensive discontinuous cold permafrost terrain, compared with sub-Arctic conditions and only about 10% warm permafrost for Donlin.

·   Mackenzie was a chilled gas pipeline, while Donlin Gold is an ambient temperature pipeline requiring no chillers. The Mackenzie route had colder permafrost that is harder and more expensive to trench. Select backfill must be mined, processed, and imported for permafrost. This is a significant additional cost for Mackenzie, which is larger pipe and had much more permafrost. Cathodic protection in permafrost requires zinc anode in ditch versus impressed current in non-permafrost.

·   The Mackenzie pipeline construction estimated work in three winters with no significant summer pipeline construction work. The Donlin Gold schedule alternates summer and winter construction for better utilization of resources.

·   See response to 30 above on cost estimates.

·   JCAP’s source is an Interstate Natural Gas Association of America (INGAA) study of North America Midstream Infrastructure through 2035.

·   The 82% figure relied on by JCAP is misleading, as the 2012 line U.S. average ($143,000) is more heavily weighted by lower cost regions, as the mean (not weighted average) value shown is $236,000 (65% higher than the weighted average). JCAP misleadingly avoided using escalation multiples from other years with multiples lower than 2012 (for example, 2017).

·   This means that there was a greater length and/or diameter of pipelines built in this period in the lower cost regions, driving the weighted average cost down.

·   In the 2020 line, the U.S. average value of $261k includes perceived escalated values from all regions. The mean from the values shown is $326k (25% higher than weighted average), so the weighted average is still influenced more by lower cost regions, but not to the same extent as the 2012 line.

·   The project-specific estimates and continued reviews that NOVAGOLD has applied to Donlin Gold development costs are more reliable than the broad industry-wide benchmarking and theoretical escalation to which the JCAP Report cites.

·   See response to 5–6 above.

·   Approximately 25% of the terrain that the pipeline would cover is rugged mountainous terrain. More than half is comprised of lowlands or rolling terrain.

·   The frozen terrain will facilitate work for the pipeline in certain areas, specifically work in the Cook Inlet region and other lowland areas, which will be conducted during the winter months to avoid issues with the terrain and equipment.

·   All of this is well documented on a mile-by-mile basis in the Donlin Gold Pipeline Plan of Development prepared by SRK based on CH2M Hill’s design work.

·   Michael Baker International, an experienced pipeline company in Alaska and other northern climates, has also supported the design work in the area with mountainous terrain, which has the most permafrost, for the Pipeline and Hazardous Materials Safety Administration (PHMSA) Special Permit that was issued in 2018. The Special Permit provides for the use of Strain-based Design that is specifically tailored to facilitate pipeline construction and operations in permafrost conditions.

·   About 7, not 300, stream crossings are proposed for horizontal directional drilling.

·   The balance of the stream crossings generally only require open cut methods.

·   No drilling equipment is required to “bore a hole under the stream” for these other 293 crossings

·   Donlin Gold estimates a 2 to 3 year pipe installation schedule within a 3 to 4 year overall project schedule for construction which would include infrastructure build out, pipe installation and ROW stabilization, rehabilitation and reclamation work concurrent and immediately following pipe installation all of which would be time dependent on actual receipt of permits and authorization to proceed with construction of the pipeline.

·   The FSU2 capital cost estimate was developed in accordance with Association for the Advancement of Cost Engineering Class 3 requirements.

·   The EY Report to which JCAP cites states that 31% of projects during the reported timeframe delivered in line with their cost.

·   As mines can experience cost overruns, the Company actively collects and considers data and other relevant information derived from such other projects in order to minimize the potential for cost overruns in the development of the Donlin Gold project.

·   The EY Report cites assets from a sample project group unrelated to Donlin Gold.

·   The report cites “enablers” for preventing cost and schedule overruns, including flagging of emerging risks, adequate cost and time contingencies, and scenario planning. The studies and planning supporting the Donlin Gold cost estimates are consistent with the “enablers” cited in the report.

·   JCAP’s analysis on the plausibility of barging diesel is faulty because it is based on the presumption that Donlin Gold would only use diesel fuel.

·   The project has always envisioned barging diesel, along with other materials and equipment, to the site.

·   This mine can be built without a gas pipeline.

·   The current plan is to use natural gas as fuel for the power plant with the option of diesel as an emergency backup in the event of an interruption to the gas supply. Barging of diesel for mining equipment is in the current plan. With an increase in barge tows, a larger quantity of diesel could be transported by river.

·   See response to 50 above.

·   The JCAP Report misleadingly relies on the planned number of barge trips from FSU2 but assumes that the plant would use 100% diesel. If the plant needed to be operated entirely on diesel, the barge capacity could be increased.

·   See response to 50 above.

·   See response to 50 above.

·   There has been no narrative change. The Company’s message has been consistent all along.

·   See response to 49–50 above.

·   NOVAGOLD and Barrick have always considered different options to bring power to the Donlin site.

·   Bringing power to the site is not a “problem,” let alone a “fundamental” one.

·   In addition to being prudent, the National Environmental Protection Act (NEPA) and Environmental Impact Statement (EIS) process required Donlin Gold to consider, and it has considered, a wide array of alternative development options for fuel sources and power generation, including renewable sources and coal.

·   See response to 61 above.

·   NOVAGOLD and Barrick determined that a transmission line from the grid was not a feasible energy source and did not include planning for a transmission line in FSU2. NEPA also required that Donlin Gold consider alternative energy sources as part of the permitting process.

·   See response to 61 above.

·   See response to 61 above.

·   It is misleading and inappropriate to quote the statement of a former Company CEO made 11 years ago regarding the source of on-site power supply which was made prior to the publication of the FSU2.

·   JCAP’s statement is incorrect. Management is not stalling for time. It repeatedly stated that there is no rush to advance towards construction when the partners are not fully ready for it.

·   See response to 21 above.

·   Ownership of the Donlin Gold asset has changed several times since the 1990s, and new studies of areas of opportunity have been conducted. JCAP does not identify the study to which it is referring, and, in any event, the results of a study conducted nearly three decades ago under different ownership and management do not reflect the Company’s current development plans or the current market, engineering, commercial, and environmental conditions affecting the project.

·   From 2012 to 2017, exploratory drilling was inadvisable while the project was undergoing NEPA review and Federal permitting.

·   Donlin Gold conducted a limited, focused drilling campaign in 2017 to gather additional geochemical and structural data from targeted portions of the defined ACMA and Lewis deposit areas to support ongoing optimization work.

·   NOVAGOLD’s current focus is confirming recent modeling concepts to proceed with development. In-fill drilling that it conducts in pursuit of that goal does not speak to the Company’s view on the viability of other potential targets.

·   See response to 13 above.

Given the enormous technical complexity of constructing the pipeline and the impossibility of barging enough oil to power the project, management likely knows that the project isn’t feasible, which is why executives are evasive when analysts attempt to pin them down on timing for further development.

·      Management has always been clear and direct with the facts, which are publicly-known.

·    See response to 3, 5–6 above.

Comments by Thomas Kaplan:

“My sense is that the moment will come in a not dissimilar way to the way that Justice Potter Stewart when answered the question, “How do you define pornography? I can’t define it, but I know it when I see it.” April 2, 2020.

“[W]e’ve always said that the time to build Donlin [is] extrinsic of the studies that are being done and optimizations and drilling and the partner is all being ready to go, extrinsic of that.” April 2, 2020.

“You know our strategy is not to make any wine before its time. A wise man once told me that these kinds of assets are rarer than hens’ teeth.” October 3, 2018.

This would trouble us less if the story hadn’t continually changed for 15 years.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   Current management has been completely transparent as to the strategy since 2012. It stands by that strategy.

·   NOVAGOLD’s disclosures to the public accurately reflect the data and information the Company has acquired. Company management remains committed to the Donlin Gold project and to the extensive technical work completed by well-qualified firms retained by NOVAGOLD in connection with the project.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   Current management has been completely transparent as to the strategy since 2012. It stands by that strategy.

·   JCAP’s chart of accusations about management is misleading and distorts the facts. Specifically, it attributes all quotes to NOVAGOLD’s “CEO,” without distinguishing between previous management and current management.

·   JCAP’s chart cites to estimates provided before the completion of the FSU2.

Chart 5: Management Claims

“We start construction at Donlin Creek in 2008.” – CEO Mar, 2 2006.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   JCAP’s chart of management claims is misleading and distorts the fact. Specifically, it attributes all quotes to NOVAGOLD’s “CEO,” without distinguishing between previous management and current management.

·   Since the Donlin Creek LLC was formed in late 2007, NOVAGOLD and Barrick have been working closely to review the optimal project scale and power configuration. Under the direction of the Donlin Creek LLC management team, a variety of studies designed to consider the optimal mill throughput and power configuration, in light of the expanding resource base are now underway and it is NOVAGOLD and Barrick’s joint objective to identify a development plan which will maximize the project’s value while at the same time designing it to minimize the time required for environmental permitting.

Chart 5: Management Claims

“construction targeted for 2012.” – 6K Sep 30, 2008

Chart 5: Management Claims

“Looking at it sort of 2013 for construction and then Donlin probably a year or two later.” – CEO Jul 19, 2010

Chart 5: Management Claims

“It’s been over 20 years to get Donlin to a point where it’s at now, which is on the cusp of a construction decision.” – CEO May 15, 2017

·   There is no “shape shifting.” Management has been consistent in its reliance on the extensive engineering and technical work conducted to plan for the Donlin Gold project, which is documented in FSU2.

·   See response to 90–106 below.

·   The spinout of NovaCopper generated value for NOVAGOLD shareholders.

·   Since its formation, NovaCopper has progressed both of its projects, Arctic and Bornite, supported State permitting of an important road to the region designed to facilitate project development, and secured a partnership arrangement with South 32, one of the largest and most respected mining companies in the world.

·   Trilogy Metals, formerly known as NovaCopper, has a market cap of approximately C$370 million.

·   It is inaccurate and misleading to suggest that the Trilogy Metals stock “slumped” since the spin out because the Trilogy Metals stock did not exist prior to that.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   See response to 96–105 below.

·   The references here are regarding the book value, but book value of the Galore Creek asset is not relevant. The substantial funds generated by the sale of Galore Creek provided NOVAGOLD with significant capital to advance the Donlin Gold project, accruing significant additional value to shareholders.

·   The likelihood or not of a construction decision on Galore Creek, which would be one of the largest copper producers in Canada, is better to be addressed by Teck and Newmont.

·   For accounting purposes, contingent assets require a high level of certainty to be recognized. The contingent note will be recognized when, in management’s judgment, it is probable that the payment will occur, and that the amount recorded will not reverse in future periods.

·   The Galore Creek Mining Corporation announced that “due to the COVID-19 pandemic and the resulting economic uncertainties faced by the mining industry, expenditures on the Galore Creek project have been reduced in 2020, deferring the start of the planned Prefeasibility Study.”

·   The Galore Creek Feasibility Study estimates were impacted by large, unpredictable industry and market conditions changing over a period of 15 years that affected the amount of capital required to complete the project.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   See response to 100 above.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   See response to 100 above.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   See response to 100 above.

·   It is false and misleading to conflate two eras of management over the past fifteen years into one. The present management team has been leading NOVAGOLD for the past eight years.

·   See response to 100 above.

·   AMEC did not produce the October 2006 Galore Creek Feasibility Study upon which the construction decision was based.

·   The Galore Creek feasibility study is representative of a point in time. The ultimate change in estimated capital was impacted by large and unpredicted industry and market trends. Company management is unaware of any current information suggesting that similar trends or market changes will impact the estimated cost to develop the Donlin Gold project.

·   In April 2007, NOVAGOLD retained AMEC to review the October 2006 Galore Creek Feasibility Study. The review covered the entire project with a focus on construction of the mine facilities and tailings and water management structures. By mid-October 2007, AMEC’s preliminary work indicated it expected capital costs would be significantly higher than originally estimated, at which time the owners of Galore Creek commenced a project strategy review, involving seven engineering teams, to assess the AMEC work.

·   Since publishing the FSU2, management has consistently reported initial capital costs of $6.7 billion—the amount documented in and supported by the FSU2. Other costs, including sustaining capital, are likewise well-documented and consistent.

·   The FSU2 capital cost estimate was developed in accordance with Association for the Advancement of Cost Engineering Class 3 requirements.

·   Initial capital requirement as per the FSU2 is $6.7 billion.

·   The $8 billion figure referenced by JCAP in FSU2 includes operating costs as required under U.S. Generally Accepted Accounting Principles (US GAAP). It is noted in FSU2 to reconcile the accounting treatment of mine stripping costs incurred in the production phase of a mine between US GAAP and International Financial Reporting Standards (IFRS). Under IFRS, these costs can be capitalized and reported as sustaining capital. Capitalization of these costs is not allowed under US GAAP and are expensed as operating costs. In either case, the expenditures are not initial capital and there is no impact on the timing of project cash flows or net present value.

·   The FSU2 capital cost estimate was developed in accordance with Association for the Advancement of Cost Engineering Class 3 requirements.

·   Initial capital requirement as per the FSU2 is $6.7 billion.

·   The $8 billion figure referenced by JCAP in FSU2 includes operating costs as required under U.S. Generally Accepted Accounting Principles (US GAAP). It is noted in FSU2 to reconcile the accounting treatment of mine stripping costs incurred in the production phase of a mine between US GAAP and International Financial Reporting Standards (IFRS). Under IFRS, these costs can be capitalized and reported as sustaining capital. Capitalization of these costs is not allowed under US GAAP and are expensed as operating costs. In either case, the expenditures are not initial capital and there is no impact on the timing of project cash flows or net present value.

·   The FSU2 capital cost estimate was developed in accordance with Association for the Advancement of Cost Engineering Class 3 requirements.

·   Initial capital requirement as per the FSU2 is $6.7 billion.

·   The $8 billion figure referenced by JCAP in FSU2 includes operating costs as required under U.S. Generally Accepted Accounting Principles (US GAAP). It is noted in FSU2 to reconcile the accounting treatment of mine stripping costs incurred in the production phase of a mine between US GAAP and International Financial Reporting Standards (IFRS). Under IFRS, these costs can be capitalized and reported as sustaining capital. Capitalization of these costs is not allowed under US GAAP and are expensed as operating costs. In either case, the expenditures are not initial capital and there is no impact on the timing of project cash flows or net present value.

·   The FSU2 capital cost estimate was developed in accordance with Association for the Advancement of Cost Engineering Class 3 requirements.

·   Initial capital requirement as per the FSU2 is $6.7 billion.

·   The $8 billion figure referenced by JCAP in FSU2 includes operating costs as required under U.S. Generally Accepted Accounting Principles (US GAAP). It is noted in FSU2 to reconcile the accounting treatment of mine stripping costs incurred in the production phase of a mine between US GAAP and International Financial Reporting Standards (IFRS). Under IFRS, these costs can be capitalized and reported as sustaining capital. Capitalization of these costs is not allowed under US GAAP and are expensed as operating costs. In either case, the expenditures are not initial capital and there is no impact on the timing of project cash flows or net present value.

.

·      NOVAGOLD’s management continues to work diligently to plan the development of the Donlin Gold project and produce value for its shareholders.

·   See response to 114-120 below.

·   Compensation of NOVAGOLD management is established by the Compensation Committee of the Board and is duly approved by the entire Board. It is regularly measured against levels of compensation of management of a carefully selected peer group of companies.

·   It is not true to say that there has been limited progress in the last 5 years. The absence of active construction does not mean that significant progress toward the development of the project has not been made during this time. Over this time, the Company has completed federal permitting, including the Environmental Impact Statement and joint Corps of Engineers and BLM Record of Decision, advanced continued optimization efforts and conducted additional research to support a new feasibility study—prudent steps before commencing construction.

·   See responses to 2, 22 above.

·   JCAP’s statement concerning insider selling improperly conflates the sales of shares by insiders with the exercise of options by insiders.

·   See response to 22 above.

·   See response to 22 above.

·   BHP and RIO are not considered peers as they are not in the gold mining business

·   According to publicly-available information through Canada’s System for Electronic Disclosure by Insiders (“SEDI”) database, NOVAGOLD’s Vice President and CFO, David Ottewell has steadily increased his shareholdings from 35,000 common shares to 617,000 shares during his tenure. He has surpassed his NOVAGOLD shareholding requirement (of two times his annual salary) 4.8 times over as of November 2019 (the multiple is higher now as his shareholdings have increased and share price has increased). Publicly-filed Form 4 documents show that any stock sales that have been made were part of a stock option exercise transaction, and each time Mr. Ottewell has exercised stock option (which only have value if the share price increases from the date it was granted), the number of shares held has remained the same and not decreased.

·   According to publicly-available information through Canada’s SEDI database, Greg Lang’s NOVAGOLD shareholdings have steadily increased from 116,000 common shares to 1.83 million shares during his tenure. Mr. Lang has surpassed his NOVAGOLD shareholding requirement (of three times his annual salary) five times over as of November 2019 (the multiple is higher now as his shareholdings have increased and share price has increased). Publicly-filed Form 4 documents show that any stock sales that have been made were part of a stock option exercise transaction, and each time Mr. Lang has exercised stock options (which only have value if the share price increases from the date it was granted) the number of shares held has remained the same or increased, not decreased.

·   See response to 22 above.

·   Table 4 purporting to document insider share sales is inaccurate. David Deisley—identified as a “Director”—retired more than a year ago and never served as a director.

·   None of the other identified individuals have sold shares of the company in the most recent 12 months other than in connection with a stock option exercise, which does not result in a net decrease in shares owned.

·   Optimization work is the prudent approach for any mining company looking at development of a mine. Given the extensive studies and engineering completed to date, the in-fill drilling data from the 2017 and 2020 drilling program currently underway, will lead to a more robust undertaking based on solid technical information as we continue to advance Donlin Gold.

·   See response to 3, 23 above.

·   The drilling referenced by JCAP’s statement is not being conducted to find “a deposit.” A large gold deposit has already been defined as per the Donlin Gold FSU2 and as determined by past drilling and modeling. The current drilling is being conducted to additional geochemical and structural data from targeted portions of the defined ACMA and Lewis deposit areas to support ongoing optimization work.

·   The latest 2020 in-fill drilling program (which means it is in the ACMA and Lewis deposit) is being done to confirm recent geologic modeling concepts, as well as enhance certain portions of the deposit, notably where there exists limited drilling (and thus limited modeled gold grades).

·   See response to 13 above.

·   See response to 13 above.

·   See response to 22 above.

·   Management does not compensate itself.

·   Compensation of NOVAGOLD management is established by the Compensation Committee of the Board and is duly approved by the entire Board. It is regularly measured against levels of compensation of management of a carefully selected peer group of companies.

·   The two issues are not related. If Management thought that it was prudent to drill 80 holes, it would have.

·   The two issues are not related. If Management thought that it was prudent to conduct a new feasibility study into a downsized mine capacity, it would have.

·   Management does not compensate itself.

·   Compensation of NOVAGOLD management is established by the Compensation Committee of the Board and is duly approved by the entire Board. It is regularly measured against levels of compensation of management of a carefully selected peer group of companies.

·   The two issues are unrelated. If Management thought that it was prudent to conduct a new feasibility study into a downsized mine capacity, it would have.

·   The JCAP report omits that the FSU2 report discloses that this concern was addressed in model post-processing.

·   Seabridge is not a mine, it is a development mining company. The report likely intends to refer to KSM, which is a mining development project.

·   KSM is a polymetallic deposit containing copper, gold, and silver and is not a comparable project. Its revenue will depend on the price of metals not considered in the Donlin Gold valuation.

·   JCAP does not provide any sources or references for the assets listed.

·   JCAP quotes Net Present Value (NPV) without stating a discount rate.

·   No comment

·   JCAP quotes Net Present Value (NPV) without stating a discount rate.

·   The Cascabel project is different in terms of development stage, scale, and jurisdiction. It is not an appropriate point of comparison.

·   No comment.

·   No comment.

·   No comment.

·   NOVAGOLD is valued on many parameters having to do with it being “a Tier 1 asset in a Tier 1 jurisdiction with a proven management team.

·   JCAP’s recommendation is founded only on distortions and references to anonymous sources. It is contrary to years of well-documented expert research.