NovaGold Files Replacement Preliminary Base Shelf Prospectus
December 16, 2011 -
Vancouver, British Columbia - NovaGold Resources Inc. (NYSE-AMEX, TSX: NG), consistent with normal market practice, is moving to replace its current short form base shelf prospectus originally filed on December 30, 2009, and which
expires on January 30, 2012. As such,
it has today filed a preliminary short form base shelf prospectus with the securities commissions
in each of the provinces of Canada, except Quebec, and a corresponding registration statement
with the United States Securities and Exchange
Commission.
The shelf prospectus, when made
final, will enable the Company to make offerings of debt securities ("Debt Securities���), preferred shares and common shares ("Equity Securities���), warrants to purchase
Equity Securities and warrants to purchase
Debt Securities, share purchase contracts and share purchase or equity units (collectively,
the "Securities���) or any
combination thereof up to
an aggregate initial offering
price of US$500 million during
the 25-month period that
the final short form base shelf
prospectus remains effective. Securities may be offered
separately or together, in amounts, at prices
and on terms to be determined based on market conditions at the time of
sale and as set forth in an accompanying
shelf prospectus supplement
and, subject to applicable regulations,
may include, public offerings, at-the-market transactions, private
transactions, or strategic investments.
Each prospectus supplement will contain specific
information concerning the use of proceeds
from that sale of
Securities.
A
registration statement relating
to these Securities has been filed
with the United States Securities and Exchange
Commission but has not yet become
effective. These Securities may
not be sold nor may offers
to buy be accepted prior to the time the
registration statement becomes
effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these Securities in any state in which such offer,
solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such state.
A copy of
the preliminary short form
base shelf prospectus and any
shelf prospectus supplements
that may be filed in the future may be obtained
from the Company's Corporate Secretary by emailing info@novagold.net or directing
a request to NovaGold at Suite 2300, 200 Granville Street, Vancouver, British
Columbia, Canada, V6C 1S4, telephone 1-866-669-6227, Attn: Corporate Secretary.
About
NovaGold
NovaGold is
a precious metals company engaged in the
exploration and development of mineral
properties primarily in
Alaska, U.S.A. and British Columbia, Canada. The Company
is focused on advancing its flagship
property, Donlin Gold and
offers superior leverage to gold with one of the largest reserve/resource bases of any junior or mid-tier gold exploration company.
The Company is also committed to maximizing the value of its non-core assets, including
its interest in the Galore Creek copper-gold-silver project. NovaGold has a strong track record of expanding deposits through exploration success and forging collaborative
partnerships, both with local communities and with major mining companies. The Donlin Gold project in Alaska, one of the world's
largest known undeveloped gold deposits, is held by a limited
liability company owned equally by wholly-owned subsidiaries of NovaGold and Barrick Gold
Corporation. The Galore Creek project
in British Columbia, a large copper-gold-silver deposit, is held by a partnership
owned equally by wholly-owned subsidiaries of NovaGold and Teck Resources
Limited. NovaGold, through its wholly-owned subsidiary, NovaCopper Inc., also owns a 100% interest in the high-grade Ambler copper-zinc-gold-silver deposit in northern Alaska and has other earlier-stage exploration properties.
NovaGold trades on the TSX
and NYSE-AMEX under the symbol
NG.
NovaGold Contact
Neil
MacRae
Director, Investor
Relations
neil.macrae@novagold.net
604-669-6227 or 1-866-669-6227
# # #
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain
"forward-looking information���
and "forward-looking statements���
(collectively "forward-looking
statements���) within the meaning of applicable securities legislation, including the United
States Private Securities Litigation
Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements relating to plans for
or intentions with respect to the offering
of Securities and the Company's use of proceeds from the sale of
Securities are forward-looking statements.
Forward-looking statements
are frequently, but not always,
identified by words such as "expects���, "anticipates���, "believes���,
"intends���, "estimates���,
"potential���, "possible���,
and similar expressions, or statements
that events, conditions, or
results "will���,
"may���, "could���,
or "should��� occur or
be achieved. These forward-looking statements may include statements regarding perceived merit of properties; exploration results and budgets; mineral reserves and resource estimates; work programs; capital
expenditures; timelines; strategic plans; completion of
transactions; market prices
for precious and base metals;
or other statements that are not statements of fact. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be
accurate, and actual results and future events could differ materially
from those anticipated in such statements. Important factors that could cause actual results to differ materially from NovaGold's expectations include the uncertainties involving the need for additional financing to explore
and develop properties and availability of financing in the debt and capital markets; uncertainties involved in the interpretation of drilling results and geological tests and
the estimation of reserves and resources;
the need for continued cooperation with Barrick Gold and Teck Corporation for the continued exploration and development
of the Donlin Gold and Galore
Creek properties; the need
for cooperation of government
agencies and native groups in the development
and operation of properties;
the need to obtain permits and governmental approvals; risks of construction
and mining projects such as accidents, equipment
breakdowns, bad weather,
non-compliance with environmental and permit requirements,
unanticipated variation in geological
structures, ore grades or recovery rates; unexpected cost increases, which could include significant
increases in estimated
capital and operating costs; fluctuations in metal prices and currency exchange rates; failure
to satisfy one or more of the conditions to the Plan including failure to obtain required court, shareholder or regulatory approval for the Plan; and other risk and uncertainties disclosed in NovaGold's Annual Information Form for the year-ended November 30, 2010, filed with the Canadian securities regulatory authorities, and NovaGold's annual report on Form 40-F filed with the United States
Securities and Exchange Commission and in other NovaGold reports and documents filed
with applicable securities regulatory authorities from time to time. NovaGold's forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made. NovaGold assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other
factors, should they change, except as required by law.
info@novagold.net Toll
free: 1-866-669-6227 www.novagold.net