NovaGold Mails Offer to Copper Canyon Shareholders
January 18, 2011 - Vancouver, British Columbia -
NovaGold Resources Inc. (NYSE-AMEX: NG, TSX:
NG) today announced that NovaGold has filed its formal offer to acquire all of
the outstanding shares of Copper Canyon Resources Ltd. (TSX-V: CPY)
("Copper Canyon¡±) with Canadian securities regulators and a
registration statement with the U.S. Securities and Exchange Commission and has
commenced the mailing of its offer and related documents to Copper Canyon shareholders.
Pursuant to the offer, Copper Canyon shareholders will
receive 0.0425 of a NovaGold common share for every common share of Copper
Canyon. The offer will be open for acceptance until 5:00 pm (Eastern time) on
February 23, 2011. The offer is subject to certain conditions, including,
without limitation (i) that the Copper Canyon shareholder rights plan be
waived, invalidated or cease traded, as well as other conditions that are
customary for a transaction of this nature, and (ii) there being validly
deposited under, and not withdrawn from, the offer at its expiry time that
number of common shares which, constitutes at least 66¨ø% of the then
outstanding common shares of Copper Canyon on a fully-diluted basis. Full
details of the terms and conditions of the offer are set out in the formal
offer and take-over bid circular.
The offer represents a premium of approximately 41.8%,
based on the closing prices of NovaGold's and Copper Canyon's shares on the TSX
and TSX-V, respectively, on December 17, 2010, and a premium of approximately
33.4% based on the 20-day volume weighted average prices of both companies on
the TSX and TSX-V on December 17, 2010.
This press release does not constitute an offer to buy
or an invitation to sell, or the solicitation of an offer to buy or invitation
to sell, any of the securities of NovaGold or Copper Canyon. Such an offer may
only be made pursuant to an offer and take-over bid circular filed with the
securities regulatory authorities in Canada.
NovaGold has also filed with the U.S. Securities and
Exchange Commission ("SEC¡±) a Registration Statement, which includes
the offer and take-over bid circular and prospectus relating to its offer to
Copper Canyon shareholders. NOVAGOLD URGES INVESTORS AND SECURITY HOLDERS TO
READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE OVER BID CIRCULAR AND ANY
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY
AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a
free copy of the offer and take-over bid circular and other documents filed by
NovaGold with the Canadian securities regulators at www.sedar.com and with the
SEC at the SEC's website at www.sec.gov. The offer and take-over bid circular
and other documents may also be obtained for free, from NovaGold's website at
www.novagold.net or by directing a request to NovaGold's Director,
Communications and Investor Relations, Suite 2300, 200 Granville Street,
Vancouver, British Columbia V6C 1S4, telephone (604) 669-6227 or by contacting
the Information Agent, Laurel Hill Advisory Group, toll free at 1-877-304-0211.
NovaGold's financial adviser is TD Securities Inc. Its
legal advisors are Blake, Cassels &
Graydon LLP in Canada and Dorsey & Whitney LLP in the United States.
How to Tender
Copper Canyon shareholders wishing to accept the
NovaGold offer are encouraged to act as soon as possible and tender their
shares by completing the letter of transmittal accompanying the documents
mailed to them and returning it together with certificates representing their
Copper Canyon shares and all other documents to the offices of Computershare
Investor Services Inc., the depositary for the offer, in Toronto, Ontario in
accordance with the instructions in the letter of transmittal. If Copper Canyon
shares are held by a broker or other financial intermediary, Copper Canyon
shareholders should contact such intermediary and instruct it to tender their
Copper Canyon shares.
The offer is open for acceptance until 5:00 pm (Eastern time) on
February 23, 2011.
# # #
About NovaGold
NovaGold is a precious metals company engaged in the
exploration and development of mineral properties in Alaska, U.S.A. and British
Columbia, Canada. The Company is focused on advancing its two core properties,
Donlin Creek and Galore Creek, with the objective of becoming a low-cost
million-ounce-a-year gold producer, and offers superior leverage to gold with
one of the largest reserve/resource bases of any junior or mid-tier gold
company. 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 Creek project in
Alaska, one of the world's largest undeveloped gold deposits, is held by a
limited liability company owned equally by NovaGold and Barrick Gold U.S. Inc.
The Galore Creek project in British Columbia, a large copper-gold-silver
deposit, is held by a partnership owned equally by NovaGold and Teck Resources
Limited. NovaGold 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. More information is available at www.novagold.net or by emailing
info@novagold.net.
NovaGold Contacts
Rhylin Bailie
Director, Communications & Investor Relations
Elaine Sanders
Interim Chief Financial Officer
604-669-6227 or 1-866-669-6227
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain
"forward-looking statements¡± within the meaning of the United States
Private Securities Litigation Reform Act of 1995. All statements, other than
statements of historical fact, included herein including, without limitation,
plans for and intentions with respect to the acquisition of Copper Canyon, are
forward-looking statements. 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 uncertainty as to the completion of the purchase of Copper Canyon in
accordance with the terms and conditions of the proposed offer; the accuracy of
management's assessment of the effects of the successful completion of the
offer; the timing and prospects for shareholder acceptance of an offer and the
implementation thereof; the satisfaction of any conditions to an offer;
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 Teck Resources in the exploration and development of
the Galore Creek property; 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;
fluctuations in metal prices and currency exchange rates; the outcome of
litigation pending against the company; and other risk and uncertainties
disclosed in NovaGold's Annual Information Form for the year ended November 30,
2009, 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.