NovaGold Mails Offer to Copper Canyon Shareholders
posted on
Jan 18, 2011 03:22PM
•Donlin Gold, NovaGold's flagship project, successfully passed feasibility and has emerged as perhaps the most important gold development asset in the world today;
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 18, 2011) -
NovaGold Resources Inc. (TSX:NG)(NYSE Amex:NG) today announced that NovaGold has filed its formal offer to acquire all of the outstanding shares of Copper Canyon Resources Ltd. (TSX VENTURE: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conditions that are customary for a transaction of this nature, and (ii) there being validly deposited under, and not withdrawn from, the offer at its expiry time that number of common shares which, constitutes at least 66 2/3% of the then outstanding common shares of Copper Canyon on a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
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
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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 http://www.novagold.net/">www.novagold.net or by emailing info@novagold.net.