NovaGold Extends Share Offer to Acquire Copper Canyon and Intends to
posted on
Feb 23, 2011 10:40AM
Galore Creek property contains one of the world’s largest undeveloped copper & gold resources.
Make an Application to Cease Trade Shareholder Rights Plan
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 23, 2011) - NovaGold Resources Inc. (TSX:NG)(NYSE Amex:NG) announced today that it has extended its offer to acquire all of the issued and outstanding common shares of Copper Canyon Resources Ltd. (TSX VENTURE:CPY) ("Copper Canyon") until 5:00 pm (Eastern time) on March 8, 2011. Copper Canyon shareholders who tender to the offer will receive 0.0425 of a NovaGold share. All offer conditions remain unchanged.
NovaGold further advised that it will be making an application to the British Columbia Securities Commission ("BCSC") requesting that the BCSC promptly hold a hearing to consider cease trading the Shareholder Rights Plan approved by Copper Canyon and the Rights issued thereunder. It is a condition of the offer that the Shareholder Rights Plan be waived, invalidated or cease traded prior to the expiry of the offer.
NovaGold's 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, the last trading day prior to NovaGold's announcement of its intention to make an offer for Copper Canyon, 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 ending 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 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 advisor 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. If you require assistance tendering your shares, please contact NovaGold's Information Agent, Laurel Hill Advisory Group, toll free at 1-877-304-0211 (416-304-0211 collect) or by email at assistance@laurelhill.com.
The offer is open for acceptance until 5:00 pm (Eastern time) on March 8, 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
FOR FURTHER INFORMATION PLEASE CONTACT: Rhylin Bailie
NovaGold Resources Inc.
Director, Communications & Investor Relations
604-669-6227 or 1-866-669-6227
ORElaine Sanders
NovaGold Resources Inc.
Chief Financial Officer
604-669-6227 or 1-866-669-6227
info@novagold.net
http://www.novagold.net/">www.novagold.net