Chart usGOLD   Chart usSILVER  
 
Food for thought
It is difficult for a man to understand something when his job depends on him not understanding it
.  
Search for :
LATEST NEWS  :
MINING STOCKS  :
Subscribe
Write Us
Add to Google
Search on Ebay :
PRECIOUS METALS (US $)
Gold 1359.60-27.44
Silver 22.25-0.41
Platinum 1451.52-31.48
Palladium 735.25-1.25
WORLD MARKETS
DOWJONES 15354120
NASDAQ 349934
NIKKEI 15138101
ASX 516016
CAC 40 400122
DAX 839828
HUI 246-10
XAU 97-3
CURRENCIES (€)
AUS $ 1.3162
CAN $ 1.3193
US $ 1.2827
GBP (£) 0.8461
Sw Fr 1.2479
YEN 132.4800
CURRENCIES ($)
AUS $ 1.0284
CAN $ 1.0279
Euro 0.7796
GBP (£) 0.6594
Sw Fr 0.9728
YEN 103.1300
RATIOS & INDEXES
Gold / Silver61.11
Gold / Oil14.16
Dowjones / Gold11.29
COMMODITIES
Copper 3.300.01
WTI Oil 96.020.86
Nat. Gas 4.060.13
Market Indices
Metal Prices
RSS
Precious Metals
Graph Generator
Statistics by Country
Statistics by Metals
Advertise on 24hGold
Projects on Google Earth
In the same category 
( 0 vote, 0/5 ) Print article
     
Tweet

NovaGold and Copper Canyon Agree to Plan of Arrangement Transaction

March 7, 2011 - Vancouver, British Columbia - NovaGold Resources Inc. (NYSE-AMEX: NG, TSX: NG) ("NovaGold”) and Copper Canyon Resources Ltd. (TSX-V: CPY) ("Copper Canyon”) announced today that they have entered into a binding letter agreement providing for NovaGold to acquire all of the outstanding common shares of Copper Canyon by way of a plan of arrangement (the "Arrangement”) under the Business Corporations Act (Alberta).

Under the Arrangement, Copper Canyon shareholders will receive common shares of NovaGold on the basis of 0.0735 of a NovaGold common share for each common share of Copper Canyon, plus one common share of a newly incorporated company ("SpinCo”) for every four Copper Canyon common shares. SpinCo will hold substantially all of Copper Canyon's assets other than certain cash and Copper Canyon's 40% joint venture interest in the Copper Canyon copper-gold-silver property.

The NovaGold share consideration being offered represents an effective purchase price of C$1.05 per Copper Canyon common share based on the 20-day volume-weighted average price of NovaGold common shares on the Toronto Stock Exchange ("TSX”) for the period ending March 4, 2011. The NovaGold share consideration being offered represents a 28.7% premium to the 20-day volume-weighted average price of Copper Canyon common shares on the TSX Venture Exchange ("TSX-V”) ending March 4, 2011 and a 150.0% premium based on the closing price of the Copper Canyon common shares on the TSX-V on December 17, 2010, the last trading day prior to NovaGold's announcement of its intention to make an offer for Copper Canyon.

The boards of directors of both NovaGold and Copper Canyon have unanimously approved the transaction. The board of directors of Copper Canyon, acting on the recommendation of its special committee of independent directors, after consultation with Copper Canyon's financial and legal advisors, has determined that the transaction is fair and in the best interests of Copper Canyon and its shareholders. Primary Capital Inc. has provided a fairness opinion to the Copper Canyon board advising that the transaction is fair, from a financial perspective, to the Copper Canyon shareholders other than NovaGold. Copper Canyon's board of directors unanimously recommends that Copper Canyon shareholders vote in favor of the proposed Arrangement.

"We are pleased to have reached agreement with Copper Canyon on a proposed transaction,” said Rick Van Nieuwenhuyse, President and CEO of NovaGold. "We believe the acquisition of Copper Canyon shares in accordance with the Arrangement will benefit the shareholders of both NovaGold and Copper Canyon.”

Tim Termuende, Copper Canyon's President and CEO, commented: "We are very pleased with the outcome of our negotiations with NovaGold. In addition, the creation of a new exploration company gives Copper Canyon shareholders the ability to participate in additional growth opportunities during a robust bull market commodities cycle.”

Summary of the Transaction

While the letter agreement is binding, it contemplates the execution of definitive agreements and the completion of the Arrangement is subject to various other conditions, including approval of Copper Canyon securityholders, approval of the Arrangement by the Alberta court, regulatory approvals including the approval of the TSX and TSX-V and customary closing conditions for a transaction of this nature. NovaGold has agreed to allow its offer to Copper Canyon shareholders dated January 18, 2011 to expire, and both NovaGold and Copper Canyon have agreed to withdraw their respective applications to the British Columbia Securities Commission ("BCSC”) and cancel the BCSC hearing scheduled for March 10, 2011. Under the terms of the letter agreement, Copper Canyon has agreed to hold in abeyance its Notice of Civil Claim against NovaGold and NovaGold Canada Inc. filed March 1, 2011 in the British Columbia Supreme Court and has agreed to dismiss the Notice of Civil Claim upon completion of the Arrangement or in the event the Arrangement Agreement is terminated in certain circumstances.

Under the terms of the letter agreement, Copper Canyon has also agreed that it will not solicit or otherwise participate in any discussions regarding any merger or other business combination or sale of its common shares or material assets until a definitive agreement has been entered into or the letter agreement is terminated in accordance with its terms. NovaGold and Copper Canyon have agreed to work diligently and in good faith to sign definitive agreements as soon as is practicable.

The definitive agreements will contain customary representations, warranties and covenants for transactions of this type, but will not provide for a due diligence review of Copper Canyon by NovaGold. The Arrangement Agreement will provide for a C$2,000,000 break fee which would be payable by Copper Canyon to NovaGold in certain customary events such as withdrawal by the Copper Canyon board of directors of support for the Arrangement, if the Copper Canyon board of directors accepts or recommends an alternative transaction, if Copper Canyon enters into an alternative transaction within 12 months of termination of the Arrangement, if Copper Canyon breaches certain non-solicitation covenants or if Copper Canyon fails to timely convene a securityholders' meeting to consider the Arrangement. Each of the directors and officers of Copper Canyon have entered into, or are expected to enter into, voting support agreements with NovaGold under which they will agree to vote in favor of the Arrangement. In addition, Copper Canyon has agreed to use commercially reasonable efforts to have certain shareholders enter into voting support agreements.

SpinCo and Related Transactions

Upon entering into the definitive agreements, NovaGold will make available to Copper Canyon a loan of up to C$0.5 million (the "NovaGold Loan”) to be advanced to Copper Canyon to pay for operating expenses (but not for transaction expenses).

At the effective time of the Arrangement, Copper Canyon will transfer to SpinCo substantially all of Copper Canyon's assets other than certain cash and its 40% interest in the Copper Canyon property. This includes its interests in the Harrison Lake (Abo) Gold Property, the Severance Project and the Kiwi Project (collectively, the "Transferred Exploration Properties”) as well as all share positions in other companies held by Copper Canyon, including 50,000 common shares of NovaGold and any other related information, data and contracts. SpinCo will assume the associated liabilities of the Transferred Exploration Properties as well as the outstanding balance under the NovaGold Loan.

At or immediately prior to the effective time of the Arrangement, NovaGold will subscribe for common shares of Copper Canyon, for an aggregate subscription price of C$2.5 million less the outstanding balance of the NovaGold Loan. This cash amount will be transferred by Copper Canyon to SpinCo. Immediately following the effective time, NovaGold will own, directly or indirectly, 9.9% of the issued and outstanding shares of SpinCo.

Full details of the transaction will be included in an information circular to be mailed to Copper Canyon shareholders in accordance with applicable securities laws. The transaction is expected to close in May 2011.

Advisors and Counsel

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. Copper Canyon's financial advisor is Primary Capital Inc. McLeod & Company acted as counsel, and Fraser Milner Casgrain LLP acted as special counsel to Copper Canyon.

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. NovaGold 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
VP & Chief Financial Officer

604-669-6227 or 1-866-669-6227

About Copper Canyon

Copper Canyon was created by way of a plan of arrangement on June 9, 2006. Shareholders of Eagle Plains Resources Ltd. (TSX-V: EPL) approved the plan of arrangement to reorganize the company's mineral property assets in an effort to maximize shareholder value. Under the terms of the plan of arrangement, three of Eagle Plain's projects: Copper Canyon, Severance and Abo ( Harrison) Gold, were transferred into Copper Canyon.

Copper Canyon Contact

Mike Labach
Investor Relations Manager

1-866 HUNT ORE (486-8673)

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 business combination with 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 business combination with Copper Canyon in accordance with the terms and conditions of the definitive agreements; the accuracy of management's assessment of the effects of the successful completion of the Arrangement; the timing and prospects for Copper Canyon shareholder acceptance of the Arrangement and the implementation thereof; the satisfaction of any conditions to an Arrangement; 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 NovaGold 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, 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.

info@novagold.net    Toll free: 1-866-669-6227    www.novagold.net

Tweet

NovaGold Resources Inc

PRODUCER
CODE : NG.TO
ISIN : CA 66987E2069
Follow and Invest
Add to watch list Add to your portfolio Add or edit a note
Email Alert Add to Watchlist Add to Portfolio Add Note
ProfileMarket
Indicators
VALUE :
Projects & res.
Press
releases
Annual
report
RISK :
Asset profile
Contact Cpy
Your feedback is appreciated, please leave a comment or rate this article.
Rate : Average note :0 (0 vote) View Top rated
 
In the News and Medias of NovaGold Resources Inc
11/19/2010Novagold Resources
9/2/2010John Paulson Files Activist 13D on NovaGold Resources
3/14/2010Paulson, Soros hedge funds complete NovaGold investment
1/4/2010Novagold Resources: The Trend Continues Higher (NG)
10/15/2009Despite C$51.4m loss, NovaGold consider Rock Creek start-up
7/16/2009NovaGold: loss reduced, needs finance for big gold projects
4/30/2009Donlin Creek gold project will cost $4.5bn to build
12/22/2008NovaGold gets extension to repay bridge loan
8/8/2008NovaGold hit by class action lawsuit over Galore Creek coppe...
6/27/2008Investing Like Buffett: Why NovaGold is a Buy
1/17/2008Teck Cominco Committed to Advance Galore Creek
8/26/2007Building Galore Creek
5/24/2007Teck Cominco to form JV to develop Galore Creek copper-gold ...
8/9/2006Follow up N° 15
Annual reports of NovaGold Resources Inc
2011 Annual Report
2007 Annual Report
Financings of NovaGold Resources Inc
12/8/2009Files Preliminary Base Shelf Prospectus for Future Financing...
9/23/2008TSX Listed Warrants to Expire October 1, 2008
Nominations of NovaGold Resources Inc
3/28/2013Appoints Richard Williams as Vice President Engineering and ...
11/13/2012Gil Leathley to Retire As Chief Operating Officer of NOVAGOL...
9/19/2012David Ottewell Appointed Vice President and Chief Financial ...
4/18/2012Greg Lang and Sharon Dowdall Join the Board of Directors of ...
3/29/2012Anthony Walsh joins the Board of Directors of NovaGold
3/12/2012Appoints Melanie Hennessey as Vice President, Corporate Comm...
2/18/2011Appoints Elaine Sanders as Chief Financial Officer
9/1/2010Appoints Gerry McConnell as Chairman of the Board
7/8/2010Appoints Marc Faber and Igor Levental to Its Board
1/5/2010Appoints Senior Advisor to President and Reports on Progress...
5/29/2008 Appoints New Director to Board
Financials of NovaGold Resources Inc
10/11/2012Announces Third Quarter 2012 Financial Results and Permittin...
7/12/2012Announces Second Quarter 2012 Results and Provides Update on...
4/12/2012Announces First Quarter 2012 Results: On Track to Becoming a...
2/23/2012Year-End Financial Results
2/3/2012Announces Fourth Quarter and Year End Results Conference Cal...
10/14/2011Third Quarter Financial Results and Projects update
10/6/2011Third Quarter 2011 Financial Results and Webcast
2/23/2011Year-end Financial Results and Projects update
10/14/2010Third Quarter Financial Results and Projects update
7/13/2010Second Quarter Financial Results and Projects update
4/13/2010Year-End Financial Results and Projects update
2/11/2010Year-End Financial Results and Project Update
7/15/2009Second Quarter Financial Results
4/15/2009First Quarter Financial Results and Project update
2/23/2009Year-End Financial Results and Project Update
10/16/2008 NovaGold Third Quarter Financial Results and Projectupdate
7/14/2008Second Quarter Financial Results and Projects update
4/16/2007First Quarter Financial Results and Project Update
Project news of NovaGold Resources Inc
3/5/2012(Galore Creek)Reports Significant New Drill Results at Galore Creek
1/12/2012(Donlin Creek)Files Donlin Gold Feasibility Study Technical Report
12/14/2011(Ambler)Drilling in Ambler District Continues to Yield High-Grade In...
11/14/2011(Ambler)Reports Important Drill Results at the Bornite Deposit on It...
10/26/2011(Ambler)Highlights Commercial Terms of the Ambler Agreement
10/22/2011(Ambler)and NANA Sign Cooperative and Long-Term Agreement
9/12/2011(Galore Creek)Files Galore Creek Prefeasibility Study Technical Report
9/7/2011(Donlin Creek)Reports Preliminary Capital Costs for Its Donlin Gold Projec...
7/28/2011(Galore Creek)Highlights the Value and Potential of its Copper Assets
7/28/2011(Galore Creek)Announces Prefeasibility Study Results for Galore Creek Proj...
7/22/2011(San Roque)Reports Drill Results at San Roque Project in Argentina
6/23/2011(Galore Creek)Reports Progress on Galore Creek Prefeasibility Study
5/26/2011(Ambler)Files Preliminary Economic Assessment for Ambler Project
4/14/2011(Ambler)Completes Preliminary Economic Assessment for Ambler Project
3/14/2011(Nome Gold)Sells Placer Gold Claims
10/19/2010(Rock Creek (nome))NovaGold to sell Rock Creek project, may also divest Ambler
5/5/2010(Donlin Creek)Donlin Creek LLC Initiates Feasibility Revision for Natural ...
4/20/2010(Galore Creek)Announces Pre-Feasibility Study Underway at Galore Creek Pro...
3/22/2010(Donlin Creek)Donlin Creek Gold Reserves Increased by 4.3 Million Ounces
3/5/2010(Donlin Creek)Donlin Creek LLC Negotiates Amendments to Lease Agreement
12/22/2009(Ambler)Agrees to Purchase Ambler Copper-Zinc-Gold-Silver Project
4/28/2009(Donlin Creek)Donlin Creek Feasibility Study Adds 14.7 Mozs to NovaGold’s ...
3/3/2009(Donlin Creek)Receives Thayer Lindsley Mining Industry Award for Donlin Cr...
11/24/2008(Rock Creek)Provides update on Financial Outlook and Rock Creek Pro...
9/30/2008(Donlin Creek)Provides update on Donlin Creek Gold Project in Alaska
9/19/2008(Nome Gold)Starts Gold Production at Rock Creek Mine in Nome, Alaska
9/2/2008(Ambler) Sells Ambler Project and Early Stage Base Metal Properties
6/10/2008Announces Feasibility Study in Q1-2009 for Donlin Creek Proj...
9/20/2006(Donlin Creek)2006 Technical report
Corporate news of NovaGold Resources Inc
5/10/2013Announces Modification of Proposed Articles to Be Filed on C...
5/2/2013Significantly Reduces its Convertible Debt and Maintains a S...
5/2/2013Significantly Reduces its Convertible Debt and Maintains a S...
4/24/2013SAVE THE DATE: NOVAGOLD 2013 Annual and Special Meeting of S...
4/10/2013Announces First Quarter 2013 Financial Results and Completio...
4/2/2013Issues Notification of Put Option to Holders of its Converti...
3/21/2013SAVE THE DATE: NOVAGOLD First Quarter 2013 Results Release, ...
2/25/2013(Galore Creek)Reports Discovery of 700-Meter Legacy Zone at Galore Creek D...
2/12/2013Achieves Multiple Significant Milestones in 2012; Permitting...
1/24/2013SAVE THE DATE: NOVAGOLD Fourth Quarter 2012 Results Release,...
1/2/2013Receives $46 Million From Warrant Exercise
1/2/2013Receives $46 Million From Warrant Exercise
1/2/2013Receives $46 Million From Warrant Exercise
11/1/2012Completes Divestiture of Rock Creek Project in Alaska
9/26/2012Announces Third Quarter 2012 Conference Call and Webcast
6/28/2012Announces Second Quarter 2012 Conference Call and Webcast
5/15/2012Provides 2012 Annual and Special Meeting of Shareholders Con...
4/5/2012Announces First Quarter 2012 Conference Call and Webcast
2/17/2012Announces Amended Conference Call Details For its Fourth Qua...
2/1/2012Announces US$250.8 Million Bought Deal Public Offering of Co...
12/16/2011Files Replacement Preliminary Base Shelf Prospectus
12/5/2011Passes Key Milestone on Path to Becoming Premier North Ameri...
11/17/2011Announces Major Changes to Its Organization
9/9/2011(Donlin Creek)Strongly Endorses Barrick’s Comments on the Donlin Gold Proj...
7/13/2011Second Quarter Financial Results and Projects Update
5/25/2011Publishes First Integrated Report and Hosts Interactive AGM ...
5/22/2011and Copper Canyon Complete Plan of Arrangement
4/13/2011First Quarter Financial Results and Projects Update
3/13/2011and Copper Canyon Agree to Plan of Arranagement Transaction
3/3/2011to Vigorously Defend Copper Canyon Lawsuit, Provides update ...
2/26/2011Responds to Copper Canyon Press Release
2/23/2011Extends Share Offer to Acquire Copper Canyon and Intends to ...
1/18/2011Novagold Mails Offer to Copper Canyon Shareholders
12/20/2010Announces Intention to Make Takeover Offer for Copper Canyon...
12/6/2010Launches Social Media Presence and New Website
8/4/2010CEO Effects Share Transactions
5/27/2010Publishes First Sustainability Report
4/2/2010Announces Departure of Senior Officer
3/18/2010President’s Message & Projects update
3/17/2010Returns to S&P/TSX Indices
3/9/2010Announces Completion of US$100 Million Financing
3/8/2010Announces Additional US$75 Million Financing
3/5/2010Announces US$100 Million Financing
2/18/2010Files Annual Information Report
2/16/2010Reaches Agreement on Terms of Litigation Settlement
1/11/2010Completes Ambler Purchase
11/18/2009at Knight Metals & Mining conference and San Francisco Hard ...
10/23/2009Update on NovaGold Litigation
2/13/2009and Teck Amend Funding Arrangement on Galore Creek Project
1/26/2009Closes Balance of US$75 Million Financing and Bridge Loan Co...
1/22/2009Closes US$69 Million of US$75 Million Financing
1/15/2009Electrum Financing Obtains Competition Act Approval
1/13/2009Clarifies Reason for TSX De-listing Review
1/2/2009Announces US$60 Million Financing with Electrum Strategic Re...
1/7/2009Announces Increase in Financing to US$75 million
12/19/2008Reaches Agreement to Extend Maturity Date on Rock Creek Brid...
12/17/2008Provides update on Corporate Activities
11/25/2008Announces Resignation of a Director
9/26/2008Closes US$20 Million Bridge Loan Convertible at C$12/share
8/8/2008Lawsuit Filed Against NovaGold and Certain of Its Officers
8/1/2008 to Sell NovaGreenPower for $40 Million
7/25/2008Hosts Quarterly Call and Webcast Today
7/22/2008 Mourns Death of Long-time Director
7/16/2008Quarterly Call Rescheduled to July 24
3/29/2007Exercises Option to Purchase Mining Claims at Galore Creek
2/26/2007Reports Further Results from 2006 Drill Campaign at Donlin C...
2/23/2007Receives Galore Creek Project Environmental Certificate Appr...
11/5/2006holder with 10 pct to reject Barrick bid
Comment this article
You must be logged in to comment an article8000 characters max.
 
Sign in
User : Password : Login
Sign In Forgot password?
 
Latest comment posted for this article
Be the first to comment
Add your comment
TORONTO (NG.TO)AMEX (NG)
2.18-3.54%2.13-3.18%
TORONTO
CA$ 2.18
05/17 16:00 -0.080
-3.54%
Prev close Open
2.26 2.23
Low High
2.18 2.27
Year l/h YTD var.
2.18 -  4.87 -54.30%
52 week l/h 52 week var.
2.18 -  6.76 -61.14%
Volume 1 month var.
126,328 -11.38%
24hGold TrendPower© : -44
Produces Gold
Develops Copper - Gold
Explores for Copper - Gold - Lead - Silver - Zinc
 
 
 
Analyse
Interactive chart Add to compare
Interactive
chart
Print Compare Export
You must be logged in to use the porfolio and watchlists (free)
TOP NEWSRELEASES
Annual variation
DateVariationHighLow
2013-64.20%
2012-32.03%9.723.66
2011-37.95%9.9910.31
2010151.13%9.8811.36
2009248.48%7.171.59
 
5 years chart
 
3 months chart
 
3 months volume chart
 
 
Get Investor Information
High Desert Gold
Select
& click