Shareholders
of Copper Canyon Resources Limited ( Copper Canyon or the Company ) (TSX-V:CPY) have received
an unsolicited takeover bid circular issued by NovaGold
Resources Ltd. ( NovaGold ) whereby NovaGold has offered to acquire all of the shares of Copper
Canyon for an effective price of approximately $0.60 per share (the NovaGold
Bid ).
Under
the terms of the NovaGold Bid, the common
shares of Copper Canyon (the Common
Shares ) would be exchanged for common shares of NovaGold
( NovaGold Shares ) on the basis of 0.0425 of a
NovaGold Common Share for each one Common
Share, representing an effective purchase price of approximately $0.60
per Common Share, based upon the closing price of the Common Shares and
the NovaGold Shares on the TSX Venture Exchange
( TSX-V ) and the Toronto Stock Exchange ( TSX ), respectively, on
December 17, 2010.
Since
the announcement of NovaGold s intention to
make the offer on December 20, 2010, Copper Canyon has consistently
traded well above the Offer price.
Copper
Canyon s principal asset is its 40% joint-venture interest in the Copper
Canyon copper-gold-silver property that is adjacent to the Galore Creek
project, owned equally by NovaGold and Teck Resources Ltd. In June, 2010, Copper Canyon
received an NI 43-101 compliant report from R. J. Morris, P.Geo. related to the Copper
Canyon deposit. The Morris report has been filed on SEDAR and can be
viewed in its entirety on the Copper Canyon website. Copper Canyon also
holds a 100% interest in the Abo
gold project located near
Harrison, B.C.
In
response to the Takeover Bid, the Board of Directors has established a
committee of independent directors (the Special Committee ) comprised of
Ronald Netolitzky (Chair), David Johnston and
Neil MacDonald. Fraser Milner Casgrain LLP. has been retained as Special Legal Counsel and Primary
Capital Inc. ( PCI ) has been retained as Financial Advisor. PCI is a
privately owned exempt market dealer based in Toronto, Canada
specializing in financing and advising early-stage public companies
requiring development capital for growth (www.primarycapital.ca).
Work
is now underway by the Copper Canyon Board to prepare a response in the
form of a Director s Circular. This document will be issued no later than
February 2, 2011 and will include an opinion from the Company s Financial
Advisor and a formal recommendation whether to accept or reject the NovaGold Bid from the Copper Canyon Board.
Discussions
with Copper Canyon s shareholders, which together with insiders control a
substantial percentage of Copper Canyons fully diluted shares, have
indicated strong support for Copper Canyon s management and a belief in
the long-term value of the Company s assets.
The Directors Circular, when it becomes
available, will be mailed to shareholders and filed with the Canadian
provincial securities regulators on SEDAR at www.sedar.com. The Directors Circular may also be
obtained for free, once it has been mailed, on Copper Canyon s website or
by directing a request to Copper Canyon s corporate secretary at Suite
200, 44-12th Avenue S., Cranbrook, British
Columbia, Canada V1C 2R7, telephone (250) 426-0749.
The Copper Canyon Board recommends that shareholders take no
action in respect of the NovaGold Bid pending
completion of the Special Committee s review and the issuance of the Directors Circular.
About Copper Canyon
Copper
Canyon Resources 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 to reorganize the company s
mineral property assets in an effort to maximize shareholder value. Under
the terms of the arrangement, three of Eagle Plain s projects: Copper
Canyon, Severance and Abo (Harrison) Gold, were
transferred into Copper Canyon.
On
behalf of the Board of Directors
Signed
Tim J. Termuende
President and CEO
For further information,
please contact Mike Labach at
1 866 HUNT ORE (486 8673)
Email: mgl@copcanyon.com or visit our
website at http://www.copcanyon.com
Cautionary
Note Regarding Forward-Looking Statements
The TSX
Venture Exchange has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release. This news release may contain
forward-looking statements including but not limited to comments
regarding the timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral recovery
processes, etc. Forward-looking statements address future events and
conditions and therefore, involve inherent risks and uncertainties.
Actual results may differ materially from those currently anticipated in
such statements.
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