March 31, 2011 ? Cranbrook,
British Columbia - Copper Canyon Resources Ltd. (TSX-V: CPY)
(?Copper Canyon?) and NovaGold Resources Inc.
(?NovaGold?) announced on March 7, 2011 that
they had 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).
Canyon is pleased to announce that on March 18, 2011 it entered into a
definitive arrangement agreement with NovaGold
and that it is in the process of preparing an information circular
relating to the Arrangement. Copper Canyon currently anticipates that the
information circular will be mailed to its security holders in mid-April
and that a special meeting of security holders to consider the
Arrangement will be held on or before May 23, 2011. Subject to obtaining
security holder and court approvals, it is expected that the Arrangement
will be completed prior to the end of May.
directors and senior officers of Copper Canyon and several large
independent shareholders have also entered into voting support agreements
with NovaGold under which they have agreed,
subject to the terms and conditions contained therein, to vote an
aggregate of 8,703,762 common shares and 3,800,000 stock options of
Copper Canyon held or controlled by them in favor of the Arrangement.
This represents approximately 16.5% of the outstanding common shares of
Copper Canyon (approximately 21.8% on a fully diluted basis).
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 Arrangement is fair and in the best interests of
Copper Canyon and its shareholders and unanimously recommends that Copper
Canyon security holders vote in favor of the Arrangement. Primary Capital
Inc., financial advisor to the special committee, has provided a fairness
opinion to the Copper Canyon board to the effect that, as of the date of
such opinion, the offered consideration is fair, from a financial point
of view, to the Copper Canyon shareholders.
About Copper Canyon
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.
information, please contact Mike Labach at
1 866 HUNT ORE (486 8673)
Email: firstname.lastname@example.org or visit our
website at http://www.copcanyon.com
Note Regarding Forward-Looking Statements
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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