NovaGold
Responds to Copper Canyon Press Release
February 25, 2011 -
Vancouver, British Columbia - NovaGold Resources Inc. (NYSE-AMEX: NG, TSX: NG) is issuing
this press release in response to the press release of Copper Canyon Resources
Ltd. ("Copper Canyon”) issued on February 24, 2011. As previously
announced, NovaGold has extended to March 8, 2011 its offer for all of the
outstanding shares of Copper Canyon. NovaGold's offer, which is on the basis of
0.0425 of a NovaGold common share for each Copper Canyon common share,
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 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. In addition to this premium, the offer provides
certain other benefits to Copper Canyon shareholders as outlined in NovaGold's
offer and take-over bid circular dated January 18, 2011.
Right of First Refusal
In its press release, Copper
Canyon suggests that its right of first refusal with respect to the Copper
Canyon property may have been triggered as a result of arrangements between
NovaGold and the Galore Creek Partnership. NovaGold denies that this right has
been triggered or that it is in breach of any obligations to Copper Canyon with
respect to the Copper Canyon property. NovaGold will vigorously defend any
action commenced by Copper Canyon with respect to this matter. NovaGold notes
that, although not legally required to do so, it has now provided to Copper
Canyon's solicitors the Galore Creek Partnership document requested by them.
Shareholder Rights Plan
NovaGold intends to pursue
its application to cease trade Copper Canyon's shareholder rights plan (the
"Plan”). The British Columbia Securities Commission is scheduled to hear
this application on March 4, 2011. It is a condition of the offer that the Plan
be waived, invalidated or cease traded prior to the expiry of the offer.
NovaGold believes that Copper Canyon shareholders should be given the
opportunity to decide for themselves whether they wish to accept NovaGold's
offer.
Other
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
www.sedar.com and with the SEC at the SEC's website at www.sec.gov. The offer
and take-over bid circular and other documents may also be obtained for free,
from NovaGold's website at www.novagold.net or by directing a request to
NovaGold's Director, Communications and Investor Relations, Suite 2300, 200
Granville Street, Vancouver, British Columbia V6C 1S4, telephone 604-669-6227,
or by contacting the Information Agent, Laurel Hill Advisory Group, toll free
at 1-877-304-0211.
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.
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
www.novagold.net or by emailing info@novagold.net.
NovaGold Contacts
Rhylin Bailie
Director, Communications & Investor Relations
Elaine
Sanders
Chief Financial Officer
604-669-6227
or 1-866-669-6227
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 acquisition of 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 purchase of Copper Canyon in
accordance with the terms and conditions of the proposed offer; the accuracy of
management's assessment of the effects of the successful completion of the
offer; the timing and prospects for shareholder acceptance of an offer and the
implementation thereof; the satisfaction of any conditions to an offer;
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 Teck Resources 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.