NovaGold
to Vigorously Defend Copper Canyon Lawsuit, Provides Update on BCSC Hearing to
Cease Trade Copper Canyon Shareholder Rights Plan
March 3,
2011 - Vancouver, British Columbia - On March 1, 2011, NovaGold Resources
Inc. (NYSE-AMEX: NG, TSX: NG) ("NovaGold”) was served with a Notice of
Civil Claim filed by Copper Canyon Resources Ltd. ("Copper Canyon”) in
the British Columbia Supreme Court against NovaGold and NovaGold Canada Inc.
("NovaGold Canada”). The lawsuit filed by Copper Canyon alleges that
Copper Canyon's right of first refusal with respect to the Copper Canyon
property has been triggered as a result of arrangements between NovaGold and
the Galore Creek Partnership, and seeks specific performance of the right of
first refusal. 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 intends to vigorously defend the action commenced by Copper
Canyon.
Copper
Canyon also announced that it has applied to the British Columbia Securities
Commission ("BCSC”) seeking to cease trade NovaGold's offer to acquire
all of the outstanding Copper Canyon shares (the "Offer”). This
application will be heard together with NovaGold's application to cease trade
Copper Canyon's shareholder rights plan. NovaGold and Copper Canyon have agreed
to reschedule the hearing to March 10, 2011.
The Offer
The 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,
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. In addition to
this premium, the Offer provides certain other benefits to Copper Canyon
shareholders as outlined in the offer and take-over bid circular of NovaGold
dated January 18, 2011. It is a condition of the Offer that Copper Canyon's
shareholder rights plan be waived, invalidated or cease traded prior to the
expiry of the Offer. The Offer expires on March 8, 2011 unless extended.
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
VP & 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 risk of litigation relating to the Offer or to the Copper
Canyon property, 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.