NovaGold Resources Inc. (TSX:NG)(NYSE Amex:NG) today announced that it intends to make an offer to acquire all of the outstanding shares of Copper Canyon Resources Ltd. (TSX-V: CPY), a junior exploration company, on the basis of 0.0425 of a NovaGold common share for each one Copper Canyon common share.
The offer represents a 41.8% premium based on the closing price of Copper Canyon common shares and NovaGold common shares on the TSX-V and TSX, respectively, on December 17, 2010. Based on public disclosure, there are approximately 57.4 million Copper Canyon common shares outstanding on a fully diluted basis, valuing the acquisition at approximately C$34.1 million.
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 Limited. A wholly-owned subsidiary of NovaGold owns the remaining 60% joint venture interest in the Copper Canyon property.
NovaGold believes its proposed offer provides Copper Canyon shareholders several benefits in addition to an attractive premium. Copper Canyon shareholders will have continued upside exposure to the Galore Creek project and will gain exposure to a world-class portfolio of North American gold and copper-gold projects. In addition, Copper Canyon shareholders will receive shares in a larger company with much greater financial capability and significantly greater trading liquidity.
The offer will be made by way of a formal offer and takeover bid circular to be mailed to shareholders of Copper Canyon and will be subject to various conditions, including receipt of all required regulatory approvals, termination or waiver of Copper Canyon's shareholder rights plan and not less than 66 â…”% of the Copper Canyon shares being deposited under the offer and not withdrawn. Further details concerning the offer will be included in the formal offer and takeover bid circular.
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 securities of NovaGold or Copper Canyon. Such an offer may only be made pursuant to an offer and takeover bid circular filed with the securities regulatory authorities in Canada and pursuant to registration or qualification under the securities laws of any other such jurisdiction.
NovaGold intends to file with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form F-8 which will include the offer and takeover bid circular. Investors and security holders are urged to read the offer and takeover bid circular regarding the proposed transaction referred to in these documents when they become available, because they will contain important information. The offer and takeover bid circular and these other documents may also be obtained for free, once they have been mailed, on NovaGold's website. Free copies of any such documents could also be obtained by directing a request to NovaGold at Suite 2300 – 200 Granville Street, PO Box 24, Vancouver, BC, Canada V6C 1S4.
TD Securities Inc. is acting as financial advisor to NovaGold in connection with the proposed takeover offer and Blake, Cassels & Graydon LLP and Dorsey & Whitney LLP are acting as NovaGold's legal counsel.
Source: NovaGold Resources Inc.