The Board of Directors of Copper Canyon Resources Ltd. (“Copper Canyon”, or the “Company”) (TSX-V:CPY) announced today that it has unanimously recommended that Copper Canyon shareholders REJECT the hostile takeover bid launched by NovaGold Resources Inc. (“NovaGold”), on January 18, 2011 (the “NovaGold Offer”), and NOT TENDER their shares to the NovaGold Offer. The Board’s recommendation is contained in a directors’ circular (the “Directors’ Circular”) being filed and mailed to Copper Canyon shareholders today pursuant to applicable securities laws. Shareholders are urged to read the Directors’ Circular in its entirety. The Directors’ Circular has been filed on the SEDAR website at www.sedar.com.
Copper Canyon shareholders who have already tendered their shares to the NovaGold Offer are urged to WITHDRAW those Copper Canyon shares (see “How to Withdraw Copper Canyon Shares from the NovaGold Offer” below).
In reaching its conclusions, the Board carefully reviewed and considered the NovaGold Offer, with the benefit of advice from its financial and legal advisors and the recommendation of a Special Committee of Copper Canyon directors (the “Special Committee”) who are independent of Copper Canyon management. The Board received an opinion from Primary Capital Inc. (“Primary Capital”) that, as of the date of the opinion, the consideration which NovaGold has offered is inadequate from a financial point of view to Copper Canyon shareholders. The Board’s assessment of the NovaGold Offer and a discussion of the reasons for recommending that shareholders reject the NovaGold Offer are set out in the Directors’ Circular.
In the Directors’ Circular, the Board recommends rejecting NovaGold’s Offer based on a number of factors, including:
- The NovaGold Offer substantially undervalues the assets of Copper Canyon and in particular fails to recognize that the Copper Canyon Project is highly prospective and has been inadequately explored and contains significantly higher precious metal values compared to the Galore Creek Project.
- The NovaGold Offer does not reflect the significant strategic value of the Copper Canyon Project to the Offeror in terms of the development of the Galore Creek Project.
- The NovaGold Offer does not reflect the significant strategic value of Copper Canyon’s pre-emptive rights under the Joint Venture Agreement dated February 12, 2008, between Copper Canyon and NovaGold Canada Inc., a wholly-owned subsidiary of NovaGold, in connection with the Copper Canyon Project.
- The timing of the NovaGold Offer is highly opportunistic. NovaGold has made the Offer before completing an updated pre-feasibility study on the Galore Creek Project which is expected to be released in the first half of 2011. This pre-feasibility study may provide information on Copper Canyon’s strategic value to the Galore Creek Project. In addition, NovaGold has made the Offer before undertaking exploration work recommended by the technical report entitled “Resource Estimate Copper Canyon Property”, dated May 25, 2010, prepared by R.J. Morris, M.Sc., P.Geo, and requested by Copper Canyon that may further advance the development potential of the Copper Canyon Project.
- None of the Copper Canyon directors or senior officers intend to tender their Copper Canyon Shares to the NovaGold Offer. In addition, several significant shareholders of Copper Canyon have expressed in writing to management of Copper Canyon that they do not intend to tender their Copper Canyon shares to the NovaGold Offer.
- The NovaGold Offer is financially inadequate. Primary Capital has provided the Board with an opinion that, as of January 31, 2011, the consideration offered pursuant to the NovaGold Offer is inadequate from a financial point of view to Copper Canyon shareholders.
The NovaGold Offer is at a substantial discount to current and
historical Copper Canyon Share trading prices.
- Since the announcement of NovaGold's intention to make the NovaGold Offer, Copper Canyon shares have consistently traded above the NovaGold Offer price. Between December 20, 2010, the day NovaGold announced its intention to make the NovaGold Offer, and January 28, 2011, over 4.67 million Copper Canyon shares have traded in a range from $0.88 to $0.69 and at a volume weighted average trading price of $0.76 per Copper Canyon share, supporting the Board’s conclusion that the effective NovaGold Offer price of approximately $0.60 per Copper Canyon share is inadequate and does not fully reflect the intrinsic value and prospects of Copper Canyon. The closing price of the Copper Canyon shares on January 28, 2011 was $0.76. The effective NovaGold Offer price of approximately $0.60 represents a 21% discount to that price during the period.
- On November 23, 2007 (the last trading day prior to the announcement of suspension of construction at the Galore Creek Project), Copper Canyon Shares closed at a price of $1.20, with a trailing 20 day volume weighted average trading price of $1.29. At this time, gold prices were lower than $850/ounce and copper prices were lower than $3.80/lb.
- The NovaGold Offer fails to reflect any value for Copper Canyon’s other valuable assets, including the Harrison Lake Gold Property, and the Kiwi Project, and a royalty interest in the Severance Project.
- The NovaGold Offer is highly conditional.
The Directors’ Circular is available free of charge on www.sedar.com. The Directors’ Circular and these other documents may also be obtained for free 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.
How to WITHDRAW Copper Canyon Shares from the NovaGold Offer
Copper Canyon shareholders who have deposited Copper Canyon shares under the NovaGold Offer are urged to withdraw those Copper Canyon shares. Please see the Directors’ Circular for instructions with respect to withdrawing your Copper Canyon shares or, for additional information or assistance, please contact Mike Labach at 1 866 HUNT-ORE (486-8673).
Copper Canyon’s Board of Directors intends to communicate further with Copper Canyon shareholders prior to the expiry of the NovaGold Offer with respect to any material matters that should arise.
About Copper Canyon
Copper Canyon was created by Eagle Plains Resources Ltd by way of a Plan of Arrangement in June, 2006. Copper Canyon’s primary assets are a 40% interest in the Copper Canyon project adjacent to the Teck/Nova Gold Galore Creek project in north-western British Columbia. NovaGold in 2007 earned the remaining 60% interest through an option agreement. Copper Canyon also owns a 100% interest in the Harrison Lake Gold Property which contains an historical gold resource, the Kiwi Gold Project in the Yukon, and a royalty interest in the Severance Project, also in the Yukon.
On behalf of the Board of Directors
|“Tim J. Termuende”|
President and CEO
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.
Copper Canyon Resources Ltd.
Mike Labach, 1 866-HUNT-ORE (486 8673)
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