NOVAGOLD RESOURCES INC. (TSX:NG)(NYSE MKT:NG) today announced its
plans to modify the quorum provisions of the proposed articles to
continue the Company under the Business Corporations Act (British
Columbia) from under the Companies Act (Nova Scotia) following
approval of the Continuance Resolution at the Company's Annual and
Special Meeting of Shareholders to be held on May 29, 2013 at 3:00
pm (Pacific Time).
Upon further review of the proposed articles, NOVAGOLD became
aware that the quorum requirements for shareholders and board
meetings in the proposed articles may not be consistent with
Canadian best governance practices. Accordingly, the Company is
revising the proposed articles to be placed before its shareholders
to provide that a quorum for shareholders meetings will be two
persons representing at least 25% of the issued shares entitled to
be voted at the meeting and that a quorum for the transaction of
business by the directors is at least half of the number of
directors. A copy of the revised proposed articles will be filed by
the Company on SEDAR and EDGAR.
About NOVAGOLD
NOVAGOLD is a well-financed precious metals company engaged in
the exploration and development of mineral properties in North
America. Its flagship asset is the 50%-owned Donlin Gold project in
Alaska, one of the safest jurisdictions in the world. With a total
of approximately 34 million ounces(1) of gold in the Proven and
Probable reserve categories (505 million tonnes at an average grade
of approximately 2.1 grams per tonne), Donlin Gold is regarded to
be one of the largest, and most prospective known gold deposits in
the world. According to the updated Feasibility Study (as defined
below), once in production, Donlin Gold should average
approximately 1.5 million ounces of gold per year for the first
five years, followed by decades of more than one million ounces of
gold per year on a 100% basis. The Donlin Gold project has
substantial exploration potential beyond the designed footprint
which currently covers only three kilometers of an approximately
eight-kilometer strike length of the property. Permitting is
underway for the Donlin Gold project, a clearly defined process
expected to take approximately 3 years. NOVAGOLD also owns 50% of
the Galore Creek copper-gold-silver project located in northern
British Columbia. According to the 2011 Pre-Feasibility Study,
Galore Creek is expected to be the largest copper mine in Canada, a
tier-one jurisdiction, when it is put into production. NOVAGOLD is
currently evaluating opportunities to sell all or a portion of its
interest in Galore Creek and would apply the proceeds toward the
development of Donlin Gold. NOVAGOLD has a strong track record of
forging collaborative partnerships, both with local communities and
with major mining companies.
(1) Proven and Probable reserves of 0.57 million ounces and
33.28 million ounces respectively (504.8 million tonnes at an
average grade of approximately 2.09 grams per tonne) which are
included in Measured and Indicated resources of 0.63 million ounces
and 38.38 million ounces respectively (541 million tonnes at an
average grade of approximately 2.2 grams per tonne). See the
Feasibility Study for further information.
Scientific and Technical Information
Scientific and technical information contained herein with
respect to Donlin Gold is derived from the "Donlin Creek Gold
Project Alaska, USA NI 43-101 Technical Report on Second Updated
Feasibility Study" dated November 18, 2011 compiled by AMEC (the
"Feasibility Study"). Kirk Hanson, P.E., Technical Director, Open
Pit Mining, North America, (AMEC, Reno), Gordon Seibel, R.M. SME,
Principal Geologist, (AMEC, Reno), Tony Lipiec, P.Eng. Manager
Process Engineering (AMEC, Vancouver) are the Qualified Persons
responsible for the preparation of the Feasibility Study, each of
whom are independent "qualified persons" as defined by NI
43-101.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-looking
information" and "forward-looking statements" (collectively
"forward-looking statements") within the meaning of applicable
securities legislation, including the United States Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical fact, included herein including,
without limitation, the timing of permitting and potential
development of Donlin Gold, statements relating to NOVAGOLD's
future operating and financial performance, outlook, and the
potential sale of all or part of NOVAGOLD's interest in Galore
Creek are forward-looking statements. Forward-looking statements
are frequently, but not always, identified by words such as
"expects", "anticipates", "believes", "intends", "estimates",
"potential", "possible", and similar expressions, or statements
that events, conditions, or results "will", "may", "could", or
"should" occur or be achieved. These forward-looking statements may
include statements regarding perceived merit of properties;
exploration results and budgets; mineral reserves and resource
estimates; work programs; capital expenditures; timelines;
strategic plans; completion of transactions; market prices for
precious and base metals; intended use of proceeds; or other
statements that are not statements of fact. 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 the 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 Barrick Gold Corporation
and Teck Resources Limited for the continued exploration and
development of the Donlin Gold and Galore Creek properties; 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, which could include
significant increases in estimated capital and operating costs;
fluctuations in metal prices and currency exchange rates; and other
risk and uncertainties disclosed in NOVAGOLD's Annual Information
Form for the year-ended November 30, 2012, 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, except as required by law.
Cautionary Note to United States Investors
This press release has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which
differ from the requirements of U.S. securities laws. Unless
otherwise indicated, all resource and reserve estimates included in
this press release have been prepared in accordance with National
Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI
43-101") and the Canadian Institute of Mining, Metallurgy, and
Petroleum Definition Standards on Mineral Resources and Mineral
Reserves. NI 43-101 is a rule developed by the Canadian Securities
Administrators which establishes standards for all public
disclosure an issuer makes of scientific and technical information
concerning mineral projects. Canadian standards, including NI
43-101, differ significantly from the requirements of the United
States Securities and Exchange Commission ("SEC"), and resource and
reserve information contained herein may not be comparable to
similar information disclosed by U.S. companies. In particular, and
without limiting the generality of the foregoing, the term
"resource" does not equate to the term "reserves". Under U.S.
standards, mineralization may not be classified as a "reserve"
unless the determination has been made that the mineralization
could be economically and legally produced or extracted at the time
the reserve determination is made.
The SEC's disclosure standards normally do not permit the
inclusion of information concerning "measured mineral resources",
"indicated mineral resources" or "inferred mineral resources" or
other descriptions of the amount of mineralization in mineral
deposits that do not constitute "reserves" by U.S. standards in
documents filed with the SEC. Investors are cautioned not to assume
that any part or all of mineral deposits in these categories will
ever be converted into reserves. U.S. investors should also
understand that "inferred mineral resources" have a great amount of
uncertainty as to their existence and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or
any part of an "inferred mineral resource" will ever be upgraded to
a higher category. Under Canadian rules, estimated "inferred
mineral resources" may not form the basis of feasibility or
pre-feasibility studies except in rare cases. Investors are
cautioned not to assume that all or any part of an "inferred
mineral resource" exists or is economically or legally mineable.
Disclosure of "contained ounces" in a resource is permitted
disclosure under Canadian regulations; however, the SEC normally
only permits issuers to report mineralization that does not
constitute "reserves" by SEC standards as in-place tonnage and
grade without reference to unit measures. The requirements of NI
43-101 for identification of "reserves" are also not the same as
those of the SEC, and reserves reported by NOVAGOLD in compliance
with NI 43-101 may not qualify as "reserves" under SEC standards.
Accordingly, information concerning mineral deposits set forth
herein may not be comparable with information made public by
companies that report in accordance with U.S. standards.
Contacts: NOVAGOLD RESOURCES INC. Melanie Hennessey Vice
President, Corporate Communications 604-669-6227 or 1-866-669-6227
NOVAGOLD RESOURCES INC. Erin O'Toole Analyst, Investor Relations
604-669-6227 or 1-866-669-6227
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