NOVAGOLD RESOURCES INC - M&A Activity 2011

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Filed by NovaGold Resources Inc.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed under the Securities Exchange Act of
1934
Subject Company: Copper Canyon Resources Ltd.
Commission File No.: 333-171742

SOLICITING DEALER INFORMATION MEMORANDUM

This memorandum is confidential and for the use of Soliciting Dealer Group members only. The contents are not to be reproduced or distributed to the public or the press or in the United States. Securities legislation in all provinces prohibits such distribution. This memorandum should be read in conjunction with the Offer and Circular dated January 18, 2011 and the related Letter of Transmittal and Notice of Guaranteed Delivery, which are deemed to be incorporated by reference herein. The information contained herein, while obtained from public sources which the Dealer Manager believes to be reliable, is not guaranteed by the Dealer Manager as to its accuracy or completeness. This memorandum is for information purposes only and does not constitute an offer to sell or a solicitation to buy securities referred to herein. Capitalized terms not otherwise defined herein have the meaning ascribed thereto in the Offer and Circular. NovaGold Resources Inc. is referred to herein as NovaGold. Copper Canyon Resources Ltd. is referred to herein as Copper Canyon.

Not for Public Distribution January 18, 2011

NovaGold Resources Inc. Offer to Purchase all of the outstanding common shares of Copper Canyon Resources Ltd. on the basis of 0.0425 of a NovaGold Share for each Copper Canyon Share

| E XPIRY
OF THE OFFER |
| --- |
| The Offer will be open for acceptance until 5:00 pm
(Eastern Time) on February 23, 2011, unless the Offer is extended or
withdrawn by NovaGold. |

| D EALER
MANAGER FOR THE OFFER | |
| --- | --- |
| TD Securities Inc. | |
| Deian Kutev: (604) 654-5477 | Kathleen Lor: (416) 982-2567 |

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| SUMMARY
OF THE OFFER | | |
| --- | --- | --- |
| The following is a summary of certain provisions
of the Offer and Circular and is qualified entirely by the detailed
provisions therein. | | |
| OFFER: | The Offeror is offering, on the terms and subject to the
conditions of the Offer, to purchase all of the issued and outstanding
Copper Canyon Shares (other than those beneficially owned, directly or
indirectly, by NovaGold and its affiliates), including any Copper Canyon
Shares that may become issued and outstanding after the date of this Offer
but prior to the Expiry Time upon the exercise of any Copper Canyon
Options or other securities of Copper Canyon that are convertible into or
exchangeable or exercisable for Copper Canyon Shares, on the basis of
0.0425 of a NovaGold Share for each Copper Canyon Share. | |
| EXPIRY TIME: | The Offer is open for acceptance until 5:00 pm, Eastern
Time, on February 23, 2011 or until such later time and date to which the
Offeror may extend the Expiry Time of the Offer at its discretion unless
the Offer is withdrawn by the Offeror. | |
| ACCEPTANCE: | The Offer may be accepted by Copper Canyon Shareholders
by delivering certificates representing the Copper Canyon Shares that are
being deposited, together with a duly completed and signed Letter of
Transmittal, to the offices of the Depositary specified in the Letter of
Transmittal at or before the Expiry Time. The Offer will be deemed to be
accepted only if the Depositary actually has received these documents at
or before the Expiry Time. Copper Canyon Shareholders whose certificates
for Copper Canyon Shares are not immediately available may use the
procedures for guaranteed delivery set forth in the Notice of Guaranteed
Delivery. Copper Canyon Shareholders whose Copper Canyon Shares are
registered in the name of an investment dealer, stock broker, bank, trust
company or other nominee should contact that nominee for assistance if
they wish to accept the Offer. | |
| CONDITIONS: | The Offeror reserves the right to withdraw the Offer and
not take up, purchase or pay for any Copper Canyon Shares deposited under
the Offer unless all of the conditions of the Offer contained in Section 2
of the Offer, Conditions of the Offer, are satisfied or, where
permitted, waived at or prior to the Expiry Time. | |
| | These conditions include, among others, the conditions
that: | |
| | • | there being validly deposited under the Offer and not
withdrawn at the Expiry Time, Copper Canyon Shares representing not less
than 662/3% of the total outstanding Copper Canyon Shares (calculated on a
fully diluted basis); and |
| | • | the Shareholder Rights Plan being waived, invalidated or
cease traded. |
| | See Section 2 of the Offer, Conditions of the Offer,
for all of the conditions of the Offer. | |
| CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS: | Generally, Copper Canyon Shareholders resident in Canada
who hold their Copper Canyon Shares as capital property for purposes of
the Tax Act and who dispose of such shares to NovaGold under the
Offer will not realize a capital gain or a capital loss as a result of the
exchange of their Copper Canyon Shares for NovaGold Shares pursuant to the
Offer. The cost for tax purposes to shareholders of NovaGold Shares
received on the Offer will generally be equal to the adjusted cost base of
their Copper Canyon Shares that are exchanged for NovaGold Shares pursuant
to the Offer. Alternatively, such shareholders will be entitled to
recognize for Canadian federal tax purposes a capital gain or capital
loss, otherwise determined, from such exchange. Generally, Copper Canyon Shareholders not resident in
Canada for purposes of the Tax Act who hold their Copper Canyon
Shares as capital property for purposes of the Tax Act and who
dispose of such shares to NovaGold under the Offer will not realize a
capital gain or capital loss as a result of the exchange of their Copper
Canyon Shares for NovaGold Shares pursuant to the Offer. | |

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| SUMMARY
OF THE OFFER (CONTD) | |
| --- | --- |
| The following is a summary of certain provisions
of the Offer and Circular and is qualified entirely by the detailed
provisions therein. | |
| CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS (CONTD): | Alternatively, such shareholders will be entitled to recognize
for Canadian federal tax purposes a capital gain or capital loss,
otherwise determined, from such exchange. With respect to any capital gain
realized on the sale of Copper Canyon Shares to NovaGold under the Offer,
the gain will not be subject to tax pursuant to the Tax Act unless
those shares constitute taxable Canadian property (within the meaning of
the Tax Act ) to such Copper Canyon Shareholders and the gain is not
exempt pursuant to an applicable income tax treaty. |
| | The
foregoing is a brief summary of Canadian federal income tax consequences
only and is qualified by the more detailed general description of Canadian
federal income tax considerations under Certain Canadian Federal Income
Tax Considerations in Section 19 of the Circular. |
| SOLICITATION FEES: | NovaGold has agreed to pay any member of the Soliciting Dealer
Group (including the Dealer Manager) properly identified in the Letter of
Transmittal a solicitation fee of $0.01 per Copper Canyon Share deposited
by or on behalf of a beneficial owner of Copper Canyon Shares resident in
Canada and taken up and paid for by NovaGold under the Offer. A minimum
fee of $100 and a maximum fee of $1,500 will be paid in respect of any one
beneficial owner, provided that the minimum fee of $100 shall only be
payable in respect of Copper Canyon Shares deposited by a single
beneficial owner where the number of Copper Canyon Shares deposited is
equal to or greater than 10,000. For greater certainty, no solicitation
fee will be paid if the Offer is withdrawn or terminated and no Copper
Canyon Shares are taken up thereunder. Where Copper Canyon Shares
deposited and registered in a single name are beneficially owned by more
than one person, the minimum fee will be applied separately in respect of
each such beneficial owner if a Soliciting Dealer provides proof of the
beneficial ownership of Copper Canyon Shares in respect of which a fee is
claimed. |
| | NovaGold will not be required to pay a fee to more than one
Soliciting Dealer in respect of any one beneficial owner of Copper Canyon
Shares. If more than one Soliciting Dealer requests payment in respect of
any single beneficial owner, no fee will be payable by NovaGold except
upon the written direction of all such Soliciting Dealers. NovaGold will
be entitled to request evidence of beneficial ownership satisfactory to it
to assist it in the calculation of the payment of fees hereunder. No
solicitation fees will be payable with respect to Copper Canyon Shares
owned by any of the Soliciting Dealers or the Dealer Manager for its own
account or Copper Canyon Shares tendered by employees, officers and
directors, and former officers and directors of Copper Canyon and its
subsidiaries or persons related to or controlled by such persons. When a
single beneficial owner deposits Copper Canyon Shares, all such Copper
Canyon Shares shall be aggregated in determining whether the maximum
applies. |
| | Except
as set forth above, NovaGold will not pay any fees or commissions to any
stockbroker, dealer or other person for soliciting tenders of Copper
Canyon Shares pursuant to the Offer. |
| DEPOSITARY: | NovaGold has engaged Computershare Investor Services Inc. to
act as Depositary. |
| INFORMATION AGENT: | NovaGold has retained Laurel Hill Advisory Group to act as
Information Agent in connection with the Offer. |
| DEALER MANAGER: | NovaGold has engaged TD Securities Inc. to act as
Dealer Manager to solicit acceptances of the Offer. |

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OVERVIEW
NovaGold Resources Inc. (TSX: NG/NYSE-AMEX:
NG)
•	NovaGold is a precious metals company engaged in the
exploration and development of mineral properties situated principally in
Alaska and British Columbia
•	NovaGold believes it offers good leverage to gold with one of
the largest reserve/resource bases of any junior or mid-tier gold company
•	NovaGold is focused on advancing its two core properties:
	o	The
Donlin Creek project in Alaska, one of the worlds largest undeveloped
gold deposits, is held by a limited liability company owned equally by
NovaGold and Barrick Gold U.S. Inc.
	o	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 Ltd.
•	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 has an established track record of expanding deposits
through exploration success and forging collaborative partnerships, both
with local communities and with major mining companies
Copper Canyon Resources Ltd. (TSXV: CPY)
•	Copper Canyon is a junior exploration company created by way of
Plan of Arrangement with Eagle Plains Resources Ltd. on June 9, 2006
•	Copper Canyon owns or has an interest in the Copper Canyon,
Severance and Abo (Harrison) Gold properties, all of which were
transferred to Copper Canyon by Eagle Plains Resources Ltd. pursuant to
the Plan of Arrangement, as well as an interest in certain other
exploration properties
•	Copper Canyons principal asset is its 40% joint venture
interest in the Copper Canyon copper-gold-silver property
	o	A
wholly-owned subsidiary of NovaGold owns the remaining 60% joint venture
interest in the Copper Canyon property
	o	The Copper Canyon property is adjacent to the
Galore Creek project which is owned equally by NovaGold and Teck Resources
Ltd.

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| REASONS
TO ACCEPT THE OFFER | |
| --- | --- |
| x | Compelling Premium: On December 17, 2010, which is
the last trading day prior to the date on which NovaGold announced its
intention to make an offer, the closing price of Copper Canyon Shares on
the TSXV was $0.42. Based on the closing price of NovaGold Shares on the
TSX on December 17, 2010, the Offer represents a premium of approximately
41.8% over the closing price of Copper Canyon Shares on the TSXV on the
same date. Based on the volume-weighted average price of NovaGold Shares
on the TSX for the 20 trading days ended December 17, 2010, the Offer
represents a premium of approximately 33.4% over the volume-weighted
average price of Copper Canyon Shares on the TSXV for the same period.
Prior to the announcement of NovaGolds intention to make an offer for
Copper Canyon, Copper Canyons shares had not closed above the implied
Offer value of approximately $0.60 per share since November 2007 on the
TSXV. |
| | ● |
| x | Participate in Upside of Galore Creek Project: Copper Canyons principal asset is its 40% joint venture interest in
the Copper Canyon copper-gold-silver property which is adjacent to the
Galore Creek project, owned equally by NovaGold and Teck Resources Ltd.
through the Galore Creek Partnership. The Offer will permit Copper Canyon
Shareholders to more directly participate in any upside to the Galore
Creek project. Given the difficult topography, the small size and inferred
category of the known resource and the low copper grade on the Copper
Canyon property, the Copper Canyon resources are not currently and are not
anticipated to be part of the mine plan for Galore Creek. |
| x | Exposure to Other Attractive Mineral Projects: Copper Canyon Shareholders who tender to the Offer will gain exposure
to NovaGolds other world-class projects including the Donlin Creek
project in Alaska, one of the worlds largest undeveloped gold deposits,
owned equally by NovaGold and Barrick Gold U.S. Inc. NovaGold also owns a
100% interest in the high grade Ambler copper-gold-zinc-silver deposit in
northern Alaska and has other earlier-stage exploration
properties. |
| x | Greater Financial Capabilities and Liquidity: Copper Canyon Shareholders who tender to the Offer will benefit from
NovaGolds greater financial capability and the significantly greater
liquidity afforded by NovaGold Shares. The average combined
trading value of NovaGold Shares over the 20 trading days ending December
17, 2010 was $103,221,817 per day. The average trading value of Copper
Canyon Shares over the same period was $44,673 per day. |
| x | Tax-Efficient Structure: The Offer has
been structured as an all-share offer that will allow certain Copper
Canyon Shareholders who tender to the Offer to do so on a tax-efficient
basis. Canadian resident Copper Canyon Shareholders may receive NovaGold
Shares on a tax-deferred basis. |

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| H OW
SHAREHOLDERS CAN ACCEPT THE OFFER | |
| --- | --- |
| The Depositary for the Offer is: | |
| COMPUTERSHARE INVESTOR SERVICES INC. | |
| Toll Free (North America): 1-800-564-6253 | |
| Overseas: 1-514-982-7555 | |
| Email: [email protected] | |
| Website: www.computershare.com | |
| By Mail: | |
| Computershare Investor Services Inc. | |
| P.O. Box 7021, 31 Adelaide Street E. | |
| Toronto, Ontario M5C 3H2 | |
| Attention: Corporate Actions | |
| By Hand, by Courier or by Registered Mail: | |
| Vancouver | Toronto |
| Computershare
Investor Services Inc. | Computershare Investor Services Inc. |
| 510 Burrard
Street, 2nd Floor | 9th
Floor, 100 University Avenue |
| Vancouver, British
Columbia V6C 3B9 | Toronto, Ontario M5J 2Y1 |
| Attn: Corporate
Actions | Attn:
Corporate Actions |
| The Dealer Manager for the Offer is: | |
| TD SECURITIES INC. | |
| 700 West Georgia Street, Suite 1700 | |
| Vancouver, British Columbia V7Y 1B6 | |
| Telephone: 604-654-5477 | |
| The Information Agent for the Offer
is: | |
| ● | |
| QUESTIONS MAY BE DIRECTED TO
THE INFORMATION AGENT | |
| NORTH AMERICAN
TOLL-FREE 1-877-304-0211 Banks, Brokers or Collect Calls:
416-304-0211 Email:
[email protected] | |

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IMPORTANT NOTICE

This document does not constitute or form part of any offer to sell or invitation to purchase any securities or solicitation of an offer to buy any securities, pursuant to the Offer or otherwise in any jurisdiction where such offer or invitation to purchase or solicitation of an offer to buy securities would be prohibited.

This document is for information purposes and is not a substitute for the Offer and Circular. NovaGold has filed with the U.S. Securities and Exchange Commission a Registration Statement on Form F-8, which includes the Offer and Circular. Copper Canyon Shareholders are urged to read the Offer and Circular and any other materials relating to the Offer, including the registration statement on Form F-8, because they contain important information. Copies of the circular and other materials relating to the Offer can be obtained free of charge at the SEDAR website at www.sedar.com or on the EDGAR website at www.sec.gov or from Laurel Hill Advisory Group, who is acting as NovaGolds Information Agent (Toll Free 1-877-304-0211).

This document 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 NovaGolds 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 managements 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 risks and uncertainties disclosed in NovaGolds Annual Information Form for the year ended November 30, 2009, filed with the Canadian securities regulatory authorities, and NovaGolds 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. NovaGolds 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.

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NOVAGOLD RESOURCES INC M&A Activity 2011

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