NovaGold Resources Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
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Exhibit 99.1
NYSE-AMEX, TSX Symbol: NG
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News Release
NovaGold Announces Bought Deal Increased to
US$332.5 Million
February 2, 2012 - Vancouver, British Columbia – NovaGold
Resources Inc. (NYSE-AMEX, TSX: NG) ("NovaGold" or the “Company”)
today announced that, in response to strong investor demand, it has entered into
an agreement to increase the size of its previously announced bought deal equity
offering of approximately US$250.8 million (26,400,000 Common Shares) to
approximately US$332.5 million (35,000,000 Common Shares) at a price of US$9.50
per share. The offering is being led by RBC Capital Markets and J.P. Morgan
Securities LLC.
The offering will result in gross proceeds to NovaGold of
US$332.5 million. The offering is expected to close on or about February 7,
2012. NovaGold has granted the underwriters an over-allotment option to purchase
up to an additional 5,250,000 Common Shares at the same price, exercisable in
whole or in part at any time for 30 days following closing of the offering.
The Company intends to use the net proceeds of this offering to
fund permitting and continued development at the Donlin Gold project, to fund
care and maintenance activities and continued exploration and advanced
engineering studies at the Galore Creek project prior to any sale of the
Company’s interest in the project, to fund the spin-out of NovaCopper which
includes continued exploration of the Ambler project, to fund the closure
activities at Rock Creek Mine including increases to reclamation bonding
required to the end of closures and for general corporate purposes and for
general working capital.
The Common Shares will be offered to the public in Canada and
the United States through the underwriters or their affiliates and will be
issued by way of a prospectus supplement that will be filed with securities
regulatory authorities in Canada and the United States under NovaGold’s short
form base shelf prospectus which was previously filed with securities regulatory
authorities in Canada and in the United States under the multi-jurisdictional
disclosure system.
This news release does not constitute an offer to sell or the
solicitation of any offer to buy nor will there be any sale of these securities
in any province, state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such province, state or jurisdiction.
Closing will be subject to customary closing conditions,
including listing of the Common Shares on the TSX and NYSE-AMEX and any required
approvals of the TSX.
A copy of the short form base shelf prospectus and the
prospectus supplement relating to the offering may be obtained, when it becomes
available, from RBC Capital Markets in Canada, Attention: Distribution Centre,
277 Front St. W., 5th Floor, Toronto, Ontario M5V 2X4 (fax: 416-313-6066); or in
the United States from RBC Capital Markets Corporation, Attention: Prospectus
Department, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098
(fax: 212-428-6260); or from J.P. Morgan Securities LLC c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (tel. 631-254-1735).
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About NovaGold
NovaGold is a precious metals company engaged in the
exploration and development of mineral properties primarily in Alaska, U.S.A.
and British Columbia, Canada. The Company is focused on advancing its flagship
property, Donlin Gold and offers superior leverage to gold with one of
the largest reserve/resource bases of any junior or mid-tier gold exploration
company. The Company is also committed to maximizing the value of its non-core
assets, including its interest in the Galore Creek copper-gold-silver project.
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 Gold Project in Alaska, one of the
world’s largest known undeveloped gold deposits, is held by a limited liability
company owned equally by wholly-owned subsidiaries of NovaGold and Barrick Gold
Corporation. The Galore Creek Project in British Columbia, a large
copper-gold-silver deposit, is held by a partnership owned equally by
wholly-owned subsidiaries of NovaGold and Teck Resources Limited. NovaGold,
through its wholly-owned subsidiary, NovaCopper Inc., 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.
NovaGold Contact
Elaine Sanders
Vice President & CFO
elaine.sanders@novagold.net
Neil MacRae
Director, Investor Relations
neil.macrae@novagold.net
604-669-6227 or 1-866-669-6227
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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, statements relating to NovaGold’s future operating and
financial performance 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, 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, except as required by law.