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NOVAGOLD
RESOURCES INC.
today notified holders
("Holders") of its outstanding 5.5% Convertible Notes due May 1, 2015
(the "Notes") that they have the option to require NOVAGOLD to
purchase for cash all or a portion of their Notes held on May 1, 2013
(the "Put Option"). The Put Option can be exercised commencing today
and expiring at 5:00 pm, Eastern Time, on May 1, 2013. NOVAGOLD will
purchase of all of the Notes surrendered at a price equal to 100% of
the principal amount. With approximately US$300 million in cash and
cash equivalents at February 28, 2013, NOVAGOLD has a strong balance
sheet and more than sufficient cash resources to repay the entire
amount of US$95 million of the Notes outstanding as well as fund the
advancement of its flagship Donlin Gold Project in Alaska through the
permitting process.
As required by the rules of the Securities and Exchange Commission (the SEC), NOVAGOLD will file a Tender Offer Statement (the
"Statement") with the SEC. The Statement will include a notice to
Holders (the "Issuer Put Right Notice") specifying the terms and
conditions of the Put Option and the procedures for its exercise. The
Holders are strongly encouraged to read the Issuer Put Right Notice
and other relevant documents filed with the SEC before making a
decision relating to the exercise of the Put Option. Materials filed
with the SEC will be available electronically without charge at the
SEC's website, www.sec.gov.
Holders may withdraw any Notes previously surrendered for purchase at
any time prior to 5:00 pm, Eastern Time, on May 1, 2013. Notes that
are not surrendered pursuant to the Put Option will remain
outstanding in accordance with the terms of the Notes and the
indenture.
NOVAGOLD will pay accrued and unpaid interest on the Notes through
April 30, 2013 to holders of record on April 15, 2013 regardless of whether the Put Option is exercised or not. As a result, there will
be no accrued and unpaid interest on the Notes on May 1, 2013.
Neither NOVAGOLD nor its Board of Directors or staff is making any
recommendation as to whether any Holder should or should not exercise
the Put
Option.
BNY Mellon (formerly known as The Bank of New York) is acting as
paying agent for the Put Option. Copies of the Issuer Put Right
Notice and additional information relating to the Put Option may be
obtained from BNY Mellon by calling (212) 815-4869.
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