Pro forma consolidated statements of operation information for nine months ended August 31, 2010 and year ended November 30, 2009

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GLOSSARY

In the Offer and Circular, unless the context otherwise requires, the following terms have the meanings set forth below.

“ABCA” means the Business Corporations Act (Alberta).

“Acquiring Person” has the meaning given to it in Section 18 of the Circular, “Shareholder Rights Plan”.

“affiliate” has the meaning given to it in the Securities Act (British Columbia).

“Annual Information Form” means the annual information form of NovaGold for the fiscal year ended November 30, 2009 dated February 17, 2010, filed with Canadian provincial regulatory authorities.

“Appointee” has the meaning given to it in Section 5 of the Offer, “Manner of Acceptance — Power of Attorney”.

“Appropriate Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities required in connection with the commencement of the Offer or the consummation of the Offer.

“associate” has the meaning given to it in the Securities Act (British Columbia).

“Book-Entry Confirmation” means confirmation of a book-entry transfer of a shareholder’s Copper Canyon Shares into the Depositary’s account at CDS.

“business day” means any day of the week other than a Saturday, Sunday or a statutory or civic holiday observed in Toronto, Ontario, Canada or Vancouver, British Columbia, Canada or federal holiday observed in the United States.

“Canadian GAAP” means Canadian generally accepted accounting principles as defined by the Accounting Standards Board of the Canadian Institute of Chartered Accountants in the Handbook of the Canadian Institute of Chartered Accountants applied on a consistent basis.

“CDS” means the CDS Clearing and Depository Services Inc.

“CDSX” means the CDS on-line tendering system pursuant to which book-entry transfers may be effected.

“Circular” means the take-over bid circular accompanying the Offer, including the Annexes attached thereto.

“Combined Company” means the combined business of NovaGold and Copper Canyon as contemplated herein.

“Competing Permitted Bid” has the meaning given to it in Section 18 of the Circular, “Shareholder Rights Plan”.

“Compulsory Acquisition” has the meaning given to it in Section 10 of the Circular, “Acquisition of Copper Canyon Shares Not Deposited Under the Offer – Compulsory Acquisition”.

“Copper Canyon” means Copper Canyon Resources Ltd., a corporation existing under the ABCA, and, where the context requires, its subsidiaries.

“Copper Canyon Board of Directors” means the board of directors of Copper Canyon.

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“Copper Canyon Option” means an option to purchase Copper Canyon Shares granted under the Copper Canyon Option Plan.

“Copper Canyon Option Plan” means the Copper Canyon Resources Ltd. Stock Option Plan approved by Copper Canyon Shareholders on June 25, 2010, as amended.

“Copper Canyon Shareholder” means a holder of Copper Canyon Shares.

“Copper Canyon Shares” means common shares in the capital of Copper Canyon.

“CRA” has the meaning given to it in Section 19 of the Circular, “Certain Canadian Federal Income Tax Considerations”.

“Dealer Manager” means TD Securities Inc.

“Depositary” means Computershare Investor Services Inc.

“Deposited Equity” has the meaning given to it in Section 5 of the Offer, “Manner of Acceptance — Dividends and Distributions”.

“Distributions” has the meaning given to it in Section 5 of the Offer, “Manner of Acceptance — Dividends and Distributions”.

“Effective Date” means the date on which NovaGold first pays for Copper Canyon Shares deposited under the Offer.

“Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of a Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the Financial Industry Regulatory Authority or banks or trust companies in the United States.

“Expiry Date” means February 23, 2011 or such other date as is set out in a notice of change or a notice of variation of the Offer issued at any time and from time to time extending the period during which Copper Canyon Shares may be deposited under the Offer, provided that, if such day is not a business day, then the Expiry Date will be the next business day. See Section 6 of the Offer, “Extensions, Variations and Changes to the Offer”.

“Expiry Time” means 5:00 pm, Eastern Time, on the Expiry Date or such other time as is set out in a notice of change or a notice of variation of the Offer issued at any time and from time to time. See Section 6 of the Offer, “Extensions, Variations and Changes to the Offer”.

“Financial Advisor” means NovaGold’s financial advisor, TD Securities Inc.

“forward-looking statements” has the meaning given to it in “Statements Regarding Forward-Looking Information”.

“fully-diluted basis” means, with respect to the number of outstanding Copper Canyon Shares at any time, the number of Copper Canyon Shares that would be outstanding if all rights to acquire Copper Canyon Shares, other than SRP Rights, were exercised, including for greater certainty, all Copper Canyon Shares issuable upon the exercise of Copper Canyon Options, whether vested or unvested.

“GAAP” means generally accepted accounting principles.

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“Galore Creek Partnership” means the partnership in which NovaGold and Teck each own a 50% interest in the Galore Creek project, a large copper-gold-silver project located in northwestern British Columbia.

“Governmental Entity” means (a) any supranational, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, administrative agency, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; (c) any self-regulatory authority; (d) the TSX; (e) the TSXV; (f) the NYSE-AMEX; or (g) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“HSR Act” has the meaning given to it in Section 17 of the Circular, “Regulatory Matters”.

“including” (or “includes”) means including (or includes) without limitation.

“Information Agent” or “Laurel Hill” means Laurel Hill Advisory Group.

“laws” means all laws, by-laws, statutes, rules, regulations, principles of law, policies, orders, ordinances, decisions, declarations, rulings, directives, judgments, decrees or other requirements of any Governmental Entity and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, which, for greater certainty, shall include the laws of Canada and the United States of America, and the term “applicable” with respect to such laws and in a context that refers to one or more persons, means such laws as are applicable to such person or its business, undertaking, property or securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, property or securities.

“Letter of Transmittal” means the letter of acceptance and transmittal in the form accompanying the Offer and Circular (printed on yellow paper) or a facsimile thereof.

“Market Price” has the meaning given to it in Section 18 of the Circular, “Shareholder Rights Plan”.

“Material Adverse Effect” means, in respect of any person, any effect, change, event, occurrence or state of facts, that is, or could reasonably be expected to be, material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending, or threatened litigation or otherwise), capitalization, condition (financial or otherwise), operations, licenses, permits, results of operations, prospects, articles, by-laws, rights or privileges of the relevant person, other than any effect, change, event, occurrence or state of facts: (i) relating solely to general political, economic or financial conditions; (ii) relating solely to the state of securities or commodities markets in general; (iii) solely attributable to the announcement of the transactions contemplated herein; or (iv) relating solely to the industries in which Copper Canyon and its subsidiaries operate in general.

“MI 61-101” means Multilateral Instrument 61-101 — “Protection of Minority Security Holders in Special Transactions”.

“Minimum Tender Condition” means that there will have been validly deposited under the Offer and not withdrawn at the Expiry Time that number of Copper Canyon Shares which constitutes at least 662/3% of the issued and outstanding Copper Canyon Shares (calculated on a fully-diluted basis).

“NI 43-101” means National Instrument 43-101 — Standards of Disclosure for Mineral Projects.

“Non-Resident Holder” has the meaning given to it in Section 19 of the Circular, “Certain Canadian Federal Income Tax Considerations – Shareholders Not Resident in Canada”.

“Notice of Guaranteed Delivery” means the notice of guaranteed delivery (printed on green paper) in the form accompanying the Offer and Circular or a facsimile thereof.

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“NovaGold” means NovaGold Resources Inc., a corporation existing under the NSCA and, where the context requires, its subsidiaries.

“NovaGold Shares” means common shares in the capital of NovaGold.

“NSCA” means the Companies Act (Nova Scotia).

“NYSE-AMEX” means NYSE Amex LLC.

“Offer” means NovaGold’s Offer to purchase the Copper Canyon Shares made hereby.

“Offer and Circular” means the Offer and the Circular, collectively.

“Offered Consideration” means the consideration to be paid by NovaGold for the Copper Canyon Shares taken up under the Offer or 0.0425 of a NovaGold Share for each Copper Canyon Share tendered.

“Offeror” means NovaGold.

“Offer Period” means the period commencing on the date of the Offer and ending at the Expiry Time.

“person” includes an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

“Permitted Bid” has the meaning given to it in Section 18 of the Circular, “Shareholder Rights Plan”.

“Purchased Securities” has the meaning given to it in Section 5 of the Offer, “Manner of Acceptance — Power of Attorney”.

“Resident Holder” has the meaning given to it in Section 19 of the Circular, “Certain Canadian Federal Income Tax Considerations — Shareholders Resident in Canada”.

“Rights Certificates” means the certificates representing the SRP Rights.

“SEC” means the United States Securities and Exchange Commission.

“Separation Time” has the meaning given to it in Section 18 of the Circular, “Shareholder Rights Plan”.

“Shareholder Rights Plan” means the shareholder rights plan agreement of Copper Canyon dated April 20, 2007, as amended.

“Soliciting Dealer” has the meaning given to it in Section 23 of the Circular, “Financial Advisor and Dealer Manager”.

“Soliciting Dealer Group” means the group of Soliciting Dealers.

“SRP Exercise Price” has the meaning given to it in Section 18 of the Circular, “Shareholder Rights Plan”.

“SRP Rights” means the rights issued pursuant to the Shareholder Rights Plan.

“Subsequent Acquisition Transaction” has the meaning given to it in Section 10 of the Circular, “Acquisition of Copper Canyon Shares Not Deposited Under the Offer — Subsequent Acquisition Transaction”.

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“subsidiary” means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) are at the time owned or over which voting control or direction is exercised, directly or indirectly, by such person and will include any body corporate, partnership, trust, joint venture or other entity over which such person exercises direction or control or which is in a like relation to a subsidiary.

“Take-Up Date” means a date upon which NovaGold takes up or acquires Copper Canyon Shares under the Offer. NovaGold reserves the right, to the extent permitted by applicable law, to have multiple Take-Up Dates.

“Tax Act” means the Income Tax Act (Canada) R.S.C. 1985, c.1 (5^th supplement), as amended and the regulations thereunder, as amended.

“taxable capital gain” has the meaning given to it in Section 19 of the Circular, “Certain Canadian Federal Income Tax Considerations — Shareholders Resident in Canada — Taxation of Capital Gains and Losses on the Exchange and on the Disposition of NovaGold Shares”.

“TD Securities” means TD Securities Inc.

“trading day” means any day on which trading occurs on the TSX, TSXV or NYSE-AMEX as applicable.

“TSX” means the Toronto Stock Exchange.

“TSXV” means the TSX Venture Exchange.

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“U.S. Holder” has the meaning given to it in Section 20 of the Circular, “Certain U.S. Federal Income Tax Considerations – Scope of This Disclosure”.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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OFFER

January 18, 2011

TO: THE HOLDERS OF COPPER CANYON SHARES

The accompanying Circular, which is incorporated into and forms part of the Offer, contains important information and should be read carefully before making a decision with respect to the Offer. This Offer and the Circular constitute the take-over bid circular required under applicable Canadian securities laws. Capitalized terms used in the Offer but not otherwise defined herein are defined in the section entitled “Glossary” above.

1.        The Offer

The Offeror hereby offers to purchase, upon the terms and subject to the conditions of the Offer, 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 conversion, exchange or exercise of any 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 in respect of each Copper Canyon Share.

Each Copper Canyon Shareholder will receive the Offered Consideration in respect of all of the Copper Canyon Shareholder’s Copper Canyon Shares properly deposited under the Offer, subject to adjustment for fractional shares.

On December 17, 2010, which is the last trading day prior to the date on which the Offeror announced its intention to make an offer, the closing price of the Copper Canyon Shares listed on the TSXV was $0.42. Based on the closing price of the NovaGold Shares on the TSX on December 17, 2010, the Offer represented a premium of approximately 41.8% over the closing price of the Copper Canyon Shares on the TSXV on the same date. Based on the volume-weighted average price of the NovaGold Shares on the TSX for the 20 trading days ended December 17, 2010, the Offer represented a premium of approximately 33.4% over the volume-weighted average price of the Copper Canyon Shares on the TSX for the same period.

The Offeror urges you to obtain recent quotations for the Copper Canyon Shares and NovaGold Shares before deciding whether or not to tender your Copper Canyon Shares.

The Offer is made only for Copper Canyon Shares and is not made for any Copper Canyon Options or other rights to acquire Copper Canyon Shares (other than the SRP Rights). Copper Canyon Shareholders who deposit their Copper Canyon Shares will be deemed to have deposited the SRP Rights associated with such Copper Canyon Shares. No additional payment will be made for the SRP Rights and no amount of consideration to be paid by the Offeror for the Copper Canyon Shares will be allocated to the SRP Rights.

Any holder of Copper Canyon Options or other rights to acquire Copper Canyon Shares who wishes to accept the Offer should, to the extent permitted by their terms and applicable law, fully exercise or exchange the options or other rights in order to obtain certificates representing Copper Canyon Shares that may be deposited in accordance with the terms of the Offer. Any such exercise or exchange must be made sufficiently in advance of the Expiry Date to ensure such holders that they will have certificates representing Copper Canyon Shares available for deposit prior to the Expiry Date or in sufficient time to fully comply with the procedures referred to in Section 5 of this Offer, “Manner of Acceptance — Procedure for Guaranteed Delivery”.

If any holder of Copper Canyon Options or other securities of Copper Canyon that are convertible into or exchangeable or exercisable for Copper Canyon Shares does not exercise or convert such Copper Canyon Options or other convertible, exchangeable or exercisable securities before the Expiry Time, such Copper Canyon Options or other convertible, exchangeable or exercisable securities will remain outstanding in accordance with their terms and conditions, including with respect to term to expiry, vesting and exercise prices, except that, to the extent permitted, after completion of a Subsequent Acquisition Transaction a Copper Canyon Option may become an option or right

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to acquire a number of NovaGold Shares, as determined in accordance with the terms of the Copper Canyon Option or other convertible, exchangeable or exercisable securities. Alternatively, NovaGold may take any other actions available to it to cause the exercise or termination of any remaining Copper Canyon Options.

Fractional NovaGold Shares will not be issued in connection with the Offer. Where on any Take-Up Date a Copper Canyon Shareholder is to receive NovaGold Shares as consideration for the Offer and the aggregate number of NovaGold Shares to be issued to the Copper Canyon Shareholder would result in a fraction of a NovaGold Share being issued, the number of NovaGold Shares to be received by the Copper Canyon Shareholder will be rounded up (if the fractional interest is 0.5 or more) or down (if the fractional interest is less than 0.5) to the nearest whole number.

Pursuant to U.S. state securities laws, NovaGold will not be permitted to take up and pay for Copper Canyon Shares owned by a U.S. resident until the Offer and sale in the state in which such person is resident in has been registered with the applicable state regulatory agency or an exemption from such registration is available. In this regard, NovaGold intends to file the appropriate forms to qualify the Offer in all states in which Copper Canyon Shareholders reside. There can be no assurance that all states will approve the Offer and sale.

The accompanying Circular, which is incorporated into and forms part of the Offer, and the Letter of Transmittal and the Notice of Guaranteed Delivery contain important information that should be read carefully before making a decision with respect to the Offer.

2.        Conditions of the Offer

Notwithstanding any other provision of the Offer, subject to applicable law, and provided that the Offeror may not assert an Offer condition when the condition is triggered by the Offeror’s own action or inaction, the Offeror shall have the right to withdraw the Offer and shall not be required to take up, purchase or pay for, and shall have the right to extend the period of time during which the Offer is open and postpone taking up and paying for, any Copper Canyon Shares deposited under the Offer unless all of the following conditions are satisfied or waived by the Offeror at or prior to the Expiry Time:

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ownership of, any Copper Canyon Shares; (E) the ownership or operation or effective control by NovaGold of any material portion of the business, property, assets, licenses or permits of Copper Canyon or its affiliates or subsidiaries or to compel NovaGold or its affiliates or subsidiaries to dispose of or hold separate any material portion of the business, property, assets, licenses or permits of Copper Canyon or any of its affiliates or subsidiaries as a result of the Offer; or (F) the ability of NovaGold and its affiliates and subsidiaries to complete any Compulsory Acquisition or Subsequent Acquisition Transaction;

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taken up or acquired by NovaGold, (iv) the ability of NovaGold to acquire or hold, or exercise full rights of ownership of, any Copper Canyon Shares, (v) the ownership or operation or effective control by NovaGold of any material portion of the business, property, assets, licenses or permits of Copper Canyon or its affiliates or subsidiaries or to compel NovaGold or its affiliates or subsidiaries to dispose of or hold separate any material portion of the business, property, assets, licenses or permits of Copper Canyon or any of its affiliates or subsidiaries as a result of the Offer, or (vi) the ability of NovaGold and its affiliates and subsidiaries to complete any Compulsory Acquisition or Subsequent Acquisition Transaction;

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reduction in the number of, or authorizing or proposing the acquisition or other reduction in the number of outstanding Copper Canyon Shares or other securities of Copper Canyon or any of its subsidiaries, any incurrence of material debt or project financing or material steps in furtherance of the foregoing, any acquisition from a third party of assets (except in the ordinary course of business consistent with past practice) or securities by Copper Canyon or any of its affiliates, any reorganization of Copper Canyon and its affiliates, or any take-over bid (other than the Offer), merger, amalgamation, statutory arrangement, recapitalization, business combination, share exchange, joint venture or similar transaction involving Copper Canyon or any of its subsidiaries or affiliates or any capital expenditure by Copper Canyon or any of its subsidiaries or affiliates not in the ordinary course of business and consistent with past practice, the making of or committing to make any capital expenditure by Copper Canyon or any of its affiliates or subsidiaries (other than in the ordinary course of business consistent with past practice or in accordance with plans specifically and publicly disclosed by Copper Canyon prior to January 13, 2011), the waiving, releasing, granting, transferring, extinguishing, expropriation or amending of any rights of material value under (A) any existing material contract in respect of any material joint ventures or material properties or projects, or (B) any other material license, lease, permit, authorization, concession, contract, agreement, instrument or other document (other than in the ordinary course of business consistent with past practice and only if so doing would not have a Material Adverse Effect on Copper Canyon or any of its affiliates or subsidiaries); (ii) any change to Copper Canyon’s articles or other constating documents; (iii) adopting, establishing or entering into any new employment, change in control, severance compensation or similar agreement, arrangement or plan with or for one or more of Copper Canyon’s or its affiliates’ or subsidiaries’ employees, consultants, officers or directors not specifically and publicly disclosed by Copper Canyon prior to January 13, 2011; (iv) adopting, establishing or entering into, or amending or making on or after January 13, 2011 grants or awards pursuant to any agreements, arrangements or plans to provide for increased benefits to one or more employees, consultants, officers or directors of Copper Canyon or any of its affiliates or subsidiaries, whether or not as a result of or in connection with the transactions contemplated by the Offer and Circular; (v) except as may be required by law, taking any action to adopt, establish, terminate or amend any employee benefit plan of Copper Canyon or any of its affiliates or subsidiaries; or (vi) any proposal, plan or intention to do any of the foregoing, either publicly announced or communicated by or to Copper Canyon, or any agreement to engage in any of the foregoing;

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The foregoing conditions are for the exclusive benefit of the Offeror and may be asserted by the Offeror regardless of the circumstances giving rise to any such condition. The Offeror may, in the Offeror’s sole discretion, waive any of the foregoing conditions, in whole or in part, at any time and from time to time without prejudice to any other rights which the Offeror may have. The failure by the Offeror at any time to exercise any of the foregoing rights will not be deemed to be a waiver of any such right and each such right shall be deemed to be an ongoing right which may be asserted at any time and from time to time. The Offeror reserves the right to withdraw the Offer if, at the Expiry Time, any condition to the Offer remains unsatisfied or has not been waived. Any determination by the Offeror concerning any event or other matter described in the foregoing conditions shall be final and binding on all parties.

Any waiver of a condition or the withdrawal of the Offer will be effective upon written notice or other communication confirmed in writing by the Offeror to that effect to the Depositary at its office in Vancouver, British Columbia. The Offeror, forthwith after giving any such notice, will make a public announcement of such waiver or withdrawal in compliance with applicable securities laws, will cause the Depositary, if required by law, as soon as practicable thereafter to notify Copper Canyon Shareholders in the manner set forth below in Section 11 of this Offer, “Notice and Delivery” and provide a copy of the notice thereof to the TSXV, the TSX and the NYSE-AMEX. In the event that the Offeror waives a material condition to the Offer, the Offeror will disseminate notice of such waiver to Copper Canyon Shareholders in a manner reasonably calculated to inform such holders of such waiver and will allow sufficient time for Copper Canyon Shareholders to consider the effect of such waiver on the Offer. Any notice of waiver will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its office in Vancouver, British Columbia. In the event of any waiver, all Copper Canyon Shares deposited previously and not taken up or withdrawn will remain subject to the Offer and may be accepted for purchase by the Offeror in accordance with the terms of the Offer. If the Offer is withdrawn, the Offeror will not be obligated to take up or pay for any Copper Canyon Shares deposited under the Offer and the Depositary will promptly return all Copper Canyon Shares to the parties by whom it was deposited in acceptance of the Offer. See Section 9 of this Offer, “Return of Deposited Securities”.

3.        Take-Up and Payment for Deposited Copper Canyon Shares

Upon the terms and subject to the conditions of the Offer the Offeror will take up and pay for Copper Canyon Shares validly deposited under the Offer and not withdrawn pursuant to Section 8 of this Offer, “Right to Withdraw Deposited Copper Canyon Shares”, promptly, after the Offeror becomes obligated by the terms of the Offer to take up the Copper Canyon Shares. Any Copper Canyon Shares deposited under the Offer after the first date on which Copper Canyon Shares have been taken up by the Offeror will be taken up and paid for not later than ten days after deposit.

Subject to applicable law, the Offeror expressly reserves the right in its sole discretion to delay or otherwise refrain from taking up and paying for any Copper Canyon Shares or to terminate the Offer and not take up or pay for any Copper Canyon Shares or terminate the Offer if any condition of the Offer is not satisfied or, where permitted, waived by the Offeror by giving written notice thereof, or other communication confirmed in writing, to the Depositary at its office in Toronto, Ontario. The Offeror also expressly reserves the right, in its sole discretion and notwithstanding any other condition of the Offer, to delay taking up and paying for Copper Canyon Shares in order to comply, in whole or in part, with any applicable law.

For the purposes of the Offer, the Offeror will be deemed to have taken up and accepted for payment Copper Canyon Shares validly deposited and not validly withdrawn pursuant to the Offer if, as and when the Offeror gives

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written notice or other communication confirmed in writing to the Depositary of its acceptance for payment of such Deposited Equity pursuant to the Offer at its principal office in Toronto, Ontario.

The Offeror will pay for Copper Canyon Shares validly deposited under the Offer and not withdrawn by providing the Depositary with the Offered Consideration in the form of sufficient certificates for NovaGold Shares for transmittal to persons who have deposited Copper Canyon Shares under the Offer. The Depositary will act as the agent of the persons who have deposited Copper Canyon Shares in acceptance of the Offer for the purposes of receiving the Offered Consideration from the Offeror and transmitting such Offered Consideration to such persons. Receipt of the share certificates representing the Offered Consideration by the Depositary will be deemed to constitute receipt of payment by persons depositing Copper Canyon Shares pursuant to the Offer. Under no circumstances will interest accrue or be paid by the Offeror or the Depositary to persons depositing Copper Canyon Shares on the purchase price of Copper Canyon Shares purchased by the Offeror, regardless of any delay in making such payment.

Settlement with each Copper Canyon Shareholder who has validly deposited and not validly withdrawn Copper Canyon Shares under the Offer will be made by the Depositary forwarding a certificate for the NovaGold Shares to which such Copper Canyon Shareholder is entitled. Subject to the foregoing and unless otherwise directed by the Letter of Transmittal, the certificates will be issued in the name of the registered Copper Canyon Shareholder of the Copper Canyon Shares so deposited. Unless the person depositing the Copper Canyon Shares instructs the Depositary to hold the certificates representing the NovaGold Shares for pick-up by checking the appropriate box in the Letter of Transmittal, the certificate will be forwarded by first class insured mail to such person at the address specified in the Letter of Transmittal. If no such address is specified, the certificates will be sent to the address of the Copper Canyon Shareholder as shown on the securities register maintained by or on behalf of Copper Canyon. Certificates mailed in accordance with this paragraph will be deemed to be delivered at the time of mailing.

If any Deposited Equity is not accepted for payment pursuant to the terms and conditions of the Offer for any reason, of if certificates are submitted for more Copper Canyon Shares than are deposited, certificates for unpurchased Copper Canyon Shares will be returned, at the Offeror’s expense, to the depositing Copper Canyon Shareholder as soon as it is practicable following the termination of the Offer or the conclusion of the Offer, as applicable. Unless otherwise directed in the Letter of Transmittal, certificates representing unpurchased Copper Canyon Shares will be forwarded to the address of the registered Copper Canyon Shareholder as shown on the securities register maintained by Copper Canyon.

Copper Canyon Shareholders depositing Copper Canyon Shares will not be required to pay any fee or commission if they accept the Offer by depositing their Copper Canyon Shares directly with the Depositary. If you own your Copper Canyon Shares through a broker or other nominee and your broker or nominee tenders your Copper Canyon Shares on your behalf, your broker or nominee may charge you a fee for doing so.

4.        Time for Acceptance

The Offer is open for acceptance, unless extended or withdrawn by the Offeror upon the failure of one or more conditions to the Offer in accordance with applicable law, until 5:00 pm, Eastern Time, on February 23, 2011.

See Section 6 of this Offer, “Extensions, Variations and Changes to the Offer”.

5.        Manner of Acceptance

Letter of Transmittal

The Offer may be accepted by Copper Canyon Shareholders by depositing the following documents with the Depositary at any of the offices specified in the Letter of Transmittal no later than the Expiry Time:

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The Offer will be deemed to be accepted only if the Depositary actually has received these documents at or before the Expiry Time at one of the addresses for the Depositary indicated on the Letter of Transmittal.

Copper Canyon Shareholders who cannot comply on a timely basis with these procedures for deposit of the requisite certificates for Copper Canyon Shares may deposit certificates representing Copper Canyon Shares pursuant to the procedure for guaranteed delivery described below.

Unless waived by NovaGold, holders of Copper Canyon Shares are required to deposit one SRP Right for each Copper Canyon Share in order to effect a valid deposit of such Copper Canyon Shares prior to the Expiry Time. If the Separation Time does not occur before the Expiry Time, a deposit of Copper Canyon Shares will also constitute a deposit of the associated SRP rights. If the Separation Time occurs before the Expiry Time and Rights Certificates are distributed by Copper Canyon to Copper Canyon Shareholders prior to the time that the holder’s Copper Canyon Shares are deposited under the Offer, in order for the Copper Canyon Shares to be validly deposited, Rights Certificate(s) representing SRP Rights equal in number to the number of Copper Canyon Shares deposited by such Copper Canyon Shareholder must be delivered to the Depositary. If the Separation Time occurs before the Expiry Time and Rights Certificates are not distributed by the time that a Copper Canyon Shareholder deposits its Copper Canyon Shares under the Offer, the Copper Canyon Shareholder may deposit its SRP Rights before receiving Rights Certificate(s) by using the guaranteed delivery procedure described below. In any case, a deposit of Copper Canyon Shares constitutes an agreement by the signatory to deliver Rights Certificate(s) representing SRP Rights equal in number to the number of Copper Canyon Shares deposited under the Offer to the Depositary on or before the third trading day on the TSX after the date, if any, that Rights Certificate(s) are distributed. NovaGold reserves the right to require, if the Separation Time occurs before the Expiry Time, that the Depositary receive, prior to taking up the Copper Canyon Shares for payment pursuant to the Offer, Rights Certificate(s) from a Copper Canyon Shareholder representing SRP Rights equal in number to the Copper Canyon Shares deposited by such holder.

In addition, Copper Canyon Shares and, if applicable, Rights Certificates, may be deposited under the Offer in compliance with the procedures for guaranteed delivery set out below under the heading “Procedure for Guaranteed Delivery” or in compliance with the procedures for book-entry transfers set out below under the heading “Acceptance by Book-Entry Transfer”.

Signature Guarantees

No signature guarantee is required on the Letter of Transmittal if:

In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. If a certificate representing Copper Canyon Shares is registered in the name of a person other than the signatory of a Letter of Transmittal or if the certificates for the NovaGold Shares are to be delivered to a person other than the registered owner, the certificate must be endorsed or accompanied by an appropriate power of attorney, in either

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case, signed exactly as the name of the registered owner appears on the certificate with the signature on the certificate or power of attorney guaranteed by an Eligible Institution.

Procedure for Guaranteed Delivery

If a Copper Canyon Shareholder wishes to accept the Offer and either (i) the certificates representing such Copper Canyon Shareholder’s Copper Canyon Shares are not immediately available or (ii) such Copper Canyon Shareholder cannot deliver the certificates and Letter of Transmittal to the Depositary by the Expiry Time, such Copper Canyon Shares may nevertheless be deposited under the Offer provided that all of the following conditions are met:

The Notice of Guaranteed Delivery may be delivered by hand or couriered or transmitted by electronic facsimile or mailed to the Depositary only at its principal office in Toronto, Ontario, and must include a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

Delivery of the Notice of Guaranteed Delivery to any other office other than the Toronto, Ontario office of the Depositary does not constitute delivery for the purpose of satisfying the guaranteed delivery.

Acceptance by Book-Entry Transfer

Copper Canyon Shareholders may accept the Offer by following the procedures for a book-entry transfer established by CDS, provided that a Book-Entry Confirmation through CDSX is received by the Depositary at its office in Toronto, Ontario prior to the Expiry Time. Any financial institution that is a participant in CDS may cause CDS to make a book-entry transfer of a Shareholder’s Copper Canyon Shares in accordance with CDS procedures for such transfer. Delivery of Copper Canyon Shares to the Depositary by means of a book-entry transfer will constitute a valid tender under the Offer.

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Copper Canyon Shareholders, through their respective CDS participants, who use CDSX to accept the Offer through a book-entry transfer of their holdings with CDS shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and therefore such instructions received by the Depositary are considered a valid tender in accordance with the terms of the Offer.

Copper Canyon Shareholders who wish to accept the Offer by Book-Entry Confirmation should contact their broker or the Information Agent for assistance. Contact details for the Information Agent may be found on the last page of this document.

Method of Delivery

The method of delivery of the certificates representing Copper Canyon Shares (or a Book-Entry Confirmation for the Copper Canyon Shares, as applicable), the Letter of Transmittal, the Notice of Guaranteed Delivery and all other required documents is at the option and risk of the depositing Copper Canyon Shareholder. The Offeror recommends that those documents be delivered by hand to the Depositary and that a receipt be obtained or, if certificates for Copper Canyon Shares and the other documents are to be sent by mail, registered mail with return receipt requested, properly insured, is recommended, and it is suggested that the mailing be made sufficiently in advance of the Expiry Time to permit delivery to the Depositary on or prior to such time. Delivery will only be effective upon actual receipt of certificates for such Copper Canyon Shares by the Depositary.

A Copper Canyon Shareholder who wishes to deposit Copper Canyon Shares under the Offer and whose Copper Canyon Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to deposit such Copper Canyon Shares under the Offer.

Determination of Validity

All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for exchange of any deposit of Copper Canyon Shares will be determined by the Offeror in its sole discretion, which determination will be final and binding on all parties. The Offeror reserves the absolute right to reject any and all deposits of Copper Canyon Shares determined by it not to be in proper form, or the issue of NovaGold Shares in respect of which may, in the opinion of the Offeror’s counsel, be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in any deposit of Copper Canyon Shares. No deposit of Copper Canyon Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. None of the Offeror, the Depositary or any other person will be under any duty to give notification of any defect or irregularity in deposits or incur any liability for failure to give any such notice. The Offeror’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Notice of Guaranteed Delivery) will be final and binding on all parties. The Offeror reserves the right to permit the Offer to be accepted in a manner other than as set forth herein.

Under no circumstances will any amount be paid by the Offeror or the Depositary due to any delay in exchanging any Copper Canyon Shares accepted for exchange pursuant to the Offer.

Dividends and Distributions

Subject to the terms and conditions of the Offer and subject, in particular, to Copper Canyon Shares being validly withdrawn by or on behalf of a depositing Copper Canyon Shareholder, and except as provided below, by accepting the Offer pursuant to the procedures set forth above, a Copper Canyon Shareholder deposits, sells, assigns and transfers to the Offeror all right, title and interest in and to the Copper Canyon Shares covered by the Letter of Transmittal delivered to the Depositary (the “Deposited Equity”) and in and to all rights and benefits arising from such Deposited Equity including any and all dividends, distributions, payments, securities, property or other interests which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Equity or any of them on and after the date of the Offer, including any dividends, distributions or

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payments on such dividends, distributions, payments, securities, property or other interests (collectively, “Distributions”).

Power of Attorney

An executed Letter of Transmittal (or, in the case of shares deposited by book-entry transfer by the making of a book-entry transfer into the Depositary’s accounts with CDS) irrevocably approves, constitutes and appoints, effective on and after the date that the Offeror takes up and pays for the Deposited Equity covered by the Letter of Transmittal or book-entry transfer (which securities upon being taken up and paid for are, together with any Distributions thereon, hereinafter referred to as the “Purchased Securities”), certain officers of the Offeror and any other person designated by the Offeror in writing (each an “Appointee”) as the true and lawful agents, attorneys and attorneys-in-fact and proxies, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), of the depositing Copper Canyon Shareholder with respect to the Purchased Securities. The Letter of Transmittal or the making of a book-entry transfer authorizes an Appointee, in the name and on behalf of such Copper Canyon Shareholder (a) to register or record the transfer and/or cancellation of such Purchased Securities (to the extent consisting of securities) on the appropriate register maintained by or on behalf of Copper Canyon; (b) for so long as any Purchased Securities are registered or recorded in the name of such Copper Canyon Shareholder (whether or not they are now so registered or recorded), to exercise any and all rights of such Copper Canyon Shareholder including the right to vote, to execute and deliver any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to the Offeror in respect of any or all Purchased Securities, to revoke any such instrument, authorization or consent, and to designate in such instrument, authorization or consent any person or persons as the proxy of such Copper Canyon Shareholder in respect of the Purchased Securities for all purposes including in connection with any meeting or meetings (whether annual, special or otherwise or any adjournment thereof, including any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Copper Canyon; (c) to execute, endorse and negotiate, for and in the name of and on behalf of such Copper Canyon Shareholder, any and all cheques or other instruments representing any Distribution payable to or to the order of, or endorsed in favour of, such Copper Canyon Shareholder; and (d) to exercise any other rights of a holder of Purchased Securities.

A Copper Canyon Shareholder accepting the Offer under the terms of the Letter of Transmittal revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the Copper Canyon Shareholder at any time with respect to the Deposited Equity or any Distributions. The Copper Canyon Shareholder accepting the Offer agrees that no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Deposited Equity or any Distributions by or on behalf of the depositing Copper Canyon Shareholder unless the Deposited Equity is not taken up and paid for under the Offer.

A Copper Canyon Shareholder accepting the Offer also agrees not to vote any of the Purchased Securities at any meeting (whether annual, special or otherwise or any adjournment thereof, including any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Copper Canyon and not to exercise any of the other rights or privileges attached to the Purchased Securities, and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents in respect of any or all of the Purchased Securities, and agrees to appoint in any such instruments of proxy, authorizations or consents, the person or persons specified by the Offeror as the proxy of the holder of the Purchased Securities. Upon such appointment, all prior proxies and other authorizations (including all appointments of any agent, attorney-in-fact or attorney) or consents given by the holder of such Purchased Securities with respect thereto will be revoked and no subsequent proxies or other authorizations or consents may be given by such person with respect thereto.

Further Assurances

A Copper Canyon Shareholder accepting the Offer covenants under the terms of the Letter of Transmittal to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities to the Offeror. Each authority therein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of such holder

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and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of such Copper Canyon Shareholder.

Binding Agreement

The acceptance of the Offer pursuant to the procedures set forth above constitutes a binding agreement between a depositing Copper Canyon Shareholder and the Offeror, effective immediately following the Offeror’s take-up of the Copper Canyon Shares deposited by such Copper Canyon Shareholder, in accordance with the terms and conditions of the Offer. This agreement includes a representation and warranty by the depositing Copper Canyon Shareholder that (i) the person signing the Letter of Transmittal or on whose behalf a book-entry transfer is made owns the Deposited Equity and has full power and authority to deposit, sell, assign and transfer the Deposited Equity and any Distributions being deposited under the Offer, (ii) the Deposited Equity and Distributions have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Equity and Distributions, to any other person, (iii) the deposit of the Deposited Equity and Distributions complies with applicable laws, and (iv) when the Deposited Equity and Distributions are taken up and paid for by the Offeror, the Offeror will acquire good title thereto, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others.

6.        Extensions, Variations and Changes to the Offer

The Offer will be open for acceptance at the places of deposit specified in the Letter of Transmittal until the Expiry Time, unless the Offer is extended or withdrawn by the Offeror.

Subject to the limitations described below, the Offeror expressly reserves the right, in its sole discretion, at any time and from time to time while the Offer is open for acceptance, to vary the terms of the Offer or extend the Expiry Time, in accordance with applicable laws, by giving notice in writing to the Depositary at its office in Vancouver, British Columbia. Also, if at any time before the Expiry Time, or at any time after the Expiry Time, but before the expiry of all rights of withdrawal with respect to the Offer, a change occurs in the information contained in this Offer and Circular, as amended from time to time, that would reasonably be expected to affect the decision of a Copper Canyon Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or an affiliate of the Offeror, unless it is a change in a material fact relating to the NovaGold Shares), the Offeror will give written notice of such change to the Depositary at its office in Vancouver, British Columbia. Upon the giving of such notice to the Depositary, the Expiry Time or withdrawal rights, as applicable, will be deemed to be extended to the date specified in such notice or as required by applicable law, or in the case of a variation, the Offer will be deemed to be varied in the manner described in such notice, as the case may be. The Offeror will, as soon as practicable after giving any such notice to the Depositary, publicly announce the extension, variation or change, provide a copy of the notice thereof to the TSXV, the TSX and the NYSE-AMEX and, if required by applicable law, cause the Depositary to mail a copy of any such notice to Copper Canyon Shareholders as required by applicable securities legislation at their respective addresses appearing in the share register of Copper Canyon. Any notice of extension, variation or change will be deemed to have been given and be effective on the day on which it is delivered or otherwise communicated to the Depositary at its office in Vancouver, British Columbia.

Under applicable Canadian provincial securities laws, if there is a variation in the terms of the Offer, the period during which Copper Canyon Shares may be deposited under the Offer will not expire before 10 days after the date that the notice of variation has been delivered.

During any extension of the Offer, all Copper Canyon Shares previously deposited and not withdrawn will remain subject to the Offer and may be accepted for purchase by the Offeror in accordance with the terms of the Offer, subject to Section 8 of this Offer, “Right to Withdraw Deposited Copper Canyon Shares”. An extension of the Expiry Time will not, in and of itself, constitute a waiver by the Offeror of any of its rights under Section 2 of this Offer, “Conditions of the Offer”.

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If, before the Expiry Time, the Offeror in its sole discretion elects to increase the Offered Consideration, such increase will be applicable to all holders whose Copper Canyon Shares are taken up under the Offer.

7.        Changes in Capitalization of Copper Canyon; Liens

If, on or after the date of the Offer, Copper Canyon should divide, combine, reclassify, consolidate, convert or otherwise change any of the Copper Canyon Shares or its capitalization, or should disclose that it has taken or intends to take any such action, then the Offeror may, in its sole discretion and without prejudice to its rights under Section 2 of this Offer, “Conditions of the Offer”, make such adjustments as it deems appropriate to reflect such division, combination, reclassification, consolidation, conversion or other change in the Offered Consideration or other terms of the Offer (including the type of securities offered to be purchased and the consideration payable therefor).

Copper Canyon Shares acquired pursuant to the Offer shall be transferred by the Copper Canyon Shareholder and acquired by the Offeror free and clear of all liens, charges, encumbrances, claims and equities and together with all rights and benefits arising therefrom, including the right to any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or after the date of the Offer on or in respect of the Copper Canyon Shares, whether or not separated from the Copper Canyon Shares, but subject to any Copper Canyon Shares being validly withdrawn by or on behalf of a depositing Copper Canyon Shareholder. If, on or after the date of the Offer, Copper Canyon should declare or pay any dividend or declare, make or pay any other distribution or payment on or declare, allot, reserve or issue any securities, rights or other interests with respect to any Copper Canyon Shares, which is or are payable or distributable to Copper Canyon Shareholders of record on a date prior to the transfer into the name of the Offeror or its nominees or transferees on the securities register maintained by or on behalf of Copper Canyon in respect of Copper Canyon Shares, then the whole of any such dividend, distribution, payment, right or other interest will be promptly remitted and transferred by the depositing Copper Canyon Shareholder to the Depositary for the account of the Offeror accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to any such dividend, distribution, payment, right or other interest and may deduct from the purchase price payable by the Offeror pursuant to the Offer the amount or value thereof, as determined by the Offeror in its sole discretion. The declaration or payment of any such dividend or distribution may have tax consequences not discussed in Section 19 of the Circular, “Certain Canadian Federal Income Tax Considerations” or Section 20 of the Circular, “Certain U.S. Federal Income Tax Considerations”.

8.        Right to Withdraw Deposited Copper Canyon Shares

Except as otherwise provided in this Section 8, all deposits of Copper Canyon Shares to the Offer will be irrevocable. Unless otherwise required or permitted by applicable laws, any Copper Canyon Shares deposited in acceptance of the Offer may be withdrawn by or on behalf of the depositing Copper Canyon Shareholder:

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is mailed, delivered, or otherwise properly communicated, but subject to abridgement of that period pursuant to such order or orders as may be granted by applicable courts or securities regulatory authorities and only if such Deposited Equity have not been taken up by the Offeror at the date of the notice.

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be received in a timely manner by the Depositary at the place of deposit of the relevant Copper Canyon Shares. Any such notice of withdrawal must (i) be made by a method, including a manually signed facsimile transmission, that provides the Depositary with a written or printed copy; (ii) be signed by or on behalf of the person who signed the Letter of Transmittal (or Notice of Guaranteed Delivery) that accompanied the Copper Canyon Shares to be withdrawn; (iii) specify the number of Copper Canyon Shares to be withdrawn, the name of the registered Copper Canyon Shareholder and the certificate number shown on the share certificate(s) representing such Copper Canyon Shares to be withdrawn; and (iv) must be actually received by the Depositary at the place of deposit for the applicable Copper Canyon Shares (or Notice of Guaranteed Delivery in respect thereof). No signature guarantee is required on a notice of withdrawal if the notice of withdrawal is signed by the registered Copper Canyon Shareholder exactly as the name of the registered Copper Canyon Shareholder appears on the certificate representing Copper Canyon Shares deposited with the Letter of Transmittal or if the Copper Canyon Shares was deposited for the account of an Eligible Institution. In all other cases, the signature on a notice of withdrawal must be guaranteed by an Eligible Institution. The withdrawal will take effect upon actual receipt by the Depositary of the properly completed notice of withdrawal. A withdrawal of Copper Canyon Shares deposited pursuant to the Offer can only be accomplished in accordance with the foregoing procedure. The withdrawal will take effect only upon actual receipt by the Depositary of the properly completed and executed written or facsimile notice of withdrawal.

Alternatively, if Copper Canyon Shares have been deposited pursuant to the procedures for book-entry transfer, as set forth in Section 5 of this Offer, “Manner of Acceptance — Acceptance by Book-Entry Transfer”, any notice of withdrawal must specify the name and number of the account at CDS, to be credited with the withdrawn Copper Canyon Shares and otherwise comply with the procedures of CDS.

All questions as to form and validity (including time of receipt) of notices of withdrawal will be determined by the Offeror in its sole discretion and such determination will be final and binding. There will be no duty or obligation on the Offeror, the Depositary or any other person to give notice of any defect or irregularity in any notice of withdrawal, and no liability will be incurred by any of them for failure to give such notice.

Withdrawals may not be rescinded and any Copper Canyon Shares properly withdrawn will thereafter be deemed not validly deposited for the purposes of the Offer. However, withdrawn Copper Canyon Shares may be re-deposited at any subsequent time prior to the Expiry Time by again following any of the procedures described in Section 5 of this Offer, “Manner of Acceptance”.

If the Offeror extends the period of time during which the Offer is open, is delayed in taking up or paying for or exchanging the Copper Canyon Shares or is unable to take up or pay for or exchange Copper Canyon Shares for any reason, then, without prejudice to the Offeror’s other rights under the Offer, the Depositary may, subject to applicable laws, retain on behalf of the Offeror all Deposited Equity and Distributions, and such Copper Canyon Shares may not be withdrawn except to the extent that depositing Copper Canyon Shareholders are entitled to withdrawal rights as set forth in this Section 8 or pursuant to applicable laws.

9.        Return of Deposited Securities

If any Deposited Equity is not taken up and paid for pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Copper Canyon Shares than are deposited, certificates for unpurchased Copper Canyon Shares will be returned to the depositing Copper Canyon Shareholder as soon as is practicable

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following the termination or withdrawal of the Offer by either (i) sending new certificates representing Copper Canyon Shares not purchased or by returning the deposited certificates (and other relevant documents) or (ii) in the case of Copper Canyon Shares deposited by book-entry transfer of such Copper Canyon Shares pursuant to the procedures set forth in Section 5 of this Offer, “Manner of Acceptance — Acceptance by Book-Entry Transfer”, such Copper Canyon Shares will be credited to the depositing Copper Canyon Shareholder’s account maintained with CDS. Certificates (and other relevant documents) will be forwarded by first class mail in the name of and to the address specified by the Copper Canyon Shareholder in the Letter of Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the share register maintained by Copper Canyon or its transfer agent, as soon as practicable after the termination of the Offer.

10.      Mail Service Interruption

Notwithstanding the provisions of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, share certificates and any other relevant documents will not be mailed if the Offeror determines that delivery thereof by mail may be delayed. A person entitled to share certificates and any other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the Copper Canyon Shares was delivered, upon application to the Depositary, until such time as the Offeror has determined that delivery by mail will no longer be delayed. Notwithstanding Section 11 of this Offer, “Notice and Delivery”, the deposit of share certificates and any other relevant documents with the Depositary in such circumstance will constitute delivery to the persons entitled thereto and the Copper Canyon Shares will be deemed to have been paid for immediately upon such deposit.

Notice of any determination regarding mail service delay or interruption made by the Offeror will be given in accordance with Section 11 of this Offer, “Notice and Delivery”.

11.      Notice and Delivery

Without limiting any other lawful means of giving notice, any notice which the Offeror or the Depositary may give or cause to be given under the Offer will be deemed to have been properly given to registered Copper Canyon Shareholders if it is mailed by prepaid, first class mail to the registered Copper Canyon Shareholders at their respective addresses appearing in the appropriate registers maintained by Copper Canyon in respect of the Copper Canyon Shares and will be deemed, unless otherwise specified by applicable laws, to have been received on the first business day following the date of mailing. For this purpose, “business day” means any day other than a Saturday, Sunday or statutory holiday in the jurisdiction to which the notice is mailed. These provisions apply notwithstanding any accidental omission to give notice to any one or more Copper Canyon Shareholders and notwithstanding any interruption of mail service in Canada or the United States following mailing. Except as otherwise required or permitted by law, in the event of any interruption of mail service in Canada or the United States, the Offeror intends to make reasonable efforts to disseminate the notice by other means such as publication. Except as otherwise required or permitted by law, if post offices in Canada or the United States are not open for the deposit of mail, or there is reason to believe that there is or could be a disruption in all or any part of the postal service, any notice which the Offeror or the Depositary may give or cause to be given under the Offer will be deemed to have been properly given and to have been received by Copper Canyon Shareholders if (i) it is given to the TSXV for dissemination through its facilities, (ii) if it is published once in the National Edition of The Globe and Mail or the National Post and in a daily newspaper of general circulation in the French language in the City of Montreal, Québec, or (iii) it is given to the Marketwire News Wire Service and the Dow Jones News Wire Service for dissemination through their facilities.

Unless post offices are not open for the deposit of mail, the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery will be mailed to registered Copper Canyon Shareholders by first class mail, postage prepaid or made available in such other manner as is permitted by applicable regulatory authorities and the Offeror will use its reasonable efforts to furnish such documents to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the security holder list, or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmission to beneficial owners of Copper Canyon Shares when such list or listing is received.

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Wherever the Offer calls for documents to be delivered to the Depositary, those documents will not be considered delivered unless and until they have been physically received at one of the addresses listed for the Depositary in the Letter of Transmittal or the Notice of Guaranteed Delivery, as applicable. Wherever the Offer calls for documents to be delivered to a particular office of the Depositary, those documents will not be considered delivered unless and until they have been physically received at the particular office at the address listed in the Letter of Transmittal or Notice of Guaranteed Delivery, as applicable.

12.      Market Purchases

Rule 14e-5 under the Exchange Act does not permit NovaGold to purchase Copper Canyon Shares outside of the Offer. However, NovaGold reserves the right to seek such relief from the SEC as may be required to permit NovaGold to purchase Copper Canyon Shares outside the Offer and to acquire, or cause an affiliate to acquire, beneficial ownership of Copper Canyon Shares by making purchases through the facilities of the TSXV, subject to applicable laws, at any time prior to the Expiry Time. In the event that NovaGold seeks relief, its application would propose that, among other matters:

• In no event will NovaGold make any such purchases of Copper Canyon Shares until the third business day following the date of the Offer.

• NovaGold will not purchase Copper Canyon Shares in the United States other than pursuant to the Offer.

• If NovaGold purchases Copper Canyon Shares during the Offer other than pursuant to the Offer, the Copper Canyon Shares so purchased will be counted in the determination as to whether the Minimum Tender Condition has been fulfilled.

• The aggregate number of Copper Canyon Shares acquired by NovaGold though the facilities of the TSXV after the date of the Offer to and including the Expiry Date shall not exceed 5% of the outstanding Copper Canyon Shares as of the date of the Offer, and NovaGold will issue and file a news release forthwith after the close of business of the TSXV on each day on which such Copper Canyon Shares have been purchased.

• The news release will disclose among other things, the purchaser, the number of Copper Canyon Shares purchased by the purchaser through the facilities of the TSXV during the currency of the Offer, and the total number of securities owned by the purchasers as of the close of business of the TSXV on that day.

If SEC relief is sought and is granted, NovaGold may make purchases outside the Offer if and to the extent that market conditions, the trading price of the Copper Canyon Shares and other factors make it desirable for NovaGold to complete such purchases. For the purposes of this Section 12, “Market Purchases”, “NovaGold” includes NovaGold and any person acting jointly or in concert with NovaGold.

13.      Other Terms of the Offer

No broker, dealer or other person has been authorized to give any information or to make any representation or warranty on behalf of the Offeror other than as contained in the Offer and Circular and as set forth on the Registration Statement on Form F-8 filed by the Offeror in connection with the Offer, and, if any such information, representation or warranty is given or made, it must not be relied upon as having been authorized. No broker, dealer or other person shall be deemed to be the agent of the Offeror or the Depositary for purposes of the Offer.

The provisions of the Glossary, the Summary, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery accompanying the Offer, including the instructions and rules contained therein, as applicable, form part of the terms and conditions of the Offer.

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The Offeror reserves the right to transfer to one or more affiliates of the Offeror the right to purchase all or any portion of the Copper Canyon Shares deposited under the Offer. Any such transfer will not relieve the Offeror of its obligations under the Offer and will not prejudice the rights of Copper Canyon Shareholders depositing Copper Canyon Shares to receive payment for Copper Canyon Shares validly deposited and taken up pursuant to the Offer.

The Offer and all contracts resulting from the acceptance thereof will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, the Offer shall be made on behalf of the Offeror by brokers or dealers licensed under the laws of such jurisdiction. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction to the courts of the Province of British Columbia.

This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer (including, without limitation, the satisfaction of the conditions of the Offer), the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, is not being made or directed to, nor will deposits of Copper Canyon Shares be accepted from or on behalf of, Copper Canyon Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Copper Canyon Shareholders in any such jurisdiction.

The Offeror, in its sole discretion, shall be entitled to make a final and binding determination of all questions relating to the interpretation of the Offer (including, without limitation, the satisfaction of the conditions of the Offer), the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, the validity of any acceptance of the Offer, the validity of any deposit of Copper Canyon Shares, and the validity of any withdrawals of Copper Canyon Shares.

The Offeror reserves the right to waive any defect in acceptance with respect to any particular Copper Canyon Shares or any particular Copper Canyon Shareholder. There shall be no duty or obligation of NovaGold, the Depositary or any other person to give notice of any defect or irregularity in the deposit of any Copper Canyon Shares or in any notice of withdrawal and in each case no liability shall be incurred or suffered by any of them for failure to give such notice.

The Offer and the accompanying Circular constitute the take-over bid circular required under applicable Canadian provincial securities legislation with respect to the Offer. Copper Canyon Shareholders are urged to refer to the accompanying Circular for additional information relating to the Offer.

Dated: January 18, 2011

NOVAGOLD RESOURCES INC.
(Signed)       Rick Van Nieuwenhuyse 
                     President and Chief Executive Officer

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CIRCULAR

This Circular is furnished in connection with the Offer dated January 18, 2011 by NovaGold to purchase, upon the terms and subject to the conditions described therein, all of the issued and outstanding Copper Canyon Shares, including any Copper Canyon Shares that may become issued and outstanding after the date of the Offer upon the conversion, exchange or exercise of any securities of Copper Canyon that are convertible into or exchangeable or exercisable for Copper Canyon Shares (other than SRP Rights). The terms and provisions of the Offer, the Letter of Transmittal and the Notice of Guaranteed Delivery are incorporated into and form part of this Circular. Copper Canyon Shareholders are urged to refer to the Offer for details of its terms and conditions, including details as to payment and withdrawal rights. Defined terms used in the Offer are used in the Circular with the same meaning unless the context otherwise requires.

The information concerning Copper Canyon contained in the Offer and this Circular, including information incorporated herein by reference, has been taken from or based upon publicly available documents and records on file with Canadian securities regulatory authorities and other public sources. Although NovaGold does not have any knowledge that would indicate that any statements contained herein relating to Copper Canyon taken from or based upon such documents and records are inaccurate or incomplete, neither NovaGold nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to Copper Canyon taken from or based upon such documents and records, or for any failure by Copper Canyon to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to NovaGold.

1.        NovaGold

NovaGold is a precious metals company engaged in the exploration and development of mineral properties situated principally in Alaska, U.S. and British Columbia, Canada. NovaGold is focused on advancing its two core properties, Donlin Creek and Galore Creek. 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 has an established track record of expanding deposits through exploration success and forging collaborative partnerships, both with local communities and with major mining companies. The Donlin Creek project in Alaska, one of the world’s largest undeveloped gold deposits, is held by a limited liability company owned equally by NovaGold and Barrick Gold U.S. Inc. The Galore Creek project in British Columbia, a large copper-gold-silver deposit, is held by a partnership owned equally by NovaGold and Teck. 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’s common shares are listed on the TSX and NYSE-AMEX under the symbol “NG”.

NovaGold is a Canadian company, organized under the laws of the Province of Nova Scotia. Its principal offices are located at Suite 2300, 200 Granville Street, Vancouver, British Columbia V6C 1S4 and the phone number is (604) 669-6227. The registered and records office is located at Purdy's Wharf Tower II, 1300-1969 Upper Water Street, P.O. Box 730, Halifax, Nova Scotia B3J 2V1.

NovaGold is a reporting issuer or the equivalent in all of the provinces of Canada and files its continuous disclosure documents with the relevant Canadian securities regulatory authorities. Such documents are available at www.sedar.com. NovaGold is also a reporting issuer in the United States and has filed a Registration Statement on Form F-8, and certain other documents and information with the SEC. The Registration Statement and such other documents are available at www.sec.gov.

2.        Copper Canyon

Copper Canyon is a junior exploration company created by way of Plan of Arrangement with Eagle Plains 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 pursuant to the Arrangement, as well as an interest in certain other exploration properties. Copper Canyon’s principal asset is its 40% joint venture interest

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in the Copper Canyon copper-gold-silver property. A wholly-owned subsidiary of NovaGold owns the remaining 60% joint venture interest in the Copper Canyon property, which is held by NovaGold in trust for the Galore Creek Partnership. The Copper Canyon property is adjacent to the Galore Creek project which is owned equally by NovaGold and Teck through the Galore Creek Partnership.

The Copper Canyon Shares are listed and posted for trading on the TSXV under the symbol “CPY”.

Copper Canyon is incorporated under the laws of Alberta, Canada and its corporate administrative office is located at Suite 200, 44 – 12^th Avenue South, Cranbrook, British Columbia V1C 2R7. The telephone number for its corporate and administrative office is (250) 426-0749.

Copper Canyon is a reporting issuer or the equivalent in the Provinces of British Columbia, Alberta and Saskatchewan and files its continuous disclosure documents with the relevant Canadian securities regulatory authorities in these provinces. Such documents are available at www.sedar.com.

3.        Background

NovaGold Canada Inc. (formerly SpectrumGold Inc.) entered into an Option Agreement effective October 1, 2003 with Eagle Plains pursuant to which NovaGold could earn up to an 80% participating interest in the Copper Canyon property by undertaking certain exploration activities on the Copper Canyon property. Eagle Plains had the right to earn a 100% interest in the Copper Canyon property pursuant to an option granted by Bernard Kreft to Eagle Plains dated May 28, 2002, as amended. Eagle Plains transferred its interest in the Copper Canyon property to Copper Canyon under the Plan of Arrangement completed on June 9, 2006 between Eagle Plains and Copper Canyon. In November 2007, NovaGold completed the requirements to earn a 60% participating interest in the Copper Canyon property. Copper Canyon and NovaGold entered into a joint venture agreement dated February 15, 2008 relating to the Copper Canyon property. NovaGold, through its wholly-owned subsidiary NovaGold Canada Inc., holds a 60% joint venture interest in the Copper Canyon property. Copper Canyon holds the remaining 40% interest.

The Copper Canyon property is adjacent to the Galore Creek project, a significant copper-gold-silver property owned equally by NovaGold and Teck through the Galore Creek Partnership. Under the partnership agreement for the Galore Creek Partnership, NovaGold agreed to transfer its interest in the Copper Canyon property to the Galore Creek Partnership subject to obtaining any required consents of Copper Canyon. While NovaGold has requested such consent, such consent has not been forthcoming and ownership of the Copper Canyon property continues to be held by NovaGold Canada Inc. Such interest is held in trust for the Galore Creek Partnership. In the event NovaGold acquires all of the issued and outstanding shares of Copper Canyon, NovaGold Canada Inc. will convey its 60% interest in the Copper Canyon property to the Galore Creek Partnership.

The Copper Canyon property falls within the area of interest established around the Galore Creek project. Accordingly, in the event NovaGold acquires all of the issued and outstanding shares of Copper Canyon, it will be obligated under the Galore Creek partnership arrangement to offer the 40% ownership interest in the Copper Canyon joint venture currently held by Copper Canyon to the Galore Creek Partnership on the same terms and conditions as it was acquired by NovaGold.

There have been some general discussions prior to December 17, 2010 between senior officers of NovaGold and senior officers of Copper Canyon concerning the possibility of an acquisition. Such talks were of a general nature only and no specific offers were made or discussed between the parties.

In regards to the Offer, the background is as follows:

• On December 17, 2010, the President and CEO of NovaGold contacted the President and CEO of Copper Canyon to discuss the possible acquisition of Copper Canyon by NovaGold. At that time, NovaGold delivered a draft letter addressed to the President and CEO of Copper Canyon proposing the acquisition by NovaGold of all of the outstanding shares of Copper Canyon by way of a plan of arrangement under the ABCA. The draft letter proposed an exchange ratio of 0.0425 of a NovaGold Share for each Copper Canyon Share.
 

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• NovaGold advised the President and CEO of Copper Canyon that, given confidentiality concerns, it wished to reach agreement on important transaction terms prior to market opening on December 20, 2010 and that it and its advisors were prepared to work over the weekend to accomplish this goal. NovaGold further advised that if the parties were unable to reach agreement on important transaction terms by that time, it would be issuing a news release indicating its intention to make an offer to purchase all of the outstanding Copper Canyon Shares on that basis.
   
  
• There were numerous discussions between the President and CEO of NovaGold and the President and CEO of Copper Canyon during the course of the weekend. On December 19, 2010, the President and CEO of Copper Canyon advised that the board of Copper Canyon would not be able to respond to the proposed offer in the timeframe required by NovaGold. While Copper Canyon had formed a special committee to consider the offer made, it would need to retain and receive advice from a financial advisor.
   
  
• On December 20, 2010, NovaGold issued a press release advising that it intended to make an offer to acquire all of the outstanding Copper Canyon Shares on the terms specified in this Offer.
   
  
• On December 20, 2010, Copper Canyon issued a press release indicating, among other things, that its Board of Directors was reviewing the adequacy of the offer announced by NovaGold and, as part of the review process, had established a committee of independent directors to oversee the appointment of a financial advisor and special legal counsel to the committee.
   
  
• On January 13, 2011, the President and CEO of NovaGold and the President and CEO of Copper Canyon met to discuss the proposed acquisition and see if agreement could be reached on transaction terms which would permit the Offer to proceed on a supported basis. No agreement was reached and following the meeting the President and CEO of NovaGold advised the President and CEO of Copper Canyon that the Offer would be mailed to Copper Canyon Shareholders on January 18, 2011.

4.        Rationale and Benefits of the Offer

NovaGold believes that Copper Canyon Shareholders will enjoy the following significant benefits from the Offer:

• 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 the Copper Canyon Shares on the TSXV for the same period. Prior to the announcement of NovaGold’s intention to make an offer for Copper Canyon, Copper Canyon Shares had not closed above the implied Offer value of $0.60 per share since November 2007 on the TSXV.
   
• Participate in Upside of Galore Creek Project. Copper Canyon’s 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 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.

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• Exposure to Other Attractive Mineral Projects. Copper Canyon Shareholders who tender to the Offer will gain exposure to NovaGold’s other world-class projects including the Donlin Creek project in Alaska, one of the world’s largest undeveloped gold deposits, held by a limited liability company 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.

• Greater Financial Capabilities and Liquidity. Copper Canyon Shareholders who tender to the Offer will benefit from NovaGold’s greater financial capabilities and the significantly greater liquidity afforded by NovaGold Shares. The average combined trading value of NovaGold Shares for 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.

• 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, while U.S. resident Copper Canyon Shareholders may, for purposes of the Tax Act, also benefit from a tax deferred rollover.

Conditions of the Offer

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 issued and outstanding Copper Canyon Shares (calculated on a fully-diluted basis); and

• the Shareholder Rights Plan being waived, invalidated or cease traded.

NovaGold’s Description of Business

NovaGold is a precious metals company engaged in the exploration and development of mineral properties situated principally in Alaska, U.S. and British Columbia, Canada. NovaGold conducts its operations through wholly-owned subsidiaries, partnerships, limited liability companies and joint ventures. Since 1998, NovaGold has assembled a world-class portfolio of projects, with 50% interests in two of the world’s largest undeveloped gold and copper-gold projects — Donlin Creek and Galore Creek, 100% of the Ambler copper-zinc-gold-silver deposit and other exploration-stage properties. NovaGold is primarily focused on gold properties, some of which also have significant copper, silver and zinc resources. NovaGold has reduced some of the development risk at its two core projects by leveraging the construction and operating expertise of its senior operating partners, Barrick Gold Corporation and Teck. In addition, all of NovaGold’s core properties are located in Alaska and British Columbia, regions with low geopolitical risk that have a long history of mining, established permitting standards and governments supportive of resource development.

NovaGold is focused on advancing its two core properties, Donlin Creek and Galore Creek, with the objective of becoming a low-cost million-ounce-a-year gold producer. NovaGold’s business model focuses on five main steps: (i) identifying high-quality assets and making strategic, timely acquisitions; (ii) developing local partnerships by engagement, open and honest communication, and participation to assure the projects’ sustainability; (iii) using exploration expertise to expand existing deposits; (iv) advancing the projects to a feasibility level to bring reserves to NovaGold and value to shareholders; and (v) creating strong partnerships with well-respected senior producers to advance the projects to production. By systematically executing this five-step business model, NovaGold has three

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world-class assets in its portfolio, two of which are advancing toward production with senior partnerships in place, and one that provides an exciting exploration opportunity for NovaGold’s team. NovaGold will continue to leverage its exploration and development expertise to bring additional resources and value to shareholders. NovaGold also recognizes the value of strong partnerships and a strong team, and looks for opportunities to acquire or partner in new projects that can bring value to NovaGold shareholders.

Responsible mining and community collaboration continues to be a trademark of NovaGold’s business strategy at all of its projects. NovaGold published its first sustainability report in May 2010 with the objective of providing an overview of its commitment and approach to sustainability and its goals for future years. The report demonstrates NovaGold’s commitment to responsible mining and transparent disclosure and will allow NovaGold to more effectively monitor progress as it strives for continuous improvement and best practices in responsible mining. NovaGold believes that long-lasting social and economic benefits can flow to the communities in which it operates. Through continuous collaboration with Alaskan Native and BC First Nation groups from the outset at each project, NovaGold considers the long-term impacts and benefits of operations for stakeholders when developing its projects.

NovaGold’s portfolio of projects includes:

• Donlin Creek, one of the world’s largest known undeveloped gold deposits, with a feasibility study completed and pre-permitting activities underway. Donlin Creek is operated by Donlin Creek LLC, a limited liability company that is owned 50% by NovaGold and 50% by Barrick Gold U.S. Inc., a subsidiary of Barrick Gold Corporation. Located entirely on private, Alaskan Native-owned land, the 80,600 acre (32,600 hectare) property hosts a gold deposit currently estimated at 33.6 million ounces of proven and probable reserves averaging 2.2 grams per tonne gold, 4.3 million ounces of measured and indicated resources and an additional 4.4 million ounces of inferred resources. This reserve estimate represents a 15% increase over the 29.3 million ounce reserve estimate outlined in the 2009 feasibility study, and is based on the inclusion of additional drilling and a US$100/oz increase in long-term gold price assumptions from that used in 2009. The increase in reserves is expected to extend the mine life from 21 years to 25 years at the feasibility production rate, and does not materially change the information contained in the feasibility study. It is believed that the additional storage capacity provided for in the 2009 feasibility study will accommodate the increase in tailings and that the waste rock storage facility can be modified to contain the additional unmineralized rock material. With estimated production of more than one million ounces of gold annually for approximately 25 years, Donlin Creek would be one of the world’s largest gold-producing mines. Additional exploration potential remains in the Donlin Creek district. During 2010, Donlin Creek LLC completed the majority of the environmental and engineering studies required to review the option of using natural gas as the primary power source and is proceeding with revisions to the feasibility study to include the natural gas option. The feasibility revisions will provide operating costs using natural gas rather than diesel as the primary power source at site, which could provide power cost savings as well as other potential synergies at the project, and will also use more recent gold prices and capital inputs to provide updated capital and cash flow estimates. The feasibility revision is expected to be completed by mid-2011, positioning the project to file permit applications by the end of 2011.

• Galore Creek, a large copper-gold-silver project located in northwestern British Columbia, held by a partnership in which NovaGold and Teck each own a 50% interest and managed by Galore Creek Mining Corporation (“GCMC”). The 298,840 acre (118,900 hectare) property holds a large and good-grade undeveloped porphyry-related copper-gold-silver deposit. A resource estimate for the Galore Creek project totals measured and indicated resources of 8.9 billion pounds of copper, 7.3 million ounces of gold and 123 million ounces of silver, with additional inferred resources (including the Copper Canyon deposit, of which NovaGold owns 60%) of 3.5 billion pounds of copper, 3.3 million ounces of gold and 61 million ounces of silver. GCMC has initiated a pre-feasibility study to provide guidance on mining parameters, reserves, capital costs and operating costs based on an optimized mine plan and using higher copper and gold prices than in previous studies, with completion targeted for the first half of 2011.

• Ambler, which hosts the high-grade copper-zinc-gold-silver Arctic deposit, is an exploration-stage property located in Alaska comprising 90,614 acres (36,670 hectares) of Federal patented and unpatented mining claims and State of Alaska mining claims, covering a major portion of the precious-metal-rich Ambler

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volcanogenic massive sulfide belt. A resource estimate for the Arctic deposit identifies an indicated resource of 17 million tonnes grading 4% copper and 6% zinc for contained metal of 1.5 billion pounds of copper, 2.2 billion pounds of zinc, 450,000 ounces of gold, 32 million ounces of silver and 350 million pounds of lead. In addition, 12 million tonnes of inferred resource containing 937 million pounds of copper, 1.3 billion pounds of zinc, 260,000 ounces of gold, 19 million ounces of silver and 210 million pounds of lead. NovaGold has a solid record of identifying exploration opportunities and bringing value to shareholders by expanding resources through exploration success. NovaGold feels there is excellent potential to expand the existing resources at the Arctic deposit and locate new high-quality resources in nearby areas, as well as identify new exploration targets in the district.


• Nome Operations, which comprises three properties: Rock Creek, Big Hurrah and Nome Gold. The properties are located on the Seward Peninsula in Alaska, an area with historical gold production and well- maintained roads and infrastructure. The most advanced property is Rock Creek, which is currently in care and maintenance. Rock Creek includes a substantially constructed gold mine and hosts 320,000 ounces of gold reserves, 290,000 ounces of indicated resources and 20,000 ounces of inferred resources. Big Hurrah hosts 190,000 ounces of gold reserves, 80,000 ounces of indicated resources and 20,000 of inferred resources, while Nome Gold hosts 1,560,000 ounces of measured and indicated resources with an additional 250,000 ounces of inferred resources. NovaGold is soliciting offers for sale of the Rock Creek project to provide additional information to the Board of Directors to maximize value from this asset and to allow NovaGold to focus its time and resources on its core projects. NovaGold will continue to assess the value of its other assets in the Nome area, which include Big Hurrah, Nome Gold, a sand-and-gravel business and a considerable land package.

NovaGold also holds a portfolio of earlier-stage exploration projects that have not advanced to the resource definition stage.

For the purposes of NI 43-101, NovaGold’s material properties are Donlin Creek and Galore Creek.

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NovaGold Resources Inc.
Proven and Probable Reserves, Measured, Indicated and Inferred Resources for Gold (Au), Silver (Ag), Copper (Cu), Zinc (Zn) and Lead (Pb)
As at January11, 2011

Reserves

Resources (exclusive of Reserves)

Notes:
1. These resource estimates have been prepared in accordance with National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy Resource Classification System, unless otherwise noted.
2. See numbered footnotes below on resource information. Resources shown in blue are reported as net values to NovaGold after all project earn-ins.
3. AuEq - gold equivalent is calculated using gold and silver in the ratio of gold + silver ÷ (US$847 Au ÷ US$17 Ag) 2007 - 2009 average metal prices.
4. Sums may not agree due to rounding.

Resource Footnotes:
(1) The basis for the cut-off grade was an assumed gold price of US$825/oz. The new reserve estimate represents a 15% increase over the 29.3 million ounce reserve estimate contained in the 2009 technical report referenced below, and is based on the inclusion of additional drilling and a US$100/oz increase in long-term gold price assumptions from that used in 2009. The increase in reserves is expected to extend the mine life from 21 years to 25 years at the feasibility production rate, and does not materially change the information contained in the technical report. It is believed that the additional storage capacity provided for in the 2009 feasibility study will accommodate the increase in tailings and that the waste rock storage facility can be modified to contain the additional unmineralized rock material. The Qualified Person for this reserve estimate is Kevin Francis, P.Geo., NovaGold Resources Inc.
(2) The basis for the cut-off grade was an assumed gold price of US$500/oz.
(3) Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred Resources are in addition to Measured and Indicated Resources. Details of Measured and Indicated Resources and other NI 43-101 information can be found by following the links below to the relevant Technical Report. Inferred Resources have a great amount of uncertainty as to their existence and whether they can be mined legally or economically. It cannot be assumed that all or any part of the Inferred Resources will ever be upgraded to a higher category. See "Cautionary Note Concerning Reserve & Resource Estimates" .
(4) A variable cut-off grade has been estimated based on recent estimates of mining costs, processing costs (dependent upon sulfur content), selling costs and royalties. Resources are constrained within a Lerchs -Grossman (LG) open-pit shell using the long-term metal price assumption of US$900/oz of gold, which is a US$50/oz increase over the long-term gold price assumption used in the 2009 technical report. Assumptions for the LG shell included pit slopes variable by sector and pit area: mining cost is variable with depth, averaging US$2.08/t mined; process cost is calculated as the percent sulfur grade x US$2.7948 + US$12.82; general and administrative costs, gold selling cost and sustaining capital are reflected on a per tonne basis. Based on metallurgical testing, gold recovery is assumed to be 89.5% . The Qualified Person for this resource estimate is Kevin Francis, P.Geo., NovaGold Resources Inc.
(5) The copper -equivalent grade was calculated as follows:
CuEq = Recoverable Revenue ÷ 2204.62 ÷ US$1.55 ÷ Cu Recovery. Where: CuEq = Copper equivalent grade; Recoverable Revenue = Revenue in US dollars for recoverable copper, recoverable gold, and recoverable silver using metal prices of Cu US$/lb = 1.550, Au US$/oz = 650, Ag US$/oz = 11. Cu Recovery = Recovery for copper based on mineral zone and total copper grade. The cutoff grade is based on assumptions of offsite concentrate and smelter charges and onsite plant recovery and is used for break-even mill feed/waste selection.
(6) The copper equivalent grade was calculated as follows: CuEq = Recoverable Revenue ÷ 2204.62 * 100 ÷ 1.55. Where: CuEq = Copper equivalent grade; Recoverable Reserves = Revenue in US dollars for recoverable copper, recoverable gold and recoverable silver using metal prices of US$1.55/lb, US$650/oz, and US$11/oz for copper, gold, and silver, respectively; Cu Recovery = 100%
(7) The resource estimate for Rock Creek was completed by Kevin Francis, P.Geo., a qualified person as defined by NI 43-101 and employee of NovaGold.
(8) The basis for the cut-off grade was an assumed gold price of US$500/oz
(9) US$100 gross metal value/tonne cutoff. Gross metal value was calculated based on metal prices of Cu US$2.25/lb, Zn US$1.05/lb, Au US$525/oz, Ag US$9.5/oz and Pb US$0.55/lb applied to each individual grade. The gross metal value is equal to the sum of each grade multiplied by the value of the metal unit. No metallurgical recovery has been applied.
(10) Nome Gold resource is an alluvial deposit, which is reported in cubic meters rather than tonnes, and grams/cubic meter rather than grams/tonne. 85,000 ounces contained within the reported resources may be subject to a royalty.

Cautionary Note Concerning Reserve& Resource Estimates
This summary table uses the term “resources”, “measured resources”, “indicated resources” and “inferred resources” . United States investors are advised that, while such terms are recognized and required by Canadian securities laws, the United States Securities and Exchange Commission (the “SEC”) does not recognize them. Under United States 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. Mineral resources that are not mineral reserves do not have demonstrated economic viability. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the inferred resources will ever be upgraded to a higher category. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations, however, the SEC normally onlypermits issuers to report “resources” as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in this release may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all resource estimates contained in this circular have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System.

Technical Reports and Qualified Persons
The documents referenced below provide supporting technical information for each of the projects included in this Reserve/Resource Table.

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5.        Purpose of the Offer and NovaGold’s Plans for Copper Canyon

Purpose of the Offer

The purpose of the Offer is to enable NovaGold to acquire all of the Copper Canyon Shares. If the conditions of the Offer are satisfied or waived and NovaGold takes up and pays for the Copper Canyon Shares validly deposited under the Offer, NovaGold intends to complete a Compulsory Acquisition and to propose a Subsequent Acquisition Transaction, for consideration per Copper Canyon Shares equal in value to and in the same form as the Offered Consideration. In calculating the value of the consideration offered in any Subsequent Acquisition Transaction, each NovaGold Share shall be deemed to be at least equal in value to each NovaGold Share offered under the Offer. The exact timing and details of any such transaction will depend upon a number of factors, including the number of Copper Canyon Shares acquired by the Offeror pursuant to the Offer. Although it is anticipated any Subsequent Acquisition Transaction will generally be on the terms described herein, it is possible that, as a result of delays in NovaGold’s ability to effect such a transaction, information subsequently obtained by NovaGold, changes in general economic or market conditions or in the business of Copper Canyon, or other currently unforeseen circumstances, such a transaction may not be proposed, may be delayed or abandoned or may be proposed on different terms. NovaGold reserves the right not to undertake a Compulsory Acquisition or to propose a Subsequent Acquisition Transaction, or to propose a Subsequent Acquisition Transaction on terms other than as described herein.

See Section 10 of this Circular, “Acquisition of Copper Canyon Shares Not Deposited Under the Offer”.

Plans for NovaGold and Copper Canyon Following the Completion of the Offer

If the Offer is successful and NovaGold acquires all of the outstanding Copper Canyon Shares, the acquisition of Copper Canyon by NovaGold will consolidate NovaGold’s interest in the Copper Canyon property. Copper Canyon’s principal asset is its 40% joint venture interest in the Copper Canyon copper-gold-silver property that is adjacent to the Galore Creek project, owned equally by NovaGold and Teck through the Galore Creek Partnership. A wholly-owned subsidiary of NovaGold owns the remaining 60% joint venture interest in the Copper Canyon property. This interest is held in trust for the Galore Creek Partnership. NovaGold believes that there may be a benefit from simplifying the ownership structure of the Copper Canyon joint venture and that consolidating ownership of the Copper Canyon property will facilitate development of Galore Creek and could add value to both the Galore Creek and Copper Canyon assets over time.

If permitted by applicable laws, NovaGold intends to cause Copper Canyon to apply to delist the Copper Canyon Shares from the TSXV as soon as practicable after completion of the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction. In addition, if permitted by applicable laws, subsequent to the completion of the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction, NovaGold intends to cause Copper Canyon to cease to be a reporting issuer under the securities laws of Alberta, British Columbia and Saskatchewan.

NovaGold also expects to conduct a review of Copper Canyon’s other assets to determine the extent to which such assets are consistent with NovaGold’s business plans and the steps which shall be taken following closing to integrate such assets into NovaGold or to dispose of such assets. It is anticipated that the current management of NovaGold will manage Copper Canyon in place of Copper Canyon’s current management and that the Copper Canyon Board of Directors will be replaced by nominees of NovaGold. If permitted by applicable law, subsequent to completion of the Offer or a Subsequent Acquisition Transaction, if necessary, NovaGold intends to apply to delist the Copper Canyon Shares from the TSXV.

Treatment of Copper Canyon Options

The Offer is made only for Copper Canyon Shares and is not made for any Copper Canyon Options or other rights to acquire Copper Canyon Shares (other than the SRP Rights). Any holder of such Copper Canyon Options or other rights to acquire Copper Canyon Shares who wishes to accept the Offer should, to the extent permitted by their terms and applicable law, fully exercise or exchange their Copper Canyon Options or other rights in order to obtain certificates representing Copper Canyon Shares that may be deposited in accordance with the terms of the Offer. Any such exercise or exchange must be made sufficiently in advance of the Expiry Date to ensure such holders that they will have certificates representing Copper Canyon Shares available for deposit prior to the Expiry Date in accordance with the procedures referred to in Section 5 of the Offer,

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“Manner of Acceptance — Letter of Transmittal” or in sufficient time to fully comply with the procedures referred to in Section 5 of the Offer, “Manner of Acceptance — Procedure for Guaranteed Delivery”.

If any holder of Copper Canyon Options or other securities of Copper Canyon that are convertible into or exchangeable or exercisable for Copper Canyon Shares does not exercise such Copper Canyon Options or other convertible, exchangeable or exercisable securities before the Expiry Time, such Copper Canyon Options or other convertible, exchangeable or exercisable securities will remain outstanding in accordance with their terms and conditions, including with respect to term to expiry, vesting and exercise prices. If a Subsequent Acquisition Transaction is implemented, it may be structured in a manner so that the holders of Copper Canyon Options will, pursuant to the terms thereof, receive NovaGold Shares upon the proper exercise of the Copper Canyon Options. The number of NovaGold Shares so issued and the exercise price will reflect the exchange ratio used in the Offer. Alternatively, NovaGold may take any other actions available to it to cause the exercise or termination of any remaining Copper Canyon Options.

See Section 10 of this Circular, “Acquisition of Copper Canyon Shares Not Deposited Under the Offer”.

The tax consequences to holders of Copper Canyon Options of exercising or not exercising their Copper Canyon Options are not described in this Circular. Holders of Copper Canyon Options should consult their tax advisors for advice with respect to potential income tax consequences to them in connection with the decision to exercise or not exercise their Copper Canyon Options.

6.        Risk Factors Related to the Offer

The Offer is subject to certain risks and uncertainties, including without limitation those set out in this Section 6. Additional risks and uncertainties relating to NovaGold are discussed or referred to in the Annual Information Form and the management’s discussion and analysis for NovaGold incorporated by reference herein and available on SEDAR at www.sedar.com and available at the SEC website located at www.sec.gov. Additional risks and uncertainties relating to Copper Canyon are discussed or referred to in the documents filed by Copper Canyon with the Canadian securities regulatory authorities and available on SEDAR at www.sedar.com.

The NovaGold Shares issued in connection with the Offer may have a market value different than expected

NovaGold is offering to purchase Copper Canyon Shares on the basis of 0.0425 of a NovaGold Share for each Copper Canyon Share. Therefore, each Copper Canyon Shareholder would be entitled to receive 0.0425 of a NovaGold Share for each Copper Canyon Share tendered, subject to adjustment for fractional shares. Because the exchange ratio will not be adjusted to reflect any changes in the market value of NovaGold Shares, the market values of NovaGold Shares and Copper Canyon Shares at the time of the take up of Copper Canyon Shares under the Offer may vary significantly from the values at the date the offer was announced, the date of this Offer and Circular or the date that Copper Canyon Shareholders tender their Copper Canyon Shares. If the market price of NovaGold Shares declines, the value of the consideration received by Copper Canyon Shareholders will decline as well. Variations may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of NovaGold, market assessments of the likelihood the Offer will be consummated, regulatory considerations, general market, social and economic conditions, changes in laws, political changes, commodity price changes and other factors over which NovaGold has no control. In addition, currency exchange rates may fluctuate and the prevailing exchange rate on the settlement date may be significantly different from the exchange rate on the date of the Offer and Circular or the date that non-Canadian Copper Canyon Shareholders tender their Copper Canyon Shares. These changes may significantly affect the value of the consideration received for tendered Copper Canyon Shares by non-Canadian Copper Canyon Shareholders.

NovaGold has not verified the reliability of the information regarding Copper Canyon included in, or which may have been omitted from, the Offer and Circular

NovaGold has relied exclusively upon publicly available information and records on file for Copper Canyon in connection with the information provided herein. All historical information regarding Copper Canyon contained in the Offer and Circular, including all Copper Canyon financial information and all pro forma financial information reflecting the pro forma effects of a combination of Copper Canyon and NovaGold which are derived in part from Copper Canyon’s financial information, has been derived from Copper Canyon’s publicly available information. Any inaccuracy or material omission in

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Copper Canyon’s publicly available information, including the information about or relating to Copper Canyon and its business, prospects, condition (financial and otherwise) and assets contained in the Offer and Circular, could result in unanticipated liabilities or expenses, increase the cost of integrating the companies or adversely affect the operational plans or prospects of the Combined Company or its business, assets, results of operations and condition (financial or otherwise).

Change of control provisions in Copper Canyon’s agreements triggered upon the acquisition of Copper Canyon may lead to adverse consequences

NovaGold will hold Copper Canyon Shares representing a majority of the voting rights of Copper Canyon if the Offer is successful. Copper Canyon may be a party to agreements or arrangements that contain change of control provisions that may be triggered following completion of the Offer. The operation of these change of control provisions, if triggered, could result in unanticipated expenses and/or cash payments following the consummation of the Offer or adversely affect Copper Canyon’s results of operations and financial condition. Unless these change of control provisions are waived by the other party, the operation of any of these provisions could adversely affect the business, prospects, assets, results of operations and condition (financial or otherwise) of the Combined Company.

The market and listing for Copper Canyon Shares may be affected if NovaGold takes up any Copper Canyon Shares

The purchase of any Copper Canyon Shares by NovaGold under the Offer will reduce the number of Copper Canyon Shares that might otherwise trade publicly, as well as the number of Copper Canyon Shareholders, and, depending on the number of Copper Canyon Shareholders depositing and the number of Copper Canyon Shares purchased under the Offer, successful completion of the Offer would likely adversely affect the liquidity and market value of the remaining Copper Canyon Shares held by the public. After the purchase of the Copper Canyon Shares under the Offer, it may be possible for Copper Canyon to take steps towards the elimination of any applicable public reporting requirements under applicable securities legislation in any province of Canada and in any other jurisdiction in which there is an insignificant number of Copper Canyon Shareholders. See Section 16 of this Circular, “Effect of the Offer on the Market for and Listing of Copper Canyon Shares”.

The rules and regulations of the TSXV establish certain criteria that, if not met, could lead to the delisting of the Copper Canyon Shares from the TSXV. Among such criteria are the number of Copper Canyon Shareholders, the number of shares publicly held and the aggregate market value of the shares publicly held. Depending on the number of Copper Canyon Shares purchased under the Offer, it is possible that the Copper Canyon Shares would fail to meet the criteria for continued listing on the TSXV. If this were to happen, the Copper Canyon Shares could be delisted and this could, in turn, adversely affect the market or result in a lack of an established market for the Copper Canyon Shares. Additionally, to the extent permitted under applicable laws and TSXV rules, NovaGold intends to cause Copper Canyon to apply to delist the Copper Canyon Shares from the TSXV as soon as practicable after the completion of the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction, if necessary. If the Copper Canyon Shares are delisted and Copper Canyon ceases to be a “public corporation” for the purposes of the Tax Act, the Copper Canyon Shares would cease to be qualified investments for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts. Delisting can also have adverse tax consequences to Non-Resident Holders of the Copper Canyon Shares, as described in Section 19 of this Circular, “Certain Canadian Federal Income Tax Considerations”.

After the consummation of the Offer, Copper Canyon would become a majority-owned subsidiary of NovaGold and NovaGold’s interests could differ from those of the Copper Canyon Shareholders

After the consummation of the Offer, NovaGold may, depending on the number of Copper Canyon Shares taken up by NovaGold under the Offer, have the power to elect the directors, appoint new management, or approve certain actions requiring the approval of Copper Canyon Shareholders, including adopting certain amendments to Copper Canyon’s constating documents and approving mergers or sales of Copper Canyon’s assets. In particular, after the consummation of the Offer, NovaGold may integrate Copper Canyon and NovaGold, by amalgamation, capital reorganization, share consolidation, statutory arrangement or other transaction for the purpose of enabling NovaGold or an affiliate of NovaGold to acquire all Copper Canyon Shares not acquired pursuant to the Offer. In any of these contexts, NovaGold’s interests with respect to Copper Canyon may differ from those of any remaining minority Copper Canyon Shareholders who do not deposit their Copper Canyon Shares.

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The acquisition of Copper Canyon by NovaGold may not be successfully completed without the possibility of Copper Canyon Shareholders exercising dissent and appraisal rights in connection with a Subsequent Acquisition Transaction or Compulsory Acquisition

In order for NovaGold to acquire all of the issued and outstanding Copper Canyon Shares, it will likely be necessary, following the completion of the Offer, to effect a Compulsory Acquisition or a Subsequent Acquisition Transaction. A Subsequent Acquisition Transaction may result in Copper Canyon Shareholders having the right to dissent and demand payment of the fair value of their Copper Canyon Shares. If the statutory procedures governing dissent rights are available and are complied with, this right could lead to judicial determination of the fair value required to be paid to such dissenting Copper Canyon Shareholders for their Copper Canyon Shares. There is no assurance that a Subsequent Acquisition Transaction can be completed without Copper Canyon Shareholders exercising dissent rights in respect of a substantial number of Copper Canyon Shares, which could result in additional costs and expenses to NovaGold and the requirement to make a cash payment for such Copper Canyon Shares. A Compulsory Acquisition would give rise to appraisal remedies.

The Offer is conditional upon, among other things, the receipt of any consents and approvals from governments, if required

The Offer is conditional upon, among other things, NovaGold having obtained any government or regulatory approvals, consents and clearances necessary or deemed advisable by NovaGold including, without limitation, those under applicable competition, merger control, antitrust or other similar laws, if any. See Section 2 of the Offer, “Conditions of the Offer”. Based upon an examination of publicly available information relating to the business of Copper Canyon, NovaGold does not expect the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction, as applicable, to give rise to material competition/antitrust concerns or other regulatory consents or approvals, however, NovaGold cannot be assured that no such concerns will arise or consents or approvals will be required and, if required, a substantial delay in obtaining satisfactory approvals or the imposition of unfavourable terms or conditions in the approvals could have an adverse effect on the business, assets, condition (financial or otherwise) or results of operations of NovaGold.

See Section 17 of this Circular, “Regulatory Matters”.

NovaGold may not realize the benefits of the Combined Company’s new properties

As part of its strategy, NovaGold will continue its efforts to explore and develop new properties and will have an expanded portfolio of such properties as a result of the combination with Copper Canyon if the Offer is successful. A number of risks and uncertainties are associated with the exploration and development of these types of properties, including exploration, development, political, social, regulatory, design, construction, labour, operating, technical and technological risks and uncertainties relating to capital and other costs and financing risks.

Copper Canyon Shareholders will realize dilution of their interest

Copper Canyon Shareholders’ ownership interest in NovaGold will be significantly diluted relative to their current ownership interest in Copper Canyon.

See Section 9 of this Circular, “Information About Copper Canyon — Share Capital of Copper Canyon”.

Price and volatility of public stock

The market price of securities of NovaGold has experienced wide fluctuations which may not necessarily be related to the operating performance, underlying asset values or prospects of NovaGold. It may be anticipated that any market for NovaGold Shares will be subject to market trends generally and the value of NovaGold Shares on the TSX and NYSE-AMEX may be affected by such volatility.

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The enforcement of shareholder rights by Copper Canyon Shareholders resident in the United States may be adversely affected by the combination of Copper Canyon and NovaGold

The enforcement by Copper Canyon Shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that NovaGold is incorporated under the laws of the Province of Nova Scotia, Canada, that Copper Canyon is incorporated under the laws of the Province of Alberta, Canada, and that some of both of NovaGold’s and Copper Canyon’s officers and directors are residents of Canada, the Information Agent and Depositary, as well as some or all of the experts named in this Offer and Circular, are residents of countries other than the United States, and that all or a substantial portion of the assets of NovaGold and Copper Canyon and of the above mentioned persons may be located outside of the United States. You may not be able to sue NovaGold, Copper Canyon, or their respective officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel NovaGold, Copper Canyon and their respective affiliates to subject themselves to a U.S. court’s judgment.

Additional Risk Factors

In assessing the Offer, Copper Canyon Shareholders should also carefully review the risks and uncertainties described in NovaGold’s Annual Information Form and its management’s discussion and analysis incorporated by reference herein and filed with certain Canadian securities regulatory authorities. In addition, Copper Canyon may be subject to risks and uncertainties that may or may not be applicable or material to NovaGold at the present time, but that may apply to the Combined Company. Risk factors relating to Copper Canyon can be found in Copper Canyon’s most recent management’s discussion and analysis filed with certain Canadian securities regulatory authorities and available on SEDAR at www.sedar.com.

7.        Summary Historical and Unaudited Pro Forma Consolidated Financial Information

The tables set out below include a summary of (i) NovaGold’s historical consolidated financial information as at and for the fiscal years ended November 30, 2009 and 2008 and as at and for the nine-month periods ended August 31, 2010 and 2009, (ii) unaudited pro forma consolidated financial information for NovaGold giving effect to the proposed acquisition of Copper Canyon as if such had occurred as at August 31, 2010 for the purposes of the pro forma consolidated balance sheet information, and as at December 1, 2008 for the purposes of the pro forma consolidated statements of operations for the fiscal year ended November 30, 2009 and the nine-month period ended August 31, 2010. The historical financial information of NovaGold as at and for the fiscal years ended November 30, 2009 and 2008 has been derived from NovaGold’s audited consolidated financial statements, and the historical financial information of NovaGold as at and for the nine-month periods ended August 31, 2010 and 2009 has been derived from NovaGold’s unaudited interim consolidated financial statements, each of which can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The historical financial information for Copper Canyon as at and for the nine-month period ended September 30, 2010 and the fiscal years ended December 31, 2009 and 2008 has been derived from Copper Canyon’s audited and unaudited consolidated financial statements, which can be found on SEDAR at www.sedar.com. See note 1 of the unaudited pro forma consolidated financial statements attached as Schedule “A” hereto for information as to how the pro forma consolidated financial statements were derived.

The summary unaudited pro forma consolidated financial statement information set forth below should be read in conjunction with the unaudited pro forma consolidated financial statements of NovaGold and the accompanying notes thereto attached as Schedule “A” to the Offer and Circular. The summary unaudited pro forma consolidated financial statement information for NovaGold gives effect to the proposed acquisition of Copper Canyon as if such had occurred as at August 31, 2010 for the purposes of the pro forma consolidated balance sheet information and as at December 1, 2008 for the purposes of the pro forma consolidated statements of operations for the fiscal year ended November 30, 2009 and the nine-month period ended August 31, 2010. In preparing the unaudited pro forma consolidated financial statement information, management of NovaGold has made certain assumptions that affect the amounts reported in the unaudited pro forma consolidated financial statement information. The summary unaudited pro forma consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the transactions contemplated by the Offer will differ from the pro forma information presented below. No attempt has been made to calculate or estimate the effect of harmonization of accounting policies or practices between NovaGold and Copper Canyon due to the limited publicly available information of Copper Canyon. Any potential synergies that may be realized after consummation of the transaction

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have been excluded from the unaudited pro forma consolidated financial statement information. The unaudited pro forma consolidated financial statement information set forth below is extracted from and should be read in conjunction with the unaudited pro forma consolidated financial statements of NovaGold and accompanying notes attached as Schedule “A” to the Offer and Circular.

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Summary of Consolidated Financial Information of NovaGold

Nine month period ended August 31, 2010 and fiscal years ended November 30, 2009 and 2008

In $000’s except per share amounts

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Summary of Unaudited Pro Forma Consolidated Financial Information of NovaGold

Pro forma consolidated balance sheet information as of August 31, 2010

In $000’s

Pro forma consolidated statements of operation information for nine months ended August 31, 2010 and year ended November 30, 2009

In $000’s except per share amounts

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8.        Information About NovaGold

Overview

NovaGold is governed by the NSCA and its principal offices are located at Suite 2300, 200 Granville Street, Vancouver, British Columbia V6C 1S4. The registered and records office is located at Purdy's Wharf Tower II, 1300-1969 Upper Water Street, P.O. Box 730, Halifax, Nova Scotia B3J 2V1.

NovaGold is a precious metals company engaged in the exploration and development of mineral properties situated principally in Alaska, U.S. and British Columbia, Canada. NovaGold is focused on advancing its two core properties, Donlin Creek and Galore Creek. 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 has an established track record of expanding deposits through exploration success and forging collaborative partnerships, both with local communities and with major mining companies. The Donlin Creek project in Alaska, one of the world’s largest undeveloped gold deposits, is held by a limited liability company owned equally by NovaGold and Barrick Gold U.S. Inc. The Galore Creek project in British Columbia, a large copper-gold-silver deposit, is held by a partnership owned equally by NovaGold and Teck. 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’s common shares are listed on the TSX and NYSE-AMEX under the symbol “NG”.

NovaGold is a reporting issuer or the equivalent in all of the provinces of Canada and files its continuous disclosure documents with the relevant Canadian securities regulatory authorities. Such documents are available at www.sedar.com. NovaGold is also a reporting issuer in the United States and has filed a Registration Statement on Form F-8 and certain other documents with the SEC. The Registration Statement and such other documents are available at www.sec.gov.

Authorized and Outstanding Share Capital

NovaGold’s authorized share capital consists of 1,000,000,000 NovaGold Shares without par value and 10,000,000 preferred shares, issuable in series. As at January 12, 2011, there were 232,186,447 NovaGold Shares and no preferred shares issued and outstanding. There are no limitations contained in the articles or bylaws of NovaGold on the ability of a person who is not a Canadian resident to hold NovaGold Shares or exercise the voting rights associated with NovaGold Shares. A summary of the rights of the NovaGold Shares is set forth below.

NovaGold Shares

All of the NovaGold Shares rank equally as to voting rights, participation in a distribution of the assets of NovaGold on a liquidation, dissolution or winding-up of NovaGold and the entitlement to dividends. The holders of the NovaGold Shares are entitled to receive notice of all meetings of shareholders and to attend and vote the shares at the meetings. Each NovaGold Share carries with it the right to one vote. In the event of the liquidation, dissolution or winding-up of NovaGold or other distribution of its assets, the holders of the NovaGold Shares will be entitled to receive, on a pro rata basis, all of the assets remaining after NovaGold has paid out its liabilities. Distributions in the form of dividends, if any, will be set by the board of directors of NovaGold. Provisions as to the modification, amendment or variation of the rights attached to the NovaGold Shares are contained in NovaGold’s articles of association and the Companies Act (Nova Scotia). Generally speaking, substantive changes to the share capital require the approval of the shareholders by special resolution (at least 75% of the votes cast) and in certain cases approval by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights, in which event the resolution must be approved by no less than two-thirds of the votes cast by shareholders who vote in respect of the resolution.

Preferred Shares

NovaGold’s preferred shares may be issued from time to time in one or more series, the number of shares, designation, rights and restrictions of which will be determined by the board of directors of NovaGold. The preferred shares rank ahead of the NovaGold Shares with respect to the payment of dividends and the payment of capital.

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Dividend Policy

NovaGold has not declared or paid any dividends on its common shares since the date of its incorporation. NovaGold intends to retain its earnings, if any, to finance the growth and development of its business and does not expect to pay dividends or to make any other distributions in the near future. The board of directors of NovaGold will review this policy from time to time having regard to NovaGold’s financing requirements, financial condition and other factors considered to be relevant.

Prior Sales

The following table sets out prior sales of NovaGold’s Shares for the 12-month period prior to the date of this Offer:

Common Shares

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Price Range and Trading Volume of NovaGold Shares

The NovaGold Shares are listed and posted for trading on the TSX and the NYSE-AMEX under the symbol “NG”. The following table sets forth, for the periods indicated, the reported high, low and closing trading prices and the aggregate volume of trading of the NovaGold Shares on the TSX.

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The following table sets forth, for the periods indicated, the reported high, low and closing trading prices and the aggregate volume of trading of the NovaGold Shares on the NYSE-AMEX.

NovaGold announced its intention to make an offer for the Copper Canyon Shares before market open on December 20, 2010. On December 17, 2010, the last trading day prior to such announcement, the closing price of NovaGold Shares on the TSX was $14.01 and on NYSE-AMEX was US$14.22.

Pro Forma NovaGold Shares Outstanding and Ownership

(1) Assumes that all of the 4,600,000 outstanding Copper Canyon Options are exercised.

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Consolidated Capitalization

The following table sets forth NovaGold’s consolidated capitalization as at August 31, 2010, adjusted to give effect to any material changes in the share capital of NovaGold since August 31, 2010, the date of NovaGold’s most recent unaudited consolidated financial statements, and further adjusted to give effect to the Offer. The table should be read in conjunction with the pro forma consolidated financial statements and notes attached hereto, the unaudited consolidated financial statements of NovaGold as at and for the nine-month period ended August 31, 2010 including the notes thereto, and management’s discussion and analysis thereof and the other financial information contained in or incorporated by reference in this Offer and Circular.

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(1)        Assumes that all of the outstanding Copper Canyon Options are exercised.

NovaGold will treat the acquisition of Copper Canyon as a business combination using the purchase price method with NovaGold identified as the acquirer.

NovaGold Documents Incorporated by Reference and Further Information

The following documents of NovaGold are specifically incorporated by reference into, and form an integral part of, this Circular:

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Any documents of NovaGold of the type referred to above (excluding confidential material change reports) filed by NovaGold with a securities regulatory authority in Canada on or after the date of this Offer and Circular and prior to the Expiry Time will be deemed to be incorporated by reference into this Circular and will be incorporated into the Registration Statement on Form F-8 of which this Offer and Circular forms a part, by amendment. In addition, to the extent that any document or information incorporated by reference into the Circular is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that is filed with or furnished to the SEC after the date of this Circular, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this Circular forms a part. In addition, we may incorporate by reference into the Circular information from documents that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular or in any subsequently filed document that also is or is deemed to be incorporated herein by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Circular except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Information has been incorporated by reference in this Circular from documents filed with the securities regulatory authority in each of the provinces of Canada. Copies of the documents incorporated by reference in the Circular regarding NovaGold may be obtained on request without charge at NovaGold Resources Inc., Suite 2300, 200 Granville Street, Vancouver, British Columbia V6C 1S4 at (604) 669-6227. For purpose of the Province of Québec, the Circular contains information to be completed by consulting the permanent information record, a copy of which permanent information record may be obtained without charge from the Director, Communications and Investor Relations of NovaGold at the above-mentioned address and telephone number. Copies of documents incorporated by reference or forming part of the permanent information record may be obtained by accessing the website of the Canadian securities regulatory authorities located at www.sedar.com. Information contained in or otherwise accessed through NovaGold’s website, www.novagold.net, or any other website does not form part of this Offer and Circular.

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9.        Information About Copper Canyon

Overview

Copper Canyon is a junior exploration company created by way of Plan of Arrangement with Eagle Plains 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 pursuant to the Arrangement. Copper Canyon’s principal asset is its 40% joint venture interest in the Copper Canyon copper-gold-silver property. A wholly-owned subsidiary of NovaGold owns the remaining 60% joint venture interest in the Copper Canyon property. The Copper Canyon property is adjacent to the Galore Creek project which is owned equally by NovaGold and Teck.

The Copper Canyon Shares are listed and posted for trading on the TSXV under the symbol “CPY”.

Copper Canyon is incorporated under the laws of Alberta, Canada and its corporate administrative office is located at Suite 200, 44 – 12^th Avenue South, Cranbrook, British Columbia V1C 2R7. The telephone number for its corporate and administrative office is (250) 426-0749.

See Section 2 of the Circular, “Copper Canyon”.

Share Capital of Copper Canyon

Copper Canyon is authorized to issue an unlimited number of common shares without par value of which 52,672,545 common shares were issued at December 29, 2010 and an unlimited number of first and second preference shares without par value of which no preference shares were issued at December 29, 2010. Copper Canyon Shareholders are entitled to receive notice of and attend all meetings of Copper Canyon Shareholders with each common share held entitling the holder to one vote on any resolution to be passed at such shareholder meetings. Copper Canyon Shareholders are entitled to dividends if, as and when declared by the Copper Canyon Board of Directors. Copper Canyon Shareholders are entitled upon liquidation, dissolution or winding up of Copper Canyon to receive the remaining assets of Copper Canyon available for distribution to Copper Canyon Shareholders. Copper Canyon Shares include associated SRP Rights under Copper Canyon’s Shareholder Rights Plan.

Price Range and Trading Volume of Copper Canyon Shares

The Copper Canyon Shares are listed and posted for trading on the TSXV under the symbol “CPY”. The following table sets forth, for the periods indicated, the reported high, low and closing trading prices and the aggregate volume of trading of the Copper Canyon Shares on the TSXV.

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NovaGold announced its intention to make an offer for Copper Canyon prior to market open on December 20, 2010. On December 17, 2010, the last trading day prior to such announcement, the closing price of Copper Canyon Shares on the TSXV was $0.42.

10.      Acquisition of Copper Canyon Shares Not Deposited Under the Offer

It is the Offeror’s intention that, if it takes up and pays for Copper Canyon Shares deposited under the Offer, it will enter into one or more transactions to enable NovaGold or an affiliate of NovaGold to acquire all Copper Canyon Shares not acquired pursuant to the Offer. There is no assurance that any such transaction will be completed.

Compulsory Acquisition

If, by the Expiry Time or within 120 days after the Offer, whichever period is shorter, the Offer has been accepted by the holders of not less than 90% of the issued and outstanding Copper Canyon Shares, other than Copper Canyon Shares held by or on behalf of NovaGold or its “affiliates” or “associates” (as defined in the ABCA), and NovaGold acquires such deposited Copper Canyon Shares, then NovaGold intends to acquire, pursuant to the provisions of Part 16 of the ABCA, the remaining Copper Canyon Shares held by each Shareholder who did not accept the Offer and any Person who subsequently acquires any such Copper Canyon Shares (each, a “Dissenting Offeree”) on the same terms (including the Offered Consideration) as the Copper Canyon Shares acquired under the Offer (a “Compulsory Acquisition”).

To exercise this statutory right, NovaGold must give notice in prescribed form (the “NovaGold’s Notice”) to the Dissenting Offerees and Copper Canyon within 60 days after the termination of the Offer and in any event within 180 days after the Offer. Within 20 days of giving NovaGold's Notice, NovaGold must pay or transfer to Copper Canyon the consideration NovaGold would have had to pay to the Dissenting Offerees if they had elected to accept the Offer, to be held in trust for the Dissenting Offerees.

Within 20 days after receipt of NovaGold’s Notice, each Dissenting Offeree must send the certificate(s) evidencing the Copper Canyon Shares held by such Dissenting Offeree to Copper Canyon and must elect either (i) to transfer such Copper Canyon Shares to NovaGold on the terms on which NovaGold acquired Copper Canyon Shares under the Offer; or (ii) to demand payment of the fair value of the Copper Canyon Shares by so notifying NovaGold. If the Dissenting Offeree fails to notify NovaGold within the applicable time period, the Dissenting Offeree will be deemed to have elected to transfer its Copper Canyon Shares to NovaGold on the same terms (including the Offered Consideration) that NovaGold acquired the Copper Canyon Shares under the Offer.

If a Dissenting Offeree has elected to demand payment of the fair value of its Copper Canyon Shares, NovaGold may, within 20 days after NovaGold has paid the money to Copper Canyon, apply to the Court of Queen’s Bench of Alberta (the “Court”) to fix the fair value of the Copper Canyon Shares of that Dissenting Offeree. If NovaGold fails to apply to the Court within 20 days after it made the payment to Copper Canyon, the Dissenting Offeree may then apply to the Court within a further period of 20 days to have the Court fix the fair value. If no such application is made by the Dissenting Offeree or NovaGold within such periods, the Dissenting Offeree will be deemed to have elected to transfer its Copper Canyon Shares to NovaGold on the same terms that NovaGold acquired Copper Canyon Shares from the Copper Canyon Shareholders who accepted the Offer. Any judicial determination of the fair value of the Copper Canyon Shares could be more or less than the amounts paid pursuant to the Offer.

The foregoing is only a summary of the statutory right of Compulsory Acquisition which may become available to NovaGold. The summary is not intended to be complete and is qualified in its entirety by the provisions of Part 16 of the ABCA. Shareholders should refer to Part 16 of the ABCA for the full text of the relevant statutory provisions, and those who wish to be better informed about these provisions should consult their legal advisors. The provisions of Part 16 of the ABCA are complex and require strict adherence to notice and timing provisions, failing which such rights may be lost or altered.

Subsequent Acquisition Transaction

If NovaGold takes up and pays for Copper Canyon Shares validly deposited under the Offer and NovaGold is not entitled to effect or elects not to pursue a Compulsory Acquisition, NovaGold intends to take such action as is necessary, including

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causing a special meeting of Copper Canyon Shareholders to be called to consider a statutory arrangement, involving Copper Canyon and NovaGold, or a subsidiary of Copper Canyon or an affiliate of NovaGold, for the purpose of enabling NovaGold or an affiliate of NovaGold to acquire all Copper Canyon Shares not acquired pursuant to the Offer (a “Subsequent Acquisition Transaction”). Under such a Subsequent Acquisition Transaction, Copper Canyon may continue as a separate subsidiary of NovaGold following the completion of any such transaction. The timing and details of any such transaction will depend on a number of factors, including the number of Copper Canyon Shares acquired pursuant to the Offer. If NovaGold takes up and pays for 662/3% of the Copper Canyon Shares issued and outstanding on a fully-diluted basis, under the Offer, NovaGold will own sufficient Copper Canyon Shares to effect a Subsequent Acquisition Transaction. NovaGold reserves the right, in its sole discretion, not to complete a Subsequent Acquisition Transaction.

MI 61-101 may deem a Subsequent Acquisition Transaction to be a “business combination” if such Subsequent Acquisition Transaction would result in the interest of a holder of Copper Canyon Shares being terminated without the consent of the holder, irrespective of the nature of the consideration provided in substitution therefor. The Offeror expects that any Subsequent Acquisition Transaction relating to Copper Canyon Shares will be a “business combination” under MI 61-101. In certain circumstances, the provisions of MI 61-101 may also deem certain types of Subsequent Acquisition Transactions to be “related party transactions”. However, if the Subsequent Acquisition Transaction is a “business combination” carried out in accordance with MI 61-101 or an exemption therefrom, the “related party transaction” provisions therein do not apply to such transaction.

MI 61-101 provides that, unless exempted, a corporation proposing to carry out a business combination is required to prepare a valuation of the affected securities (and any non-cash consideration being offered therefor) and provide to the holders of the affected securities a summary of such valuation. The Offeror currently intends to rely on available exemptions (or, if such exemptions are not available, to seek waivers pursuant to MI 61-101 exempting Copper Canyon and the Offeror or one or more of its affiliates, as appropriate) from the valuation requirements of MI 61-101. An exemption is available under MI 61-101 for certain business combinations completed within 120 days after the Expiry Date provided that the consideration under such transaction is at least equal in value to and is in the same form as the consideration that tendering securityholders were entitled to receive in the take-over bid and provided that certain disclosure is provided in the Circular (and which disclosure has been provided herein). The Offeror expects that these exemptions will be available.

Depending on the nature and terms of the Subsequent Acquisition Transaction, the provisions of the ABCA and Copper Canyon’s constating documents require the approval of 662/3% of the votes cast by holders of the outstanding Copper Canyon Shares at a meeting duly called and held for the purpose of approving the Subsequent Acquisition Transaction. MI 61-101 would also require that, in addition to any other required security holder approval, in order to complete a business combination, the approval of a simple majority of the votes cast by “minority” holders of each class of affected securities must be obtained unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities. If, however, following the Offer, the Offeror is the registered holder of 90% or more of the Copper Canyon Shares at the time the Subsequent Acquisition Transaction is initiated, the requirement for minority approval would not apply to the transaction if an enforceable appraisal right or substantially equivalent right is made available to minority Copper Canyon Shareholders.

In relation to the Offer and any business combination, the “minority” Copper Canyon Shareholders will be, unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities, all Copper Canyon Shareholders other than the Offeror, any interested party (within the meaning of MI 61-101), a “related party” of an “interested party”, unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither “interested parties” nor “issuer insiders” (in each case within the meaning of MI 61-101) of the issuer, and any “joint actor” (within the meaning of MI 61-101) with any of the foregoing persons. MI 61-101 also provides that the Offeror may treat Copper Canyon Shares acquired under the Offer as “minority” shares and vote them, or to consider them voted, in favour of such business combination if, among other things (a) the business combination is completed not later than 120 days after the Expiry Date; (b) the consideration per security in the business combination is at least equal in value to and in the same form as the consideration paid under the Offer; (c) certain disclosure is provided in the Circular (and which disclosure is provided herein); and (d) the Copper Canyon Shareholder who tendered such Copper Canyon Shares to the Offer was not (i) a “joint actor” (within the meaning of MI 61-101) with the Offeror in respect of the Offer, (ii) a direct or indirect party to any “connected transaction” (within the meaning of MI 61-101) to the Offer, or (iii) entitled to receive, directly or indirectly, in connection with the Offer, a “collateral benefit” (within the meaning of MI 61-101) or consideration

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per Copper Canyon Share that is not identical in amount and form to the entitlement of the general body of holders in Canada of Copper Canyon Shares.

The Offeror currently intends (i) that the consideration offered per Copper Canyon Share under any Subsequent Acquisition Transaction proposed by it would be equal in value to and in the same form as the Offered Consideration paid to Copper Canyon Shareholders under the Offer (provided that, in calculating the value of the consideration offered in any Subsequent Acquisition Transaction, each NovaGold Share shall be deemed to be at least equal in value to each NovaGold Share offered under the Offer); (ii) that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Date; and (iii) to cause any Copper Canyon Shares acquired under the Offer to be voted in favour of any such Subsequent Acquisition Transaction and, where permitted by MI 61-101, to be counted as part of any minority approval required in connection with any such transaction.

Any Subsequent Acquisition Transaction may also result in Copper Canyon Shareholders having the right to dissent in respect thereof and demand payment of the fair value of their Copper Canyon Shares. The exercise of such right of dissent, if certain procedures are complied with by the Copper Canyon Shareholder, could lead to a judicial determination of fair value required to be paid to such dissenting Copper Canyon Shareholder for its Copper Canyon Shares. The fair value so determined could be more or less than the amount paid per Copper Canyon Share pursuant to such transaction or pursuant to the Offer.

If NovaGold proposes a Subsequent Acquisition Transaction but cannot promptly obtain any required approval or exemption, or cannot otherwise complete a Subsequent Acquisition Transaction, NovaGold will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable laws, purchasing additional Copper Canyon Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or from Copper Canyon, or taking no further action to acquire additional Copper Canyon Shares. Any additional purchases of Copper Canyon Shares could be at a price greater than, equal to or less than the value of the Offered Consideration to be paid for Copper Canyon Shares under the Offer and could be for cash and/or securities or other consideration. Alternatively, NovaGold may sell or otherwise dispose of any or all Copper Canyon Shares acquired pursuant to the Offer or otherwise. Such transactions may be effected on terms and at prices then determined by NovaGold, which may vary from the terms and the value of the Offered Consideration.

The tax consequences to a Copper Canyon Shareholder of a Subsequent Acquisition Transaction may differ significantly from the tax consequences to such Copper Canyon Shareholder of accepting the Offer. See Section 19 of this Circular, “Certain Canadian Federal Income Tax Considerations” and Section 20 of this Circular, “Certain U.S. Income Tax Consequences”. Copper Canyon Shareholders should consult their legal advisors for a determination of their legal rights with respect to a Subsequent Acquisition Transaction if and when proposed.

Judicial Developments

On February 1, 2008, MI 61-101 came into force in the Provinces of Ontario and Québec, introducing harmonized requirements for enhanced disclosure, independent valuations and minority securityholder approval for specified types of transactions. See “Subsequent Acquisition Transaction” above.

Certain judicial decisions may be considered relevant to any business combination that may be proposed or effected subsequent to the expiry of the Offer. Canadian courts have, in a few instances, granted preliminary injunctions to prohibit transactions involving business combinations. The current trend in both legislation and Canadian jurisprudence is toward permitting business combinations to proceed, subject to evidence of procedural and substantive fairness in the treatment of minority Copper Canyon Shareholders.

Copper Canyon Shareholders should consult their legal advisors for a determination of their legal rights with respect to any transaction that may constitute a business combination.

11.      Ownership of and Trading in Securities of Copper Canyon and Benefits from the Offer

NovaGold and its affiliates beneficially own, directly or indirectly, 600,000 Copper Canyon Shares. Aside from the foregoing, no securities of Copper Canyon are currently owned beneficially, directly or indirectly, nor is control or direction

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currently exercised over any securities of Copper Canyon, by the Offeror or its directors or senior officers except for 23,000 Copper Canyon Shares owned by Rick Van Nieuwenhuyse, President and Chief Executive Officer of NovaGold, or, to the knowledge of such directors and senior officers after reasonable inquiry, by (a) any associate of a director or senior officer of NovaGold, (b) any person holding more than 10% of any class of NovaGold’s equity securities, or (c) any person acting jointly or in concert with NovaGold.

During the six-month period preceding the date of the Offer, no securities of Copper Canyon have been traded by: (a) the Offeror, (b) any director or senior officer of the Offeror, or (c) to the knowledge of the directors and senior officers of the Offeror, after reasonable inquiry, by (i) any associate of the directors or senior officers of the Offeror, (ii) any person or company holding more than 10% of any class of equity securities of the Offeror, or (iii) any person or company acting jointly or in concert with the Offeror.

No person referred to under this Section 11 will receive any direct or indirect benefit from the consummation of the Offer or from accepting or refusing to accept the Offer, other than the consideration available to any Copper Canyon Shareholder who participates in the Offer.

12.      Commitments to Acquire Securities of Copper Canyon

Except pursuant to the Offer, none of the Offeror or any director or senior officer of the Offeror, or to the knowledge of the directors and senior officers of the Offeror after reasonable inquiry, (a) any associate of a director or senior officer of the Offeror, (b) any person holding more than 10% of any class of the Offeror’s equity securities or, (c) any person acting jointly or in concert with the Offeror, has entered into any arrangement, agreement, commitment or understanding to acquire any equity securities of Copper Canyon.

13.      Arrangements, Agreements, Commitments or Understandings

There are no arrangements, agreements, commitments or understandings made or proposed to be made between the Offeror and any of the directors or senior officers of Copper Canyon and no payments or other benefits are proposed to be made or given by the Offeror to such directors or senior officers as compensation for loss of office or as compensation for remaining in or retiring from office if the Offer is successful. There are no contracts, arrangements or understandings, formal or informal, between NovaGold and any securityholder of Copper Canyon with respect to the Offer or between NovaGold and any person or company with respect to any securities of Copper Canyon in relation to the Offer.

14.      Benefits from the Offer

To the knowledge of NovaGold, there are no direct or indirect benefits of accepting or refusing to accept the Offer, that will accrue to any director or senior officer of Copper Canyon, to any associate of a director or senior officer of Copper Canyon, to any person or company holding more than 10% of any class of equity securities of Copper Canyon or to any person action “jointly or in concert” with NovaGold, other than those that will accrue to Copper Canyon Shareholders generally. Certain Copper Canyon Options and other securities of Copper Canyon that are convertible into or exchangeable or exercisable for Copper Canyon Shares that are not currently convertible into or exchangeable or exercisable for Copper Canyon Shares may become convertible into or exchangeable or exercisable for Copper Canyon Shares upon the completion of the Offer and certain officers or employees of Copper Canyon may be entitled to additional compensation or benefits under employment or management contracts in connection with the completion of the Offer.

15.      Material Changes and Other Information

NovaGold has no information that indicates any material change in the affairs of Copper Canyon has occurred since the date of the last published financial statements of Copper Canyon, other than the making of this Offer by NovaGold and such other material changes as have been publicly disclosed by Copper Canyon. NovaGold has no knowledge of any material fact concerning securities of Copper Canyon that has not been generally disclosed by Copper Canyon or any other matter that has not previously been generally disclosed but which would reasonably be expected to affect the decision of Copper Canyon Shareholders to accept or reject the Offer.

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16.      Effect of the Offer on the Market for and Listing of Copper Canyon Shares

The purchase of Copper Canyon Shares by the Offeror pursuant to the Offer will reduce the number of Copper Canyon Shares that might otherwise trade publicly and will reduce the number of holders of Copper Canyon Shares and, depending on the number of Copper Canyon Shares acquired by the Offeror, could adversely affect the liquidity and market value of the remaining Copper Canyon Shares held by the public.

The rules and regulations of the TSXV establish certain criteria which, if not met, could, upon successful completion of the Offer, lead to the delisting of the Copper Canyon Shares from the TSXV. Among such criteria is the number of Copper Canyon Shareholders, the number of Copper Canyon Shares publicly held and the aggregate market value of the Copper Canyon Shares publicly held. Depending on the number of Copper Canyon Shares purchased under the Offer, it is possible that the Copper Canyon Shares would fail to meet the criteria for continued listing on the TSXV. If this were to happen, the Copper Canyon Shares could be delisted and this could, in turn, adversely affect the market or result in a lack of an established market for such Copper Canyon Shares.

If permitted by applicable law, subsequent to completion of the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction, if necessary, the Offeror intends to apply to delist the Copper Canyon Shares from the TSXV. If the Copper Canyon Shares are delisted from the TSXV, the extent of the public market for the Copper Canyon Shares and the availability of price or other quotations would depend upon the number of Copper Canyon Shareholders, the number of Copper Canyon Shares publicly held and the aggregate market value of the Copper Canyon Shares remaining at such time, the interest in maintaining a market in Copper Canyon Shares on the part of securities firms, whether Copper Canyon remains subject to public reporting requirements in Canada and other factors.

After the purchase of the Copper Canyon Shares under the Offer, Copper Canyon may cease to be subject to the public reporting and proxy solicitation requirements of the ABCA and the securities laws of Canada or may request to cease to be a reporting issuer or its equivalent under the securities laws of Canada and other applicable jurisdictions.

17.      Regulatory Matters

The Offeror’s obligation to take up and pay for Copper Canyon Shares tendered under the Offer is conditional upon all required regulatory approvals having been obtained on terms satisfactory to the Offeror, acting reasonably. NovaGold does not currently intend to take up and pay for Copper Canyon Shares pursuant to the Offer unless NovaGold has obtained, on terms acceptable to it, all approvals, consents and clearances required or deemed appropriate by NovaGold in respect of the purchase of the Copper Canyon Shares under any applicable competition, merger control, antitrust or other similar law or regulation in jurisdictions material to the operations of NovaGold or Copper Canyon.

The distribution of the NovaGold Shares under the Offer is being made pursuant to statutory exemptions from the prospectus and dealer registration requirements under applicable Canadian securities laws. While the resale of NovaGold Shares issued under the Offer is subject to restrictions under the securities laws of certain Canadian provinces and territories, Copper Canyon Shareholders in such provinces and territories generally will be able to rely on statutory exemptions from such restrictions.

A Registration Statement on Form F-8 has been filed with the SEC registering the NovaGold Shares in connection with their offer and sale to Copper Canyon Shareholders pursuant to the Offer as required by the U.S. Securities Act. The resale of NovaGold Shares by persons that are not affiliates (as defined in Rule 144 under the U.S. Securities Act) of NovaGold will not be required to be registered in the United States. However, NovaGold Shares acquired by affiliates (as defined in Rule 144 under the U.S. Securities Act) of NovaGold may be resold only in a transaction registered under the U.S. Securities Act, or in accordance with the requirements of Rule 144 or another exemption from the registration requirements of the U.S. Securities Act, or in an offshore transaction not subject to those requirements. In general, an affiliate for this purpose is an officer or director of the Offeror or a shareholder who beneficially owns more than 10% of the outstanding NovaGold Shares.

This document does not constitute a registration statement covering resales of securities by persons who are otherwise restricted from selling their shares under the U.S. Securities Act.

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The Offer is being made in compliance with applicable Canadian and U.S. rules governing take-over bids and tender offers, respectively, or applicable exemptions therefrom.

The United States Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) requires, among other things, that participants in certain proposed business transactions notify the U.S. Federal Trade Commission and the Antitrust Division of the U.S Justice Department at least 30 days prior to the consummation of such transaction. Based upon an examination of the information publicly available relating to Copper Canyon’s business, NovaGold believes that the Offer will not be required to be reviewed by the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission under the HSR Act.

Pursuant to U.S. state securities laws, NovaGold will not be permitted to take up and pay for Copper Canyon Shares owned by a U.S. resident until the Offer and sale in the state such person is resident in has been registered with the applicable state regulatory agency or an exemption from such registration is available. In this regard, NovaGold intends to file the appropriate forms to qualify the Offer in all states in which Copper Canyon Shareholders reside. There can be no assurance that all states will approve the offer and sale.

18.      Shareholder Rights Plan

The following is only a summary of the material provisions of the Shareholder Rights Plan of Copper Canyon obtained exclusively from Copper Canyon’s publicly available disclosure and is not meant to be a substitute for the information in the Shareholder Rights Plan.

The Shareholder Rights Plan was ratified by Copper Canyon’s Shareholders at Copper Canyon’s annual general and special meeting of Copper Canyon Shareholders held on June 13, 2007. The Shareholder Rights Plan will expire on June 13, 2012, unless reconfirmed by Copper Canyon Shareholders prior to that date. Copper Canyon made a copy of the Shareholder Rights Plan public on SEDAR at www.sedar.com. Set out below is a description of the Shareholder Rights Plan based exclusively on publicly available disclosure filed by Copper Canyon with the Canadian securities regulatory authorities.

Pursuant to the Shareholder Rights Plan, Copper Canyon issued one right (an “SRP Right”) in respect of each Copper Canyon Common Share (as defined the Shareholder Rights Plan) outstanding as of April 20, 2007 and authorized the issue of one SRP Right for each Copper Canyon Share issued thereafter. The SRP Rights are attached to the Copper Canyon Shares and are not exercisable until the “Separation Time”, which is defined in the Shareholder Rights Plan to mean the close of business on the 10th “Trading Day” (as defined in the Shareholder Rights Plan) after the earlier of: (i) the first date of public announcement that a person has become an Acquiring Person (as described below); (ii) the date of the commencement of or first public announcement of the intent of any person to commence a “Take-Over Bid” (as defined in the Shareholder Rights Plan) other than a “Permitted Bid” (as defined in the Shareholder Rights Plan) or a “Competing Permitted Bid” (as defined in the Shareholder Rights Plan); or such earlier or later time as may be determined by the Copper Canyon Board of Directors.

After the Separation Time, each SRP Right entitles the holder to purchase one Copper Canyon Share at a price (the “SRP Exercise Price”) of one half of the Market Price (as defined in the Shareholder Rights Plan) (subject to adjustment in certain circumstances). Pursuant to the Shareholder Rights Plan, if a person (an “Acquiring Person”) becomes the “Beneficial Owner” (as defined in the Shareholder Rights Plan) of 20% or more of the outstanding Copper Canyon Shares other than as a result of certain exempt transactions (including acquisitions pursuant to a Permitted Bid or Competing Permitted Bid) (a “Flip-In Event”), then after the close of business on the 10^th Trading Day (or such later day as the Copper Canyon Board of Directors may determine) after the first date of public announcement by Copper Canyon or an Acquiring Person that an Acquiring Person has become such, each SRP Right will constitute the right to purchase from Copper Canyon upon exercise thereof that number of Copper Canyon Shares having an aggregate Market Price (as defined below) on the date of consummation or occurrence of such Flip-In Event equal to twice the SRP Exercise Price for a cash amount equal to the SRP Exercise Price, subject to anti-dilution adjustment (thereby effectively acquiring the right to purchase Copper Canyon Shares at a 50% discount). However, SRP Rights held by an Acquiring Person or certain parties related to an Acquiring Person or acting jointly or in concert with an Acquiring Person and certain transferees, would become void upon the occurrence of a Flip-In Event. The result would be to significantly dilute the shareholdings of any Acquiring Person. “Market Price” for a security on any date of determination means the average of the daily closing prices per share of such securities on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date (subject to adjustment in certain circumstances).

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Until the Separation Time (or the earlier termination or expiration of the SRP Rights), the SRP Rights will be evidenced by the certificates representing the associated Copper Canyon Shares and will be transferable only together with the associated Copper Canyon Shares. After the Separation Time, separate certificates evidencing the SRP Rights (the “Rights Certificates”), together with a disclosure statement describing the SRP Rights, are required to be mailed to holders of record of the SRP Rights (other than an Acquiring Person) as of the Separation Time. NovaGold has no reason to believe that the Copper Canyon Board of Directors will allow the Separation Time to occur prior to the Expiry Time, but no assurances can be given by NovaGold in that regard.

The above provisions of the Shareholder Rights Plan do not apply to certain types of transactions, including “Permitted Bids”. A “Permitted Bid” is a Take-Over Bid which, among other things, is made by take-over bid circular to all Copper Canyon Shareholders of record, other than the offeror, remains open for at least 60 days and provides that no Copper Canyon Shares may be taken up unless more than 50% of the aggregate of the then outstanding Copper Canyon Shares held by Independent Copper Canyon Shareholders (as defined in the Shareholder Rights Plan) have been deposited and not withdrawn. Once this condition has been satisfied, the offeror under a Permitted Bid must make a public announcement of the date the Take-Over Bid would otherwise expire and extend the bid for a period of not less than 10 Business Days (as defined in the Shareholder Rights Plan). The Offer is not a Permitted Bid for the purposes of the Shareholder Rights Plan. Accordingly, in order for the Offer to proceed, the Shareholder Rights Plan must be terminated or some action must be taken by the Copper Canyon Board of Directors or by a securities commission or court of competent jurisdiction to remove the effect of the Shareholder Rights Plan and permit the Offer to proceed.

Under the Shareholder Rights Plan, the Copper Canyon Board of Directors may, prior to the occurrence of a Flip-In Event, determine, upon prior written notice to the Rights Agent, to waive the application of the plan to any particular Flip-In Event.

19.      Certain Canadian Federal Income Tax Considerations

The following is a summary of the principal Canadian federal income tax considerations of the Offer generally applicable to shareholders who, for the purposes of the Tax Act and at all relevant times, (i) deal and will deal at arm’s length with both NovaGold and Copper Canyon, (ii) are not affiliated with either NovaGold or Copper Canyon, and (iii) hold their Copper Canyon Shares as capital property. Copper Canyon Shares will generally be considered capital property to a shareholder unless the shareholder holds the Copper Canyon Shares in the course of carrying on business of buying and selling securities or has acquired the Copper Canyon Shares in a transaction or transactions considered to be an adventure in the nature of trade. Shareholders who are resident in Canada for purposes of the Tax Act and whose Copper Canyon Shares might not otherwise qualify as capital property may be entitled to make the irrevocable election provided by subsection 39(4) of the Tax Act to have such shares and every “Canadian security” (as defined in the Tax Act) owned by such holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property.

This summary does not address income tax considerations applicable to (i) directors, officers or other insiders of NovaGold, Copper Canyon or related companies, (ii) persons who hold Copper Canyon Shares or will hold Copper Canyon Shares subject to escrow, trading or other restrictions that might affect the value thereof (iii) holders of Copper Canyon Options, and (iv) a Copper Canyon Shareholder that is a “foreign affiliate” for purposes of the Tax Act, of a tax person resident in Canada . The summary addresses the tax considerations applicable to the shareholders of NovaGold and Copper Canyon only to the extent expressly set out herein.

This summary does not apply to a shareholder that (i) is a “financial institution” for the purposes of the mark-to-market rules contained in the Tax Act; or (ii) is a “specified financial institution” or “restricted financial institution” (as defined in the Tax Act); or (iii) an interest in which would be a “tax shelter investment” (as defined in the Tax Act); or (iv) who has acquired Copper Canyon Shares upon the exercise of an employee stock option; or (v) to whom the functional currency reporting rules contained in the Tax Act would apply. Such shareholders should consult their own tax advisors. This summary is based on the current provisions of the Tax Act, the regulations thereunder, all proposals to amend the Tax Act or the regulations publicly announced by the federal Minister of Finance (Canada) prior to the date hereof, and the understanding of Blake, Cassels & Graydon LLP of the current published administrative practices of the Canada Revenue Agency (“CRA”). It has been assumed that all currently proposed amendments will be enacted as proposed and that there will be no other relevant changes to the Tax Act or other applicable law or policy, although no assurance can be given in these respects.

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This summary is of a general nature only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular shareholder. The tax consequences to any particular shareholder will depend on a variety of factors including the shareholder’s own particular circumstances. Therefore, all shareholders and all persons affected by the Offer should consult their own tax advisors with respect to their particular circumstances. An advance income tax ruling has not been obtained with respect to the transactions contemplated herein.

Shareholders Resident in Canada

The following portion of the summary is generally applicable to a Copper Canyon Shareholder who, at all relevant times, for the purposes of the Tax Act is, or is deemed to be, a resident of Canada (“Resident Holder”).

Exchange of Copper Canyon Shares Pursuant to the Offer

A Resident Holder who receives NovaGold Shares in exchange for Copper Canyon Shares pursuant to the Offer, will realize a tax-deferred rollover on the exchange, except where the Resident Holder chooses to recognize a capital gain or capital loss on the exchange as described in the immediately following paragraph. By virtue of such rollover, the Resident Holder will be considered to have disposed of the Copper Canyon Shares for proceeds of disposition equal to the aggregate adjusted cost base to the Resident Holder immediately before the exchange, and to have acquired the NovaGold Shares received on the exchange, at a cost equal to such aggregated adjusted cost base. If the Resident Holder owns other NovaGold Shares the adjusted cost base of all such NovaGold Shares, including those received on the exchange, will be averaged subject to detailed rules contained in the Tax Act.

A Resident Holder who chooses to include in computing the Resident Holder’s income any portion of the gain or loss from the exchange will be considered to have disposed of his or her Copper Canyon Shares for proceeds of disposition equal to the fair market value, at the time of acquisition, of the NovaGold Shares acquired by such Resident Holder on the exchange. As a result, the Resident Holder will realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregated adjusted cost base to the Resident Holder of the Copper Canyon Shares. The cost to such Resident Holder of NovaGold Shares acquired on the exchange will be equal to the fair market value of those shares at the time of acquisition. If the Resident Holder owns other NovaGold Shares the adjusted cost base of all such NovaGold Shares, including those received on the exchange, will be averaged subject to detailed rules contained in the Tax Act. The general tax treatment of capital gains and capital losses is the same as discussed below under the heading “Taxation of Capital Gains and Losses on the Exchange and on the Disposition of NovaGold Shares”.

Taxation of Capital Gains and Losses on the Exchange and on the Disposition of NovaGold Shares

One-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year will be included in the holder’s income for the year. One-half of any capital loss (an “allowable capital losses”) realized by the Resident Holder in a year may be deducted against taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back up to three taxation years or carried forward indefinitely, and deducted against net taxable capital gains in those other years, to the extent and in the circumstances specified in the Tax Act.

If the Resident Holder is a corporation, the amount of any capital loss arising from a disposition or deemed disposition of a share may be reduced by the amount of certain dividends received or deemed to be received by the corporation on the share, to the extent and under circumstances specified by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns shares, or where a trust or partnership of which a corporation is a beneficiary or member, respectively, is a member of a partnership or a beneficiary of a trust that owns shares.

A Resident Holder that is a Canadian-controlled private corporation throughout the relevant taxation year may be subject to a refundable tax of 62/3% on its aggregate investment income for the year, which will include an amount in respect of taxable capital gains. This additional tax will be refunded to the holder at the rate of $1 for every $3 of taxable dividends paid while it’s a private corporation.

Where the Resident Holder is an individual or a trust, other than certain specified trusts, the realization of a capital gain may result in a liability for alternative minimum tax under the Tax Act.

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Taxation of Dividends on NovaGold Shares

In the case of a Resident Holder who is an individual, dividends received or deemed to be received on NovaGold Shares will be included in computing the individual’s income and will be subject to the gross-up and dividend tax credit rules, normally applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules applicable to dividends designated by NovaGold as “eligible dividends” for purposes of the Tax Act.

In the case of a Resident Holder that is a corporation, subject to the application of subsection 55(2) of the Tax Act, dividends received or deemed to be received on NovaGold Shares will be included in computing the corporation’s income and will generally be deductible in computing its taxable income.

Subsection 55(2) of the Tax Act provides that where a Resident Holder that is a corporation would otherwise be deemed to receive a dividend, in certain circumstances, the deemed dividend may be deemed to not be received as a dividend and instead may be treated as proceeds of disposition of the NovaGold Shares or any shares of a taxable Canadian corporation issued as consideration for the NovaGold Shares for purposes of computing the Resident Holder’s capital gain or capital loss. Resident Holders that are corporations should consult their own tax advisors in this regard.

A “private corporation” or a “subject corporation” (as such terms are defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax of 331/3% on dividends received or deemed to be received on NovaGold Shares, to the extent that such dividends are deductible in computing the corporation’s taxable income. This refundable tax is generally refunded to the corporate holder at the rate of $1 for every $3 of taxable dividends paid, while it is a private corporation.

Copper Canyon Shares Not Deposited by Resident Holders

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Shareholders Not Resident in Canada

The following part of the summary applies, subject to all provisos and assumptions set out above, to a shareholder, who participates in the Offer, and who for the purposes of the Tax Act is not and has never been resident or deemed a resident of Canada and does not, and will not at any relevant time, use or hold any shares of NovaGold or Copper Canyon in carrying on, or otherwise in connection with, a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Holders should consult their own tax advisors.

Non-Resident Holders Who Participate in the Offer

A Non-Resident Holder who receives NovaGold Shares in exchange for Copper Canyon Shares pursuant to the Offer, will realize a tax-deferred rollover on the exchange, except where the Non-Resident Holder chooses to recognize a capital gain or capital loss on the exchange as described in the disclosure provided to Resident Holders in Canada titled “Exchange of Copper Canyon Shares Pursuant to the Offer”. By virtue of such rollover, the Non-Resident Holder will be considered to have disposed of the Copper Canyon Shares for proceeds of disposition equal to the aggregate adjusted cost base to the NonResident Holder of the Copper Canyon Shares immediately before the exchange, and to have acquired the NovaGold Shares received on the exchange, at a cost equal to such aggregated adjusted cost base. If the Non-Resident Holder owns other NovaGold Shares the adjusted cost base of all such NovaGold Shares will be averaged subject to detailed rules contained in the Tax Act.

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A Non-Resident Holder who chooses to include in computing the Non-Resident Holder’s income any portion of the gain or loss from the exchange will be considered to have disposed of his or her Copper Canyon Shares for proceeds of disposition equal to the fair market value at the time of acquisition of the NovaGold Shares acquired by such Non-Resident Holder on the exchange. As a result, the Non-Resident Holder will realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregated adjusted cost base to the Non-Resident Holder of the Copper Canyon Shares. The cost to such Non-Resident Holder of NovaGold Shares acquired on the exchange will be equal to the fair market value of those shares at the time of acquisition. If the Non-Resident Holder owns other NovaGold Shares the adjusted cost base of all such NovaGold Shares will be averaged subject to detailed rules contained in the Tax Act.

A Non-Resident Holder who chooses to include in computing the Non-Resident Holder’s income any portion of the gain or loss from the exchange will not be subject to tax under the Tax Act on any capital gains realized on the exchange of the Copper Canyon Shares, provided that the shares exchanged do not constitute “taxable Canadian property” (as defined in the Tax Act), of the Non-Resident Holder at the time of the exchange, or if any applicable income tax treaty exempts any capital gain from tax under the Tax Act. A Non-Resident Holder whose Shares are “taxable Canadian property” (and are not exempt from tax on capital gains pursuant to an applicable tax treaty) will generally be subject to the same tax consequences as a Resident Holder who exchanges the Copper Canyon Shares pursuant to the Offer and chooses to include in computing their income a portion of the gain or loss from the exchange, as discussed above.

Generally, a share of a Canadian resident corporation listed on a designated stock exchange (which includes the TSXV) owned by a Non-Resident Holder will not be “taxable Canadian property” of that Non-Resident Holder unless at any time during the 60-month period immediately preceding the disposition (i) the Non-Resident Holder, persons with whom the NonResident Holder does not deal at arm’s length, or the Non-Resident Holder together with all such persons, has owned 25% or more of the shares of any class or series of the corporation; and (ii) more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act), or options in respect of, interests in, or civil law rights in such properties. Shares acquired in certain transactions may also be deemed to be taxable Canadian property of the Non-Resident Holder.

For the purpose of the exchange, the Copper Canyon Shares, owned by a Non-Resident Holder at the time of the exchange will be considered “excluded property” for purposes of section 116 of the Tax Act. Therefore, should the Copper Canyon Shares be “taxable Canadian property” to a Non-Resident Holder, there is no amount to be withheld by NovaGold on account of any Canadian tax liability at the time of the exchange, nor is there an obligation for the Non-Resident Holder to obtain a clearance certificate from the CRA in respect of the proposed exchange.

After the exchange where the Copper Canyon Shares were “taxable Canadian property” to the Non-Resident Holder, the NovaGold Shares issued on the exchange will be deemed to be “taxable Canadian property” to the Non-Resident Holder at any time that is within 60 months after the exchange.

Disposition of NovaGold Shares by a Non-Resident Holder

Any capital gain realized by a Non-Resident Holder on the disposition or deemed disposition of NovaGold Shares, acquired pursuant to the exchange or otherwise, will not be subject to tax under the Tax Act provided that the shares do not constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder, at the time of disposition, or where an applicable income tax treaty exempts the capital gain from tax under the Tax Act.

In the case of NovaGold Shares that are “taxable Canadian property” owned by a Non-Resident Holder, where any capital gain that would be realized on the disposition of the share is not exempt from tax under the Tax Act or pursuant to an applicable income tax treaty, the consequences discussed above under “Taxation of Capital Gains and Losses on the Exchange and on the Disposition of NovaGold Shares” for Resident Holders, will generally apply.

On the assumption, that at the time of the disposition of the NovaGold Shares by the Non-Resident Holder, the NovaGold Shares are “taxable Canadian property” but “excluded property” as defined in section 116 of the Tax Act, then there is no Canadian tax liability to be withheld by NovaGold at the time of the disposition, nor is there an obligation for a Non-Resident Holder to obtain a certificate from CRA in respect of the proposed disposition.

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Dividends on NovaGold Shares Received by a Non-Resident Holder

Dividends paid, deemed to be paid, or credited on NovaGold Shares to a Non-Resident Holder will be subject to withholding tax under the Tax Act at a rate of 25% unless the rate is reduced by an applicable income tax treaty.

Shares Not Deposited by Non-Resident Holders

20.      Certain U.S. Federal Income Tax Considerations

The following is a general summary of certain U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) with respect to the Offer and the ownership and disposition of NovaGold Shares received pursuant to the Offer. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder as a result of the Offer or as a result of the ownership and disposition of NovaGold Shares received pursuant to the Offer. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Copper Canyon Shares or NovaGold Shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Copper Canyon Shares and NovaGold Shares.

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Offer and the ownership and disposition of NovaGold Shares received pursuant to the Offer. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on

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which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

Scope of This Disclosure

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Information Circular. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a beneficial owner of Copper Canyon Shares participating in the Offer (or after the Offer, NovaGold Shares) that is for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the U.S.;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• a trust that (a) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Copper Canyon Shares participating in the Offer or exercising Dissent Rights that is not a U.S. Holder. This summary does not address the U.S. federal income tax consequences applicable to non-U.S. Holders arising from the Offer or the ownership, and disposition of NovaGold Shares received pursuant to the Offer. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local tax, and foreign tax consequences (including the potential application of and operation of any income tax treaties) relating to the Offer and the ownership, and disposition of NovaGold Shares received pursuant to the Offer.

Transactions Not Addressed

This summary does not address the U.S. federal income tax consequences of transactions effected prior or subsequent to, or concurrently with, the Offer (whether or not any such transactions are undertaken in connection with the Offer), including, without limitation, the following:

• any conversion into Copper Canyon Shares or NovaGold Shares of any notes, debentures or other debt instruments;

• any vesting, conversion, assumption, disposition, exercise, exchange, or other transaction involving any rights to acquire Copper Canyon Shares or NovaGold Shares, including the Copper Canyon Options; and

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• any transaction, other than the Offer, in which Copper Canyon Shares or NovaGold Shares are acquired.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations of the Offer to U.S. Holders that are subject to special provisions under the Code, including the following: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own Copper Canyon Shares (or after the Offer, NovaGold Shares) as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquired Copper Canyon Shares (or after the Offer, NovaGold Shares) in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold Copper Canyon Shares (or after the Offer, NovaGold Shares) other than as a capital asset within the meaning of section 1221 of the Code (generally, property held for investment purposes); and (h) U.S. Holders that own, directly, indirectly, or by attribution, 5% or more, by voting power or value, of the outstanding Copper Canyon Shares (or after the Offer, NovaGold Shares). This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold Copper Canyon Shares (or after the Offer, NovaGold Shares) in connection with carrying on a business in Canada; (d) persons whose Copper Canyon Shares (or after the Offer, NovaGold Shares) constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the Offer and the ownership and disposition of NovaGold Shares received pursuant to the Offer.

If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Copper Canyon Shares (or after the Offer, NovaGold Shares), the U.S. federal income tax consequences to such partnership and the partners of such partnership of participating in the Offer and the ownership of NovaGold Shares received pursuant to the Offer generally will depend in part on the activities of the partnership and the status of such partners. Partners of entities that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the Offer and the ownership and disposition of NovaGold Shares received pursuant to the Offer.

Certain U.S. Federal Income Tax Consequences of the Offer

Consequences of Exchanging the Copper Canyon Shares Pursuant to the Offer

In considering the tax consequences of the Offer, U.S. Holders must take into account the discussion under “Tax Consequences if Copper Canyon is Classified as a PFIC” below.

The determination of whether the Offer will qualify as a tax-deferred "reorganization" within the meaning of section 368(a) of the Code (a "Reorganization") depends on the resolution of complex issues and facts, some of which will not be known until the closing of the Offer and Compulsory Acquisition or Subsequent Acquisition Transaction, and as a result, it is uncertain as to whether the Offer will qualify as a Reorganization or a fully taxable transaction. NovaGold has not determined how any Subsequent Acquisition Transaction will be structured, and as of the date of this Circular, NovaGold does not expect that the U.S. federal income tax consequences to U.S. Holders will be a significant factor in determining the structure of any such Subsequent Acquisition Transaction. As described in detail below, even if the Offer qualifies as a Reorganization, the PFIC rules may require a U.S. Holder to fully recognize gain (but not loss) if Copper Canyon is considered a PFIC with respect to a particular U.S. Holder. All U.S. Holders of Copper Canyon Shares should consult their own tax advisors regarding the specific U.S. federal income tax consequences of the Offer that are applicable to them.

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Tax Consequences if the Offer Qualifies as a Reorganization

If the Offer qualifies as a Reorganization, and the PFIC rules discussed below do not apply, then the following U.S. federal income tax consequences will result for U.S. Holders:

Treatment of the Offer as a Taxable Transaction

If the Offer does not qualify as a Reorganization for U.S. federal income tax purposes, subject to the PFIC rules discussed below, then the following U.S. federal income tax consequences will result for U.S. Holders:

If Copper Canyon is not classified as a PFIC for any tax year in which a U.S. Holder held Copper Canyon Shares, any gain or loss described in clause (a) immediately above generally would be capital gain or loss, which will be long-term capital gain or loss if such Copper Canyon Shares were held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to complex limitations under the Code.

Tax Consequences if Copper Canyon is Classified as a PFIC

A U.S. Holder of Copper Canyon Shares would be subject to special, adverse tax rules in respect of the Offer if Copper Canyon was classified as a “passive foreign investment company” under the meaning of section 1297 of the Code (a “PFIC”) for any tax year during which such U.S. Holder holds or held Copper Canyon Shares.

A non-U.S. corporation is classified as a PFIC for each tax year in which (i) 75% or more of its income is passive income (as defined for U.S. federal income tax purposes) or (ii) on average for such tax year, 50% or more (by value) of its assets either produce or are held for the production of passive income. For purposes of the PFIC provisions, “gross income” generally means sales revenues less cost of goods sold, and “passive income” generally includes dividends, interest, royalties, rents, and gains from commodities or securities transactions, including certain transactions involving oil and gas. In determining whether or not it is classified as a PFIC, a non-U.S. corporation is required to take into account its pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest.

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NovaGold does not know whether Copper Canyon was classified as a PFIC during one or more prior tax years or will be classified as a PFIC for its current tax year.

Under proposed U.S. Treasury Regulations, absent application of the “PFIC-for-PFIC Exception” discussed below, if Copper Canyon is classified as a PFIC for any tax year during which a U.S. Holder holds Copper Canyon Shares, special rules may increase such U.S. Holder’s U.S. federal income tax liability with respect to the Offer. Under the default PFIC rules:

• the Offer may be treated as a taxable exchange even if such transaction qualifies as a Reorganization as discussed above;

• any gain on the sale, exchange or other disposition of Copper Canyon Shares and any “excess distribution” (defined as an annual distribution that is more than 25% in excess of the average annual distribution over the past three years) will be allocated rateably over such U.S. Holder’s holding period;

• the amount allocated to the current tax year and any year prior to the first year in which Copper Canyon was classified as a PFIC will be taxed as ordinary income in the current year;

• the amount allocated to each of the other tax years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year; and

• an interest charge for a deemed deferral benefit will be imposed with respect to the resulting tax attributable to each of the other tax years, which interest charge is not deductible by non-corporate U.S. Holders.

A U.S. Holder that has made a “mark-to-market” election under section 1296 of the Code or a timely and effective election to treat Copper Canyon as a “qualified electing fund” under section 1295 of the Code (a “QEF Election”) may generally mitigate or avoid the PFIC consequences described above with respect to the Offer.

U.S. Holders should be aware that there can be no assurances that Copper Canyon will satisfy the record keeping requirements that apply to a QEF, or that Copper Canyon will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in the event that Copper Canyon is a PFIC during its current tax year or any prior tax year. Thus, U.S. Holders may not be able to make a QEF Election with respect to their Copper Canyon Shares. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election.

Notwithstanding the foregoing, if (i) the Offer qualifies as a Reorganization, (ii) Copper Canyon was classified as a PFIC for any tax year during which a U.S. Holder holds or held Copper Canyon Shares, and (iii) NovaGold also qualifies as a PFIC for the tax year that includes the day after the Effective Date of the Offer, then proposed U.S. Treasury Regulations generally provide for Reorganization treatment to apply to such U.S. Holder’s exchange of Copper Canyon Shares for NovaGold Shares pursuant to the Offer (for a discussion of the general nonrecognition treatment of a Reorganization, see discussion below under the heading “Tax Consequences if the Offer Qualifies as a Reorganization”). For purposes of this summary, this exception will be referred to as the “PFIC-for-PFIC Exception.” In addition, in order to qualify for the PFIC-for-PFIC Exception, proposed U.S. Treasury Regulations require a U.S. Holder to report certain information to the IRS on Form 8621 together with such U.S. Holder’s U.S. federal income tax return for the tax year in which the Offer occurs.

NovaGold has not made any determination of its PFIC status for its current tax year. Accordingly, if the proposed U.S. Treasury Regulations were finalized and made applicable to the Offer (even if this occurs after the Effective Date of the Offer), it is not known whether the PFIC-for-PFIC Exception would be available to U.S. Holders with respect to the Offer. PFIC classification is factual in nature, and generally cannot be determined until the close of the tax year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurances regarding the PFIC status of NovaGold during the tax year which includes the day after the Effective Date of the Offer.

Each U.S. Holder should consult its own tax advisor regarding the potential application of the PFIC rules to the exchange of Copper Canyon Shares for NovaGold Shares pursuant to the Offer, and the information reporting responsibilities under the proposed U.S. Treasury Regulations in connection with the Offer.

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In addition, the proposed U.S. Treasury Regulations discussed above were proposed in 1992 and have not been adopted in final form. The proposed U.S. Treasury Regulations state that they are to be effective for transactions occurring on or after April 11, 1992. However, because the proposed U.S. Treasury Regulations have not yet been adopted in final form, they are not currently effective and there is no assurance they will be finally adopted in the form and with the effective date proposed. Further, it is uncertain whether the IRS would consider the proposed U.S. Treasury Regulations to be effective for purposes of determining the U.S. federal income tax treatment of the Offer. In the absence of the proposed U.S. Treasury Regulations being finalized in their current form, the U.S. federal income tax consequences to a U.S. Holder are generally set forth above in the discussion under “Tax Consequences if the Offer Qualifies as a Reorganization” or “Tax Consequences of the Offer as a Taxable Transaction”, as applicable. If gain is not recognized under the proposed U.S. Treasury Regulations, a U.S. Holder’s holding period for the NovaGold Shares for purposes of applying the PFIC rules presumably would include the period during which the U.S. Holder held its Copper Canyon Shares. Consequently, a subsequent disposition of the NovaGold Shares presumably would be taxable under the default PFIC rules described above. U.S. Holders should consult their own tax advisors regarding whether the proposed U.S. Treasury Regulations under section 1291 would apply if the Offer qualifies as a Reorganization.

Transfer of Copper Canyon Shares Not Exchanged Pursuant to the Offer

As described under Section 10 of this Circular, “Acquisition of Copper Canyon Shares Not Deposited Under the Offer”, NovaGold may, in certain circumstances, acquire Copper Canyon Shares not deposited under the Offer pursuant to a Compulsory Acquisition or a Subsequent Acquisition Transaction. A U.S. Holder whose Copper Canyon Shares are acquired pursuant to a Compulsory Acquisition should be subject to tax consequences generally similar to those described above under “Consequences of Exchanging the Copper Canyon Shares Pursuant to the Offer.” The tax treatment of a Subsequent Acquisition Transaction to a U.S. Holder will depend upon the exact manner in which the Subsequent Acquisition Transaction is carried out and may be substantially the same or materially different than the tax consequences described above. NovaGold does not expect that the U.S. federal income tax consequences to U.S. Holders will be a significant factor in determining the structure of any such Subsequent Acquisition Transaction. U.S. Holders should consult their own tax advisors for advice with respect to the income tax consequences of having their Copper Canyon Shares acquired pursuant to a Compulsory Acquisition or a Subsequent Acquisition Transaction, including the consequences of exercising dissent rights pursuant to a Compulsory Acquisition or a Subsequent Acquisition Transaction.

A U.S. Holder that exercises dissent rights in any Compulsory Acquisition or Subsequent Acquisition Transaction and is paid cash in exchange for all of such U.S. Holder’s Copper Canyon Shares generally will recognize gain or loss in an amount equal to the difference, if any, between (a) the amount of cash received by such U.S. Holder in exchange for Copper Canyon Shares (other than amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income) and (b) the tax basis of such U.S. Holder in such Copper Canyon Shares surrendered. Subject to the PFIC rules discussed in this summary, such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if such Copper Canyon Shares have been held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. Deductions for capital losses are subject to complex limitations under the Code.

Ownership of NovaGold Shares

Distributions With Respect to NovaGold Shares

Subject to the PFIC rules discussed below, a U.S. Holder that receives a distribution (including a constructive distribution, but excluding certain pro rata distributions of stock described in section 305 of the Code) with respect to the NovaGold Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of NovaGold, as determined under U.S. federal income tax rules. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of NovaGold, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the NovaGold Shares, and (b) thereafter, as gain from the sale or exchange of such NovaGold Shares. (See more detailed discussion below under the heading “Disposition of NovaGold Shares”). However, NovaGold may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder therefore may have to assume that any distribution by NovaGold with respect to NovaGold Shares will

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constitute ordinary dividend income. Dividends paid on the NovaGold Shares generally will not be eligible for the “dividends received deduction” generally available to U.S. corporate shareholders receiving dividends from U.S. corporations.

For tax years beginning before January 1, 2013, a dividend paid to a U.S. Holder who is an individual, estate or trust by a corporation generally will be taxed at the preferential tax rates applicable to long-term capital gains if the corporation is a “qualified foreign corporation” (“QFC”) and certain holding period requirements for the U.S. Holder’s shares are met. A corporation generally will be a QFC as defined under section 1(h)(11) of the Code if the corporation is eligible for the benefits of the Canada-U.S. Tax Convention or its shares are readily tradable on an established securities market in the U.S. However, even if a corporation satisfies one or more of these requirements, such corporation will not be treated as a QFC if the corporation is a “passive foreign investment company (or “PFIC,” as defined below) for the tax year during which it pays a dividend or for the preceding tax year. See the section below under the heading “Passive Foreign Investment Company Rules” below.

For tax years beginning on or after January 1, 2013, assuming no changes are made to the Code in the interim, the preferential tax rates for dividends discussed above will no longer be available and dividends paid by NovaGold to a U.S. Holder generally will be taxed at ordinary income tax rates. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Disposition of NovaGold Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of NovaGold Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the NovaGold Shares sold or otherwise disposed of. Subject to the PFIC rules, any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the NovaGold Shares are held for more than one year.

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Passive Foreign Investment Company Rules

If NovaGold is or becomes a PFIC for any tax year in which a U.S. Holder held Copper Canyon Shares or NovaGold Shares, the preceding sections of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the ownership and disposition of NovaGold Shares received pursuant to the Offer.

A non-United States entity treated as a corporation for United States federal income tax purposes will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to the applicable "look through" rules, either (a) at least 75 percent of its gross income is “passive” income (the “income test”) or (b) at least 50 percent of the quarterly average of the fair market value of its assets is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). In determining whether or not a corporation is classified as a PFIC, a non-U.S. corporation is required to take into account its pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest.

Special, and generally unfavorable, rules are applicable to U.S. Holders owning shares in a PFIC, including taxation at maximum ordinary income tax rates plus an interest charge on both gains on sale or other disposition and certain dividends, unless the U.S. Holder makes a timely and effective election to be taxed under an alternative regime. In addition, any dividends will not be qualified dividends, and will not be eligible for the reduced rate that may apply to certain dividends received by U.S. Holders that are not corporations.

NovaGold believes that it was not classified as a PFIC for its tax year ended November 30, 2010. NovaGold has not made any determination of its PFIC status for its current tax year. The determination of whether NovaGold is a PFIC for any tax year is made on an annual basis and is based on the types of income NovaGold earns and the types and value of NovaGold’s assets from time to time, all of which are subject to change. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Furthermore, whether NovaGold will

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be a PFIC for the current taxable year and each subsequent taxable year depends on its assets and income over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Information Circular. Accordingly, there can be no assurance that the IRS will not challenge the determination made by NovaGold concerning its PFIC status or that NovaGold will not be a PFIC for any taxable year.

Additional Considerations

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the Offer or in connection with the ownership or disposition of NovaGold Shares may be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a tax year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the NovaGold Shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Receipt of Foreign Currency

The amount of any distribution or proceeds paid in Canadian dollars to a U.S. Holder in connection with the ownership of NovaGold Shares, or on the sale, exchange or other taxable disposition of NovaGold Shares, or any Canadian dollars received in connection with the Offer (including, but not limited to, U.S. Holders exercising dissent rights under the Offer), will be included in the gross income of a U.S. Holder as translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the dividend, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and engages in a subsequent conversion or other disposition of the Canadian dollars may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes.

Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.

Information Reporting; Backup Withholding Tax

Under U.S. federal income tax law and U.S. Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, recently enacted legislation generally imposes new U.S. return disclosure obligations (and related penalties) on U.S. Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U. S. Holders may be subject to these reporting requirements unless their NovaGold Shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own

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tax advisors regarding the requirements of filing information returns, and, if applicable, filing obligations relating to the PFIC rules.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of (a) distributions on the NovaGold Shares, (b) proceeds arising from the sale or other taxable disposition of NovaGold Shares, or (b) any payments received in connection with the Offer (including, but not limited to, U.S. Holders exercising dissent rights under the Offer) generally may be subject to information reporting and backup withholding tax, at the rate of 28% (and increasing to 31% for payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

21.      Depositary

NovaGold has engaged Computershare Investor Services Inc. to act as Depositary for the receipt of Copper Canyon Shares and related Letters of Transmittal deposited under the Offer and for the payment for Copper Canyon Shares purchased by NovaGold pursuant to the Offer. The Depositary will also receive Notices of Guaranteed Delivery at its offices in Toronto, Ontario specified in the Notice of Guaranteed Delivery. The Depositary will also be responsible for giving notices, if required, and for making payment for all Copper Canyon Shares purchased by the Offeror under the Offer. The Depositary will also facilitate book-entry transfers of Copper Canyon Shares. The Depositary will receive reasonable and customary compensation from NovaGold for its services relating to the Offer and will be reimbursed for certain out-of-pocket expenses. NovaGold has also agreed to indemnify the Depositary against certain liabilities and expenses in connection with the Offer, including certain liabilities under the securities laws of Canada.

22.      Information Agent

NovaGold has retained Laurel Hill to act as Information Agent to provide a resource for information for shareholders in connection with the Offer. Laurel Hill will receive reasonable and customary compensation from NovaGold for services in connection with the Offer and will be reimbursed for associated costs and out-of-pocket expenses. Laurel Hill will be indemnified against certain liabilities, including liabilities under securities laws and expenses incurred in connection therewith.

23.      Financial Advisor and Dealer Manager

NovaGold has retained TD Securities to act as its financial advisor in connection with the Offer. TD Securities will receive reasonable and customary compensation from NovaGold for services in connection with the Offer and will be reimbursed for certain out-of-pocket expenses. NovaGold has also agreed to indemnify TD Securities against certain liabilities and expenses in connection with the Offer.

NovaGold has also engaged the services of TD Securities to act as Dealer Manager to solicit acceptances of the Offer. The Dealer Manager will not receive any additional compensation in connection with acting as Dealer Manager, but will be reimbursed for certain reasonable and documented expenses and will be indemnified against certain liabilities, including liabilities under securities laws, in connection with the Offer.

The Dealer Manager has undertaken to form a soliciting dealer group (the “Soliciting Dealer Group”) comprised of members of the Investment Industry Regulatory Organization of Canada and members of the stock exchanges in Canada to solicit acceptances of the Offer from persons resident in Canada. Each member of the Soliciting Dealer Group, including the Dealer Manager, is referred to herein as a “Soliciting Dealer”.

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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 any of the Dealer Managers for their 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.

No fee or commission will be payable by any Copper Canyon Shareholder who transmits such Copper Canyon Shareholder’s Shares directly to the Depositary or who makes use of the facilities of a Dealer Manager or a Soliciting Dealer to accept the Offer. However, a broker or nominee through whom a Copper Canyon Shareholder owns Copper Canyon Shares may charge a fee to tender Copper Canyon Shares on behalf of the Copper Canyon Shareholder. Copper Canyon Shareholders should consult their brokers or nominees to determine whether any charges will apply.

24.      Securityholders’ Statutory Rights

Securities legislation of the provinces and territories of Canada provides securityholders of Copper Canyon with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or a notice that is required to be delivered to such securityholders. However, such rights must be exercised within prescribed time limits. Securityholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer.

25.      U.S. Securities Act and U.S. Exchange Act Requirements

The Registration Statement on Form F-8 filed by NovaGold with the SEC concerning the Offer, including exhibits thereto, and NovaGold’s reports and other information filed under the U.S. Exchange Act are available to the public free of charge at the SEC’s website at www.sec.gov. The Offer and Circular do not contain all of the information set forth in the Registration Statement. Reference is made to the Registration Statement and the exhibits thereto for further information.

NovaGold is subject to the periodic reporting requirements of the U.S. Exchange Act and, in accordance with the U.S. Exchange Act, files or furnishes reports and other information with the SEC. Under a multi-jurisdictional disclosure system adopted by the United States, some reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. In addition, NovaGold is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. NovaGold’s U.S. Exchange Act reports and other information filed or furnished with the SEC may be inspected and copied at the public reference facilities maintained by the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operations and location of the public reference facilities of the SEC. Copies of the

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material NovaGold files or furnishes with the SEC may be obtained at prescribed rates from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a website (www.sec.gov) that makes available reports and other information that NovaGold files or furnishes electronically.

26.      Legal Matters

Certain legal matters relating to the Offer and to the NovaGold Shares to be distributed pursuant to the Offer will be reviewed by Blake, Cassels & Graydon LLP and Dorsey & Whitney LLP. As at the date hereof the partners and associates of Blake, Cassels & Graydon LLP as a group and the partners and associates of Dorsey & Whitney LLP as a group, beneficially own, directly or indirectly, less than 1% of any class of NovaGold’s issued and outstanding securities.

27.      Experts

The audited consolidated financial statements of NovaGold incorporated by reference in this Offer and Circular have been audited by PricewaterhouseCoopers LLP, Chartered Accountants, an independent firm of chartered accountants, as stated in their reports, which are incorporated hereby by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. PricewaterhouseCoopers LLP has advised that it is independent with respect to NovaGold within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia. PricewaterhouseCoopers LLP is registered with the Public Company Accounting Oversight Board.

Information relating to NovaGold’s mineral properties in this Offer and Circular and the documents incorporated by reference herein has been derived from reports prepared by the experts listed below and has been included in reliance on such person’s expertise.

None of Kirk Hanson, P.E., Gordon Seibel, M.AusIMM, Simon Allard, P.Eng., Gregory Wortman, P.Eng., Alexandra Kozak, P.Eng., Kevin Francis, P.Geo, James Gray, P.Eng., G. H. (Gary) Giroux, P.Eng., MASc., Sean Ennis, P.Eng., Ken Shinya, P.Eng., Bruce Davis, Ph.D., FAusIMM, William Pennstrom, Jr., Robert Sim, P.Geo., Curtis Freeman, BA, MS, AMEC Americas Limited or Norwest Corporation, each being companies or persons who have prepared reports relating to NovaGold’s mineral properties, or any director, officer, employee or partner thereof, as applicable, received or has received a direct or indirect interest in the property of NovaGold or of any associate or affiliate of NovaGold. As at the date hereof, the aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned companies and partnerships beneficially own, directly or indirectly, in the aggregate, less than one percent of the securities of NovaGold.

None of the aforementioned persons, nor any director, officer, employee or partner, as applicable, of the aforementioned companies or partnerships is currently expected to be elected, appointed or employed as a director, officer or employee of NovaGold or of an associate or affiliate of NovaGold, other than Mr. Kevin Francis, who is Vice President, Technical Services of NovaGold.

28.      Directors’ Approval

The contents of the Offer and Circular have been approved and the sending thereof to the Copper Canyon Shareholders has been authorized by the board of directors of NovaGold.

29.      Documents Filed As Part of the Registration Statement

The following documents have been filed with the SEC as part of the Registration Statement on Form F-8: (i) this Offer and Circular, Letter of Transmittal and Notice of Guaranteed Delivery; (ii) the documents listed in this Offer and Circular as incorporated by reference herein; (iii) powers of attorney pursuant to which the Registration Statement was, or amendments to the Registration Statement may be, signed; (iv) consents of auditors, counsel and engineers; and (v) a press release related to the Offer.

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CONSENT OF BLAKE, CASSELS & GRAYDON LLP

To: The Directors of NovaGold Resources Inc.

We hereby consent to the references to our name contained under the heading “Legal Matters” and to our opinion contained under “Certain Canadian Federal Income Tax Considerations” in the take-over bid circular accompanying the Offer dated January 18, 2011 made by NovaGold Resources Inc. to purchase all of the issued and outstanding Copper Canyon Shares of Copper Canyon Resources Ltd.

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CONSENT OF DORSEY & WHITNEY LLP

To: The Directors of NovaGold Resources Inc.

We hereby consent to the reference to our name contained under the heading “Legal Matters” in the take-over bid circular accompanying the Offer dated January 18, 2011 made by NovaGold Resources Inc. to purchase all of the issued and outstanding Copper Canyon Shares of Copper Canyon Resources Ltd.

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CONSENT OF PRICEWATERHOUSECOOPERS LLP

We have read the take-over bid circular (the “Circular”) of NovaGold Resources Inc. (the “Company”) dated January 18, 2011 to purchase all of the issued and outstanding common shares of Copper Canyon Resources Ltd. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned Circular for our report to the shareholders of the Company on the consolidated balance sheets of the Company as at November 30, 2009 and 2008 and the consolidated statements of operations and deficit, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years then ended. Our report is dated February 10, 2010.

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CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

Dated: January 18, 2011

On behalf of the Board of Directors

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SCHEDULE A

NovaGold Resources Inc.
Unaudited Pro forma Consolidated Financial Statements

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Table of Contents

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Proforma Consolidated Balance Sheet
August 31, 2010
(Unaudited)