Examples of NovaGold Shares in a sentence
The directors and officers as a group, beneficially own, directly or indirectly, or exercise control or direction over 4.59% of the NovaGold Shares.
Upon completion of the Arrangement, NovaGold will issue approximately 8,647,594 NovaGold Shares to acquire the SpectrumGold Shares and reserve a further approximately 1,634,074 NovaGold Shares for issue upon exercise of currently outstanding SpectrumGold Convertible Securities, assuming no SpectrumGold Convertible Securities are exercised between the date of this Information Circular and the closing of the Arrangement.
The aggregate adjusted cost base of the NovaGold Shares acquired pursuant to the Arrangement will be equal to the aggregate adjusted cost base of the SpectrumGold Shares converted into such NovaGold Shares.
See "NovaGold Post-Arrangement – Options and Other Rights to Purchase Shares" below.OPTIONS AND OTHER RIGHTS TO PURCHASE SHARES For the details of the options, warrants and other rights to acquire NovaGold Shares to be outstanding on completion of the Arrangement, see "The Arrangement – SpectrumGold and NovaGold Convertible Securities".
Affiliates Before the Arrangement and Affiliates After the Arrangement Shareholders who are affiliates of SpectrumGold or NovaGold prior to the Arrangement and who will be affiliates of NovaGold after the Arrangement will be subject to restrictions on resale imposed by the U.S. Securities Act with respect to NovaGold Shares issued upon closing of the Arrangement.
While SpectrumGold believes that the NovaGold Shares to be issued or made issuable in order to effect the Arrangement will not be subject to any resale restrictions (except the restrictions on securities held by control persons under Canadian law and "affiliates" as defined under the U.S. Securities Act), there is no assurance that this is the case and each SpectrumGold Securityholder is urged to obtain appropriate legal advice regarding applicable Securities Legislation.
Section 367 Rules; Gain Recognition Agreements Section 367 of the Code requires a U.S. Holder that owns (applying certain ownership attribution rules under Section 318 of the Code), immediately after the Arrangement, NovaGold Shares representing five percent (5%) or more of the total voting power or the total value of all of the outstanding stock of NovaGold (a "5% Shareholder") to enter into a gain recognition agreement ("GRA") in order to preserve Reorganization treatment with respect to the Arrangement.
After giving effect to the transactions contemplated by the Arrangement Agreement, there will be approximately 62,782,132 NovaGold Shares issued and outstanding, of which approximately 14% will be held by the pre-Arrangement SpectrumGold Shareholders (excluding NovaGold, which owns 14,364,425 SpectrumGold Shares) and approximately 86% will be held by the pre-Arrangement NovaGold Shareholders, assuming that no convertible securities of SpectrumGold or NovaGold are exercised or converted.
The value of unexercised in-the-money NovaGold Options at fiscal year end is the difference between the fair market value of the NovaGold Shares on November 30, 2003 (November 28, 2003 - the last trading day prior to fiscal year end which was $6.20) and the exercise price of the NovaGold Options.
FRACTIONAL SHARES No fractional NovaGold Shares will be issued to SpectrumGold Securityholders.