Noront Offer for Freewest continues to represent full and fair value

TORONTO, Oct. 29 /CNW/ – Noront Resources Ltd. (“Noront” or the “Company”) (TSX Venture: NOT) is pleased to provide the following comments in response to the Directors’ Circular filed on October 27, 2009 by Freewest Resources Canada Inc. (“Freewest”).

  • Freewest shareholders will benefit from a full and fair value and a significant implied premium;
  • All shareholders will participate in Noront’s high-grade nickel copper discoveries;
  • All shareholders will benefit from a larger more robust chromite asset;
  • Shareholder value will be enhanced through common infrastructure and operational efficiencies;
  • All shareholders will benefit from Noront Management’s demonstrated global project development expertise;
  • All shareholders will benefit from a fully funded treasury and not be subject to near term dilution;
  • All shareholders will benefit from improved stock liquidity;
  • Discrepancies between the disclosure of the Freewest Shareholder Rights Plan in the Freewest management proxy circular, compared to the Plan itself, call into question the validity of the shareholder approval obtained.

Noront is disappointed that the directors of Freewest have issued a recommendation to reject Noront’s offer to acquire all of the common shares of Freewest. Noront reiterates that the share exchange offer made for Freewest on October 13, 2009, the consideration for which is 0.25 of a Noront common share and C$0.0001 in cash for every one Freewest common share (the “Offer”), represents full and fair value. The Offer will remain open until 5:00 p.m. (Toronto time) on November 18, 2009.

Wes Hanson, Chief Executive Officer of Noront stated: “Freewest’s Board of Directors fail to appreciate the compelling commercial logic, and associated shareholder value creation potential, that rationalization of the Ring of Fire would deliver through the sharing of the heavy infrastructure capital cost burden between projects. Freewest’s Directors’ Circular does not provide compelling evidence to support its recommendation that shareholders should reject the Offer. Taking into account chrome market supply/demand dynamics and, although highly encouraging, the early stage of current exploration, Noront believes Freewest’s shareholders are being offered full and fair value.” He further added, “Freewest shareholders are being given the opportunity to decide if the enhanced opportunities the Offer presents will benefit them in the long run. We believe they will see the logic of the Offer and tender their shares accordingly.

Offer Represents Full and Fair Value

The Offer will deliver superior value to Freewest shareholders in comparison to allowing Freewest to remain as a stand-alone company:

  • Since the Offer is a share exchange transaction with nominal cash consideration, Freewest shareholders will, upon the successful completion of the Offer, through their ownership of Noront shares, continue to benefit from any significant developments in the Ring of Fire. Furthermore, they will continue to share in any future increases in value associated with the development and operation of the 100% owned existing portfolio of Noront including:
    • Eagle’s Nest where recent geophysics and drilling results announced on October 15, 2009 have joined lens A, B and C resulting in the demonstration of over 900m of nickel, copper and PGM sulphide mineralization;
    • Blackbird deposits where an initial NI 43-101 resource estimate will be completed in the fourth quarter of 2009; and
    • The Triple J gold zone discovery announced on October 27, 2009;
    • and Freewest’s deposits which include: The 100% owned Black Thor chromite deposit;
    • The 50% interest in the Big Daddy chromite deposit;
  • For a deposit to be “world class” it must be more than just large, it also must have low operating costs, justify the capital requirement and generate an above industry return, thus mitigating risk. Rationalization of activities in the Ring of Fire will pave the way for the sharing of essential infrastructure and logistic costs, which will result in:
    • higher returns and economies of scale;
    • lower operating costs for all Noront and Freewest deposits in the Ring of Fire;
    • evenly distributed capital costs; and
    • significantly enhanced shareholder value;
  • Noront has offered Freewest shareholders a significant implied premium, calculated over the 30 calendar day period on a volume weighted average basis (“30-calendar day VWAP”) before the Offer was announced, which is representative of premiums paid in recent comparable transactions (as illustrated below). To view the illustration click on this link: http://files.newswire.ca/800/Noront_Chart_1.pdf Noront believes that a 30-calendar day VWAP is a more meaningful measure as it removes the impact of trading irregularities immediately prior to any offer being made;
  • Freewest’s share price prior to the Offer has only exceeded the implied offer price for 10 trading days since August 2007 when Noront originally announced its Ring of Fire discovery and not once in the last 18 months. Noront believes that Freewest’s improved share price performance in recent weeks has been driven by the Offer and no other factors;
  • Noront’s common shares are significantly more liquid than Freewest’s common shares (over the last 12 months, prior to Noront announcing its intention to make the Offer, the average daily trading volume of Noront has been nearly 10 times that of Freewest) making it easier for shareholders to dispose of their holdings without affecting the underlying share price.
  • The combined company will have a land position of over 1,223 square kilometres of prospective and viable mineral claims in the Ring of Fire compared with Freewest’s current land position of approximately 23 square kilometres.
  • Despite Clarence Stream’s current stated status as a “key mining asset” for Freewest, Noront notes:
    • Freewest has only identified a resource of 400,000 ounces of gold over the last 10 years at the property;
    • it has since optioned 50% of the project to a private company in 2007; and
    • since optioning the property, it has not publicly disclosed results of any merit.

Despite Freewest’s suggestion and continued market rumours of other alternatives, the Offer is the only current bona fide offer to Freewest shareholders. Any competing alternative to the Offer is only hypothetical and not a real alternative.

Additionally, we note with interest that Freewest executive and Director, Ronald Kay’s wife sold 50,000 Freewest shares two days after Noront announced its intention to make the Offer.

Noront’s Ring of Fire Development Strategy

Noront management has been mandated by its Board of Directors to explore and aggressively develop the Ring of Fire in the optimal and least dilutive manner. The current management team includes five executives with extensive experience in exploration, resource modeling, metallurgy, engineering, finance and project construction and development; encompassing over 120 years of experience, including the involvement in the development or expansion of over 25 global mining and development projects with aggregate capital costs of over US$10 billion. Many of these project faced similar challenges as seen in the Ring of Fire including Diavik, Voisey’s Bay, Maricunga and Fort Knox. The combination of Freewest and Noront offers all shareholders the benefits of this demonstrated project development expertise. Furthermore, with pro-forma combined working capital of approximately C$37 million the combined group would have sufficient funding to advance all of its projects in the Ring of Fire without any near term dilution.

The Board and Management of Noront collectively have been involved in the raising approximately US$12 billion in equity and debt capital for mining projects around the world.

Noront was the first company to recognize the potential of chromite in the Ring of Fire, a fact demonstrated by the completion of Canada’s first NI 43-101 resource estimate for its Blackbird chromite deposit. To date, Noront has spent more than C$20 million exploring and assessing its Blackbird chromite deposit.

Noront maintains that, the development of chromite-mining operations in the Ring of Fire will be challenging, with the heavy capital cost burden of infrastructure required to access global markets. Noront believes that the sharing of essential logistics and infrastructure between the high-grade Eagle’s Nest nickel, copper and PGM deposit with both companies’ chrome discoveries will dramatically improve all project economics and lead to the creation of significant shareholder value by creating accessible world class deposits. Achieving these infrastructure synergies between the Ring of Fire discoveries is best achieved if one party owns all projects. Noront believes that the rationalization of activities in the Ring of Fire is the most logical course of action and best benefits all shareholders.

Chromite discoveries in the Ring of Fire

Based on the limited amount of drilling completed by other companies active in the Ring of Fire, Noront believes that grade, thickness, chrome to iron ratios and metallurgical results suggest that there is a strong likelihood of several, quite similar chrome deposits in the region in terms of quality, mine life and economic viability. For instance, the highlights of Freewest drill campaign to date are not dissimilar to those at Blackbird where several robust intervals have been intersected, including 39.6% Cr(2)O(3) over 69.6 metres, 42.3% Cr(2)O3 over 40.5 metres and 38.2% Cr(2)O3 over 74.9 metres (these drilling results were released on July 20, 2008 and September 23, 2008). Noront’s assessment of publicly available information suggests that Black Thor is large but of lower quality than the Blackbird deposits. The massive units of the Blackbird deposit feature Cr(2)O3 grades in excess of 40% and chrome to iron ratios typically exceeding 2:1, both far superior to what Freewest has publicly disclosed for the Black Thor deposits. Noront’s Blackbird chrome to iron ratio of 2:1 is highly desirable as it positively impacts ferrochrome production by reducing energy costs in the smelting process.

Noront has the following observations with respect to Freewest’s commentary laid out in its Directors’ Circular with respect to the characteristics of its Black Thor and our Blackbird chrome discoveries:

  • Unlike the Bushveld Complex in South Africa where the geology is well known and chromite beds have been mined for over a century, Noront believes that with only 54 drill holes completed at Black Thor, the current drill spacing is inadequate at this time to allow scientific conclusions about the variability of quality of this deposit within the confines of a newly discovered chromite region;
  • Conclusions reached by Freewest regarding Blackbird’s mineralization being “poddy” and discontinuous are ill founded: The Noront geological model referenced by Freewest was an early and incomplete working model developed by Noront’s geologists at site to monitor drill results. Noront’s current resource model for the Blackbird deposits is being prepared by Micon International and therefore could not have been available for Freewest’s review at that time;

Freewest has been unable to create value for its shareholders from the Ring of Fire

By adjusting the Freewest common share price for the value of Freewest’s holding in Quest Uranium, the implied value on a per share basis of Freewest’s other assets (in particular the Ring of Fire assets) has decreased between January 11, 2008, the date on which Quest Uranium commenced trading, and October 2, 2009, the last trading day immediately prior to Noront’s announcement of its intention to make the Offer (see illustration below). To view the illustration click on this link: http://files.newswire.ca/800/Noront_Chart_2.pdf Demonstrating that Freewest has been unable to create value for its shareholders from its Ring of Fire assets.

Freewest’s Shareholder Rights Plan

Noront does not believe that Freewest’s Shareholder Rights Plan (the “Plan”) and related delay tactics should be used to preserve management jobs at the expense of the Freewest shareholders. All Freewest shareholders are being asked to do is consider the Offer within time frames permitted under applicable securities law.

In regard to the Plan, Noront indicated in its Take-Over Bid Circular that there are discrepancies between the disclosure of the Plan in Freewest’s management proxy circular for the meeting at which Freewest shareholders approved the Plan as described, as compared to the Plan that was eventually filed on SEDAR. These discrepancies, which mostly relate to the definition of a “Permitted Bid”, call into question whether the Plan was validly approved by the shareholders and, accordingly, whether the Plan is legally effective or should be used to deprive shareholders of the their right to choose whether to accept the Offer. Noront has raised these concerns with the securities regulatory authority in Quebec and intends to pursue with the regulators these and other issues relating to the Plan so that shareholders are free to make their own choice in accordance with the policies of the securities regulatory authorities.

Noront also notes that Freewest’s Directors’ Circular repeats some of the false or misleading disclosure that was contained in the management proxy circular regarding the Plan. Firstly, the Directors’ Circular states that a competing permitted bid must satisfy all the requirements of a “Permitted Bid” when in fact a competing bid can have a shorter term than the 60-day minimum required for a permitted bid. In addition, the Directors’ Circular states that the Freewest board of directors may redeem the outstanding Rights at any time prior to the occurrence of a “Flip-In Event” when in fact the board of directors cannot redeem the rights without the prior approval of shareholders or Rights holders.

In order for the Offer to proceed, the Plan must be terminated or action must be taken by the Freewest board of directors, a securities commission or court of competent jurisdiction to remove the effect of the Plan and permit the Offer to proceed. If the operation of the Plan is not terminated, Noront may be forced to withdraw the Offer.

Noront strongly encourages shareholders of Freewest to read the Take-Over Bid Circular, which contains full terms and conditions of the Offer as well as detailed instructions on how shareholders can tender their common shares to the Offer. Copies of the Take-Over Bid Circular and related documents are available at www.norontresources.com or on SEDAR at www.sedar.com.

Freewest shareholders electing to tender their common shares to the Offer must complete the letter of transmittal or, if necessary, the notice of guaranteed delivery (both of which accompany the Take-Over Bid Circular) and return the appropriate documents in accordance with the terms and conditions more fully set out under “Manner of Acceptance” in Section 3 of the Offer. If common shares of Freewest are held in the name of a nominee, such as a broker, investment bank, bank or trust company, the shareholder should contact such nominee for instructions on how to deposit their common shares to the Offer.

For assistance in tendering shares to the Noront Offer, Freewest shareholders are encouraged to contact Laurel Hill Advisory Group at the following contact number: 1-877-304-0211.

About Noront

Noront Resources Ltd. is focused on its significant and multiple, high-grade nickel-copper-platinum-palladium, chromite, gold and vanadium discoveries in an area known as the “Ring of Fire”, an emerging multi-metals district located in the James Bay Lowlands of Ontario, Canada. Noront is the dominant land holder at the Ring of Fire and continues to delineate and prove up its discoveries with NI 43-101 technical and economic reports and an aggressive and well financed drill plan for the remainder of 2009 and 2010. All material information on Noront can be found on the Company’s website at www.norontresources.com or at SEDAR at www.sedar.com

Wesley (Wes) Hanson
President & Chief Executive Officer

norontresourceNoront Offer for Freewest continues to represent full and fair value