Toronto, Ontario, December 4, 2009, Noront Resources Ltd. (“Noront” or the “Company”) (TSX Venture: NOT) announced today that the increased Offer (the “Offer”) it made to the Shareholders of Freewest Resources Canada Inc. (“Freewest”) (TSX Ventures: FWR) submitted to Freewest Shareholders on November 30th, 2009 is full, fair and final and will not be increased. Noront has waived all the conditions associated with the Offer. The Company reminds all Freewest Shareholders that the deadline for tendering Freewest shares to the Noront Offer is Friday, December 11, 2009, at 11:59 pm. Information on how to tender your shares is provided at the end of this news release and on Noront’s website at www.norontresources.com.
Noront’s current Offer to Freewest shareholders is as follows:
- Under the current Offer, for each seven (7) Freewest shares held, Noront will issue two (2) freely tradeable Noront shares and one full five-year (5) purchase warrant with an exercise price of C$4.00 per Noront share. The implied value at the time of the Offer was estimated to be C$0.86 per Freewest share.
- The implied value of this offer today is C$0.935 per Freewest common share based on Noront’s closing price of C$2.44 on December 3, 2009 and Noront’s current share price volatilities.
- The Noront Offer represents a 173% premium to Freewest’s closing share price the day prior to the announcement of Noront’s original Offer and a 197% premium to Freewest’s closing share price the day prior to the announcement of Noront’s original Offer and reflects a 4% premium to the revised Offer made by Cliffs Natural Resources Ltd.
- Based on tax advice obtained by Noront, the Cliffs’ revised Offer will be fully taxable to Canadian Freewest shareholders and therefore, the capital gains tax impact to each Freewest shareholder should be considered when comparing the Noront Offer with the revised Cliffs’ offer. For example, if a Freewest shareholders’ original purchase price was C$0.27 (the average Freewest share price during the months of June and July, 2009) and if such Freewest shareholder has a marginal tax rate of 43.4%, the actual implied value of Cliffs’ revised offer is only C$0.76 per Freewest share; and
- The amended Cliff’s Offer continues to be highly conditional leading to the possibility that the transaction may not close; Noront’s Offer is unconditional.
Noront urges Freewest Shareholders to consider these compelling facts when evaluating the Noront Offer and the Cliffs’ offer before them:
- The Cliff’s offer does not provide Freewest shareholders with upside potential in the Ring of Fire, now considered to be one of the most dynamic mineral districts in the world;
- Cliffs revised offer is fully taxable to a Canadian resident Freewest shareholder which devalues Cliffs’ $0.90 offer considerably;
- Freewest’s assertion that Noront’s stock is not liquid is deliberately misleading, as TSX-Venture Exchange daily volumes substantiate the historical liquidity of Noront shares;
- Noront’s management and Board have a proven track record in project development and construction; and
- The combined chromite assets will offer synergies in terms of exploration and development.
Wes Hanson, Noront CEO, states: “We urge Freewest Shareholders to tender their shares to our Offer, the only Offer that will allow continued participation in the Ring of Fire. Freewest’s shareholders have been abandoned by their Board and Management and therefore it is up to you, the Freewest shareholder, to decide the future of your company. We note with interest that Freewest’s Board and Management have sacrificed “new Freewest” while managing to maintain preferential treatment with respect to their options by receiving cash at a premium to the current Freewest share price and would receive upon closing of the transaction change of control payments which are significantly out of line with industry standards. We also note that the management team has failed to deliver a value enhancing NI 43-101 resource estimate on their world class chromite asset. It is also interesting to note that this same management team negotiated an increased break fee, and instituted a timetable that frustrates competing Offers.”
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
For further information regarding this Offer, please contact Wes Hanson, President and Chief Executive Officer or Joanne Jobin, Vice President Corporate Communications at (416) 367-1444, or visit Noront’s website at: http://www.norontresources.com.
Wesley (Wes) Hanson
President & Chief Executive Officer
Noront’s Offer is full, fair and final. The deadline for tendering shares is December 11, 2009 at 11:59 pm.
For more information on the Freewest Offer, please visit Noront’s website at www.norontresources.com or contact the Investor Relations Department at Noront at (416) 367 1444. ext 126
To tender your Freewest shares, please contact:
Laurel Hill at Laurel Hill Advisory Group?��Ǩ��North American Toll Free Phone: 1-888-882-6742?��Ǩ��
Outside North America, Banks and Brokers Call Collect: +1 (416) 637-4661