Toronto, Ontario, December 8, 2009. Noront Resources Ltd. (“Noront” or the “Company”) (TSX Venture: NOT) Noront announces dismay at the aggressive and misleading attempts by Cliffs Natural Resources Inc. (“Cliffs”, NYSE: CLF & PARIS: CLF) in their press release on December 7, 2009 to persuade the shareholders of Freewest Resources Canada Inc. (“Freewest”, TSX-V:FWR ) to accept their offer in the face of mounting support for the Noront offer. Noront is surprised that a major U.S mining company, with 160 years of experience, feels it is necessary to mischaracterize and confuse Freewest shareholders with an attempt to challenge the credibility of Noront’s management team and the validity of Noront’s offer; the only clear alternative for any Freewest shareholders who wish to retain their exposure to the potential upside of the Ring of Fire.
Noront would like to briefly respond to their press release by clarifying the following facts:
- Noront and its legal counsel have fully cooperated with the Quebec Autorite des Marches Financiers (or “AMF”) in response to questions raised by the AMF. As of last Friday, December 4, 2009, despite the comments made by Cliffs in its December 7, 2009 press release, the AMF are satisfied with all responses that Noront has provided, have alleged no wrongdoing on the part of Noront and were not pursuing any further action. Any suggestion to the contrary by Cliffs’ is misleading and inaccurate.
- The notional value of the fractional warrant of C$0.22 per Freewest common share is calculated using standard market practices and a volatility assumption of 100%. This volatility assumption compares conservatively to current Noront one month, three month and one year volatilities of 147%, 102% and 135% respectively; and a volatility of 142% used when Noront last granted options. In effect, this calculation places a value on the probability that, upon expiry of the warrant in five years time, the Noront share price will be above the C$4 per share exercise price. Ultimately, the most relevant and important assumptions in attributing value to the warrant is the potential value of the Ring of Fire which Noront believes to be significant. If the Ring of Fire potential upside is realized the value of the warrant has the potential to be materially higher than that stated in our offer;
- Noront’s rationale for acquiring Freewest has, amongst other things, always been to extract synergies through the sharing of essential logistics infrastructure, thereby increasing the development prospects of all Ring of Fire discoveries and the overall economics of all projects that are developed in the Ring of Fire. Cliffs continues to disregard the infrastructure development challenges in the Ring of Fire and the value creation for both Noront and Freewest shareholders that could result from the consolidation and sharing of essential infrastructure;
- Cliffs’ offer does not allow Freewest shareholders to defer their capital gains tax liabilities on their investment. We fail to see how Cliffs can suggest that allowing Freewest shareholders the flexibility to manage their tax affairs has no value. Freewest shareholders should seek independent tax advice to assess the specific impact that Cliffs’ and Noront’s offer will have on their individual tax position;
- Noront’s disclosure policy is to release material information to the market in a timely manner. Any suggestion that the timing of drill results and the ensuing performance of Noront’s stock price are in turn manipulative is misleading and completely without basis; we release material drill results as they become available;
- Noront notes that according to Cliffs, a years’ technical work has already been completed with respect to Freewest’s deposits. We must question what technical work has been undertaken by Cliffs on Freewest’s properties over the last year and why should Cliffs be privy to material, non-public, insider information that is not available to all Freewest shareholders? We believe that this is an issue that all Freewest Shareholders should question; and
- Noront notes with surprise the complete turn-around by Freewest with respect to the change of control payments owed to Freewest’s senior management. As highlighted by Noront in its original offer to Freewest shareholders, the C$6.5 million change of control payments are excessive and entirely out of line with market standards. As recently as Friday, December 4, 2009, Freewest and its representatives were defending the C$6.5 million payments as appropriate and as having been confirmed by Freewest’s board of directors. In its December 7, 2009 press release, Cliffs indicates that these payments have now apparently been reduced to C$2.5 million: This is yet another example of Freewest failing to disclose material information to its shareholders and begs the question; what other provisions of the Cliffs offer have not been disclosed to Freewest shareholders?
Noront’s President and CEO Wes Hanson notes: “The Noront Offer is the only offer that continues to allow a Freewest shareholder to benefit from the significant upside of the Ring of Fire, a unique mineral district with tremendous future potential. It allows the Freewest shareholder to join a company with the largest land position in the Ring of Fire, a company, which has demonstrated the greatest level of exploration success in the Ring of Fire, and a company with a vibrant, exciting future. Our Offer is final, will not be increased and will expire at midnight on December 11th.” Mr. Hanson also notes: “I, like many others, am disturbed that Cliffs has admitted to having over a years’ worth of confidential information on Freewest’s chromite deposits yet none of this information is in the public domain under a Cliffs ‘Report or a Cliffs’ Press Release. If I were a Freewest shareholder I would ask myself, have I been allowed to benefit from all of Cliff’s findings, and am I being allowed to benefit now?”
Under the current Offer, for each seven (7) Freewest shares held, Noront will issue two (2) freely tradeable Noront shares and one (1) five-year (5) purchase warrant with a strike price of C$4.00. The implied value at the time of the offer was estimated to be C$0.86 per Freewest share and is currently C$0.95 per Freewest share.
Noront’s Offer has been extended and now expires on December 11, 2009. All Freewest shareholders are urged to tender their shares to the Noront bid, the only bid that will provide all Freewest Shareholders with the opportunity to partake in the upside of the Ring of Fire
For more information on the Freewest Offer, please visit Noront’s website at www.norontresources.com or contact Noront’s Investor Relations Department at +1 (416) 367 1444. ext 126
To tender your Freewest shares, please contact;
Laurel Hill at Laurel Hill Advisory Group
North American Toll Free Phone: +1 (888) 882 6742
Outside North America, Banks and Brokers Call Collect: +1 (416) 637 4661
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