Attention Freewest Shareholders: Receive Full and Fair Value for Your Freewest Shares by Tendering to the Noront Offer Today
By Noront Resources Ltd., PRNEMonday, November 9, 2009
TORONTO, November 10 -
Symbol: NOT:TSX-V Shares Outstanding: 163,781,957 Fully Diluted: 173,461,957
Noront Resources Ltd. ("Noront" or the "Company") (TSX Venture: NOT) has
made a premium Offer to purchase your shares of Freewest Resources Canada
Inc. ("Freewest") on the basis of 0.25 of a Noront share for every one (1) of
your Freewest shares.
You are encouraged to tender your Freewest shares to the Noront Offer
and receive a premium of 51% over the 30 calendar day volume weighted share
price ("VWAP") prior to the date we announced our intention to make an offer.
In addition to the substantial premium we are offering for your Freewest
shares, our Offer will allow you to continue to benefit from all Ring of Fire
upside opportunities and to participate in Noront's high-grade
nickel-copper-PGM discoveries and the larger more robust combined chromite
assets.
By combining key infrastructure, operational efficiencies, and Noront
management's demonstrated expertise in developing world class projects, it
will enhance the value of your shares.
Noront's Offer provides the Freewest shareholders with full and fair
value, given the early stage of development of Black Thor, and allows
Freewest shareholders to realize the potential future value of these assets
today and in a manner that is likely to be less dilutive than if Freewest
developed Black Thor on its own.
Freewest's shares have only exceeded the October 5, 2009 implied offer
price (C$0.3975) for 10 days since the Ring of Fire was discovered in 2007.
You should be aware that the Freewest shares are trading at the current
levels as a result of Noront's Offer. If our Offer is not accepted,
Freewest's shares will likely return to the pre-offer price levels, or less.
This is the ONLY offer that has been made to purchase your Freewest
shares and this may be your only chance to receive full value for your
investment.
On November 13, 2009 Noront will provide all Freewest Shareholders the
opportunity to have their questions answered at a Discussion Luncheon which
will be held at The Fairmont Royal York hotel located at 100 Front Street
West, Toronto, Ontario in the Territories Room on the MM level. Registration
is at 11:30am, lunch at 12:00pm and the presentation will be at 12:30pm. The
Luncheon is an invitation only event; however there will be ample opportunity
in an open audio session after the presentation and during the Question and
Answer portion of the Luncheon for all shareholders to call in and ask Wes
Hanson questions regarding the Offer. For further information regarding the
call in luncheon, please contact Sheena Anderson at the Investor Relations
Department at (416) 367 1444 ext 120.
Call in and webcast information for the Discussion Luncheon is as
follows:
Local No. 1-416-646-3096 Toll Free No. 1-877-974-0452 Conference ID: 4183213 w.on24.com/r.htm?e(equal sign)177954&s(equal sign)1&k(equal sign)59CD5466FB0E6E6EFEF8EEA840EB8034
(Due to the length of this URL, it may be necessary to copy and paste
this hyperlink into your Internet browser's URL address field. Remove the
space if one exists.)
November 10, 2009
Dear Freewest shareholder:
This letter is intended as a follow-up to the information packet that
we sent you earlier in October, which contained Noront's Offer to purchase
your shares of Freewest. By this time, we hope you are actively considering
tendering your shares to our Offer. Some of Freewest's shareholders have
already accepted our Offer and tendered their shares in advance of the
scheduled November 18th expiry time.
Noront is offering you 0.25 of a Noront share for every one (1) of your
Freewest shares. As of the offer date, our Offer provides a per share value
of C$0.3975, representing a 51% premium over the 30 calendar day volume
weighted share price prior to the day of our announcement to make an
offer(1). Based on the date of this letter, the offer represented a value of
C$0.413 per Freewest share or a 57% premium to the same pre-offer 30 day
weighted average share price. Based on similar prior Canadian transactions,
the premium we are offering you is superior to that of the average premium
paid in these transactions as you can see from the chart
norontresources.com/find/id/26/96. Furthermore, we feel, given the
additional funding that needs to be spent to produce a NI 43-101 compliant
resource estimate at Black Thor that our offer represents a tremendous
opportunity for you to realize some of the value upside of your investment
today. At the same time we welcome you to be part of what we view as Canada's
next major mining company.
We would also like to highlight to you that Freewest's share price,
prior to the announcement of our offer, has only exceeded the implied offer
price for 10 days since August 2007 (when Noront originally announced its
Ring of Fire discovery). Furthermore, we believe Freewest's improved share
price in recent weeks has been driven exclusively by our offer and no other
factors. This fact is supported by what we see as Freewest's inability to
create value from its Ring of Fire assets.
By adjusting Freewest's share price for its holding in Quest Uranium,
the implied value of Freewest's other assets (in particular its Ring of Fire
assets) actually decreased over the period of January 11, 2008, the date on
which Quest Uranium commenced trading, and October 2, 2009, the last trading
day immediately prior to the announcement of our Offer
norontresources.com/find/id/27/7F.
Accepting our Offer will allow you to realize a significant increase in
the value of your Freewest investment, while benefiting from continued
ownership in the Ring of Fire.
Beyond the immediate realization of our Offer premium, you, by accepting
the Offer, will continue to benefit from all significant developments in the
Ring of Fire through your ownership of Noront. By accepting the Offer, the
value of your investment will be enhanced by the participation in Noront's
existing high-grade Eagle's Nest nickel-copper-platinum-palladium deposit,
its recently announced Triple J gold zone, its Blackbird chromite deposit,
and its vanadium discovery all located in the Ring of Fire. These assets
combined with Freewest's existing Black Thor and Big Daddy chromite assets in
the Ring of Fire will further solidify the combined company as the preeminent
company in the Ring of Fire and one of the most attractive mineral resource
development companies listed in Canada today.
Along with the consolidation of the land positions, Freewest
shareholders will benefit from the rationalization of exploration and
development activities within the Ring of Fire. This rationalization will
help to reduce further dilution for Freewest shareholders through tighter
cost controls and will pave the way for the sharing of essential
infrastructure and logistics, resulting in higher returns for all projects in
the Ring of Fire and economies of scale leading to lower operating costs.
Noront's shareholder focused, management team will support the well-funded,
enhanced project. More specifically, the combined company will have access to
pro-forma combined working capital of approximately C$37m and our seasoned
management team with 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.
The combination of an experienced management team, well-funded treasury,
and improved project economics significantly enhances the prospects of
development for the Ring of Fire - Noront's sole focus! Furthermore, we have
been mandated by our Board of Directors to explore and aggressively develop
the Ring of Fire in the most optimal and least dilutive manner. In order to
accomplish this mandate, we are currently undertaking the following
initiatives:
- Consistently and steadily increasing the size of the Eagle One deposit through a carefully planned, well executed drill program - We have retained the services of Micon International to provide Canada's first NI 43-101 compliant chromite resource estimate for our Blackbird chromite deposit expected to be released this quarter - Currently, four drills are defining the extents of the mineralization at Eagle's Nest and a fifth drill is actively testing the AT-12 nickel-copper sulphide target - We announced on November 2, 2009 that Noront has retained SNC Lavalin to complete an Infrastructure and Transportation Study of our Ring of Fire Assets - We have established a First Nations Advisory Committee to assist the company in developing targeted programs and initiatives to increase First Nations participation in the Ring of Fire development.
For all the reasons stated above, we feel our offer provides you with
significant immediate value and the potential to benefit from all significant
developments in the Ring of Fire. As such, we believe you will find our offer
compelling and, if you have not yet tendered your shares, we urge you to do so
before our offer expires on November 18, 2009. Noront cautions you that by
failing to tender your shares you may lose the opportunity to realize a
premium and to take part in the potential upside associated with the Ring of
Fire.
Sincerely, Wesley (Wes) Hanson President and Chief Executive Officer Noront Resources ASSISTANCE TO TENDER YOUR SHARES, PLEASE CONTACT LAUREL HILL ------------------------------------------------ Laurel Hill Advisory Group New York - Toronto - San Francisco - Vancouver ------------------------------------------------ --------------------------------------------------- NORTH AMERICAN TOLL-FREE AT 1-888-882-6742, BANKS AND BROKERS COLLECT AT 1-416-637-4661 OR CONSULT WITH YOUR FINANCIAL ADVISOR. ---------------------------------------------------
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
FORWARD LOOKING STATEMENTS
This release contains "forward-looking statements" within the meaning of
applicable Canadian securities legislation, including predictions, projections
and forecasts. Forward-looking statements include, but are not limited to,
statements that address activities, events or developments that the Company
expects or anticipates will or may occur in the future, including such things
as future business strategy, competitive strengths, goals, expansion, growth
of the Company's businesses, operations, plans and with respect to
exploration results, the timing and success of exploration activities
generally, permitting time lines, government regulation of exploration and
mining operations, environmental risks, title disputes or claims, limitations
on insurance coverage, timing and possible outcome of any pending litigation
and timing and results of future resource estimates or future economic
studies.
Often, but not always, forward-looking statements can be identified by
the use of words such as "plans", "planning", "planned", "expects" or
"looking forward", "does not expect", "continues", "scheduled", "estimates",
"forecasts", "intends", "potential", "anticipates", "does not anticipate",
or "belief", or describes a "goal", or variation of such words and phrases or
state that certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved.
Forward-looking statements are based on a number of material factors and
assumptions, including, the result of drilling and exploration activities,
that contracted parties provide goods and/or services on the agreed
timeframes, that equipment necessary for exploration is available as
scheduled and does not incur unforeseen break downs, that no labour shortages
or delays are incurred, that plant and equipment function as specified, that
no unusual geological or technical problems occur, and that laboratory and
other related services are available and perform as contracted.
Forward-looking statements involve known and unknown risks, future events,
conditions, uncertainties and other factors which may cause the actual
results, performance or achievements to be materially different from any
future results, prediction, projection, forecast, performance or achievements
expressed or implied by the forward-looking statements. Such factors include,
among others, the interpretation and actual results of current exploration
activities; changes in project parameters as plans continue to be refined;
future prices of gold; possible variations in grade or recovery rates;
failure of equipment or processes to operate as anticipated; the failure of
contracted parties to perform; labour disputes and other risks of the mining
industry; delays in obtaining governmental approvals or financing or in the
completion of exploration, as well as those factors disclosed in the
company's publicly filed documents. Although Noront has attempted to identify
important factors that could cause actual actions, events or results to
differ materially from those described in forward-looking statements, there
may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information: regarding this Offer, please contact Wes Hanson,
President and Chief Executive Officer or Joanne Jobin, Vice President
Corporate Communications at +1-416-367-1444, or visit Noront's website at:
www.norontresources.com
For further information: regarding this Offer, please contact Wes Hanson, President and Chief Executive Officer or Joanne Jobin, Vice President Corporate Communications at +1-416-367-1444, or visit Noront's website at: www.norontresources.com
Tags: canada, Noront Resources Ltd., Toronto