Noront Resources Offer Unchanged - Urges all Freewest Shareholders to Tender Shares
By Noront Resources Ltd., PRNEThursday, December 3, 2009
TORONTO, December 4 -
Symbol: NOT:TSX-V Shares Outstanding: 163,631,957 Fully Diluted: 173,461,957
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's Rationale:
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."
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.
Freewest Offer
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 +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 Email: assistance@laurelhillag.com Outside North America, Banks and Brokers Call Collect: +1-(416)-637-4661
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