Shares Outstanding: 163,631,957
Fully Diluted: 173,461,957
TORONTO, Oct. 13 /CNW/ - Noront Resources Ltd. ("Noront" or the "Company") (TSX Venture: NOT)announced today that it has formally commenced a share exchange take-over bid (the "Take-Over Bid") for Freewest Resources Canada Inc. ("Freewest", TSX-V:FWR) to acquire all of the issued and outstanding common shares (the "Common Shares") of Freewest (the "Offer").
"We are extremely pleased with the support we have received since announcing our intention to launch a take-over bid for Freewest," said Mr. Wes Hanson, President and CEO of Noront "We firmly believe that the shareholders of both Freewest and Noront will realize tangible benefits from this transaction."
Offer Reflects the Value of Freewest's Assets
- The consideration, in the form of Noront common shares, represents a
premium of 26% and 51% based on the Common Share price immediately
prior to the announcement of Noront's intention to make the Offer
(October 2, 2009) and the 30 calendar day volume weighted average
price to the same day, respectively.
- Based on the closing price of Noront's common shares on October 9,
2009, the Offer represents a premium of 59% and 90% to the Common
Share price immediately prior to the announcement of Noront's
intention to make the Offer (October 2, 2009) and the 30 calendar day
volume weighted average price to the same day, respectively.
- Since the Offer is a share exchange transaction with nominal cash
consideration, shareholders of Freewest will, upon the successful
completion of the Offer, through their ownership of the Noront common
shares, continue to benefit from any significant developments from
Noront's and Freewest's existing land holdings in the Ring of Fire
and will continue to share in any future increases in value
associated with the development and operation of the existing
portfolios of Noront (including the Eagle's Nest and Blackbird
deposits) and Freewest.
- On October 2, 2009, the last day prior to Noront's announcement of
its intention to make the Offer, the closing price of the Freewest
common shares was C$0.315.
Pursuant to the Offer, each holder of Common Shares ("Shareholder") will receive 0.25 of a Noront common share and C$0.0001 in cash for each Common Share tendered under the Offer.
The Take-Over Bid is subject to customary conditions, including: that a minimum of 66 2/3% of the outstanding Common Shares on a fully diluted basis are tendered to the Offer, that the management change of control payments of Freewest do not exceed, in the aggregate, C$1.5 million, receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, the absence of any material adverse change in Freewest, the absence of certain prohibited activities on the part of Freewest (including share issuances, material debt issuances, acquisitions and dispositions) and no untrue statements or omissions in Freewest's public disclosure. Noront intends to take all necessary steps to acquire any Common Shares that remain outstanding following the expiry of the Offer.
Full details of the Offer are contained in the formal offer to purchase and take-over bid circular (the "Offer Documents") to be filed today with securities regulatory authorities and to be mailed subsequently to Shareholders. The Offer will remain open until 5:00 p.m. (Toronto time) on November 18, 2009.
Noront's financial advisor is Rothschild and Fraser Milner Casgrain LLP is acting as legal counsel.
Investors may obtain a free copy of the Offer Documents filed by Noront today with Canadian securities regulators at www.sedar.com. In addition, you may request these documents free of charge, once they have been mailed, from Noront's information agent, Laurel Hill Advisory Group at 1-888-882-6742.
This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities of Freewest. Such an offer can only be made pursuant to an offer to purchase and accompanying offering circular filed with the securities regulatory authorities in Canada.
About Noront Resources:
Noront Resources Ltd. is focused on its significant and multiple, high-grade nickel-copper-platinum-palladium, chromite 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 and 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.
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.
SOURCE NORONT RESOURCES LTD.
For further information: For further information: Joanne Jobin, Vice President Corporate Communications at (416) 367-1444 ext 126, or visit Noront's website at: http://www.norontresources.com