Shares Outstanding: 163,631,957
Fully Diluted: 173,461,957
TORONTO, Dec. 8 /CNW/ - 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
- 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
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.
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.
SOURCE NORONT RESOURCES LTD.
For further information: For further information: on the Freewest Offer, please visit Noront's website at www.norontresources.com or contact Noront's Investor Relations Department at (416) 367-1444. ext 126; To tender your Freewest shares, please contact; Laurel Hill at Laurel Hill Advisory Group, North American Toll Free Phone: (888) 882-6742, Email: email@example.com; Outside North America, Banks and Brokers Call Collect: (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 (416) 367-1444, or visit Noront's website at: http://www.norontresources.com