Nunavut Iron Addresses OSC Staff Concerns


TORONTO, Jan. 5 /CNW/ - Nunavut Iron Ore Acquisition Inc. ("Nunavut Iron") announced today that it has agreed with Staff of the Ontario Securities Commission (the "Commission") to settle the matters which are the subject of Staff's application to the Commission scheduled for hearing on January 6, 2011 on the basis described below.  Staff have agreed to withdraw their application to the Commission as a result of this agreement.

It remains Nunavut Iron's present intention to file a notice of variation and extension (the "Exchange Right Variation") in order to amend its Offer for the Common Shares of Baffinland Iron Mines Corporation ("Baffinland") in order to provide further consideration for Common Shares taken up in the form of an exchange right in respect of common share purchase warrants that Nunavut Iron proposes be issued by Baffinland (the "Warrant Proposal").  The Warrant Proposal is described in Nunavut Iron's press release and its notice of variation and extension dated December 29, 2010. 

It is Nunavut Iron's intention to file the Exchange Right Variation on or before January 10, 2011.  If Nunavut Iron is unable to complete the necessary documentation to file the Exchange Right Variation on January 10, 2011, Nunavut Iron intends to extend its Offer on that date for an additional 10 day period in order to provide sufficient time to complete such documentation and file the Exchange Right Variation.  Nunavut Iron's Offer, as varied by the Exchange Right Variation, will be extended for 10 days from the date of the Exchange Right Variation.

In the event that Nunavut Iron's present intention changes and it determines not to proceed with the Exchange Right Variation in respect of the Warrant Proposal, or to amend its Offer after filing the Exchange Right Variation to remove the Warrant Proposal, Nunavut Iron will file a notice of variation and extension in respect of such decision extending its Offer for 10 days from the date of such notice of variation and extension.

No Common Shares will be taken up by Nunavut Iron under its Offer on January 10, 2011 or thereafter unless Nunavut Iron has filed the Exchange Right Variation or another notice of variation and extension withdrawing the Warrant Proposal and at least 10 days will have elapsed from the date thereof. 

Any amendment or extension of Nunavut Iron's Offer will remain subject to its existing conditions with the exception that Nunavut Iron will waive the failure of condition (b) under Section 4 of the Offer, which occurred as a result of the entering into of the amendment to the support agreement between Baffinland and ArcelorMittal on December 18, 2010; however, such waiver will be limited solely to the entering into of that amendment.

Any variation or extension of Nunavut Iron's Offer will be subject to review by Staff of the Commission in the ordinary course.


Nunavut Iron was incorporated under the laws of Canada on August 27, 2010 and has not carried on any material business other than in connection with matters directly related to the Offer. Nunavut Iron is wholly owned by Iron Ore Holdings.

Iron Ore Holdings is a limited partnership formed under the laws of Delaware for the purpose of making the Offer.  Iron Ore Holdings is owned by Bruce Walter, the Chairman of Nunavut Iron, Jowdat Waheed, the President and Chief Executive Officer of Nunavut Iron, and funds managed by The Energy & Minerals Group, which is providing the majority of the equity financing for the Offer.  The Energy & Minerals Group is a private investment firm with a family of funds with over US$2 billion under management that invest in the energy and minerals sectors. 

Caution to Readers

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in Canada, the United States or any other jurisdiction.  Any such offer to sell or the solicitation of an offer to buy any securities will be made only pursuant to appropriate documentation in compliance with all applicable securities laws.  No such offer or any sale of any securities will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Certain statements contained in this press release or in documents referred to in this press release including statements with respect to the Warrant Proposal, Nunavut Iron's intentions following an acquisition of control of Baffinland and other statements that are not historical facts are "forward-looking statements". Forward-looking statements are subject to inherent risks and uncertainties, and are necessarily based upon a number of assumptions that, while considered reasonable by Nunavut Iron and its controlling shareholders, which give rise to the possibility that actual results or events could differ materially from expectations expressed or implied by such statements.  The reader of this document is cautioned that such forward-looking statements are not guarantees of future performance or achievement. In particular, the Warrant Proposal requires compliance with applicable legal requirements, elements of its implementation are beyond the control of Nunavut Iron, and implementation may not be completed on a timely basis, if at all. The forward-looking statements contained in this news release describe Nunavut Iron's and its controlling shareholders' expectations at January 5, 2011 and, accordingly, are subject to change after such date. Nunavut Iron and its controlling shareholders disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable laws.

SOURCE Nunavut Iron Ore

For further information:


Kingsdale Shareholder Services Inc.
Toll Free 1-888-518-1562 (English or French)
Outside North America, Bankers and Brokers Call Collect 416-867-2272
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