Shares Outstanding: 163,781,957
Fully Diluted: 173,461,957
TORONTO, Nov. 10 /CNW/ - 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
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 http://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 http://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
- 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.
Wesley (Wes) Hanson
President and Chief Executive Officer
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
CONSULT WITH YOUR FINANCIAL ADVISOR.
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: 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