Shares Outstanding: 163,631,957
Fully Diluted: 173,461,957
TORONTO, Nov. 12 /CNW/ - Noront Resources Ltd. ("Noront" or the "Company") (TSX Venture: NOT) announces that it has reached an agreement with Freewest Resources Canada Inc. ("Freewest") whereby Noront will extend its Offer of 0.25 of a Noront common share and C$0.0001 in cash for each Freewest common share until 5:00pm (Toronto time) on December 1, 2009, and terminate its application to the Bureau de Décision et de Révision en Valeurs Mobilières for a cease-trade order in respect of Freewest's Shareholder Rights Plan. In exchange, Freewest has agreed to waive the application of its Shareholder Rights Plan to Noront's Offer.
Wes Hanson, President and CEO of Noront stated, "Under the agreement reached today between Noront and Freewest, we have agreed to extend our Offer until December 1, 2009 and Freewest has agreed to waive effective immediately at 5:00 p.m. on December 1, 2009 the application of the Shareholder Rights Plan to our Offer. We encourage Freewest shareholders to take this opportunity to realize the full and fair value of our Offer, which is the only outstanding offer, and to tender their shares. Mr. Hanson further stated, "We note the entering into of a confidentiality and exclusivity agreement by Freewest with a single, unnamed party on the 40th day following the original announcement of our intention to make the Offer. Typically, parties seek to canvass all strategic alternatives and we are surprised that Freewest has essentially admitted at this stage that the range of options available to them consist only of the certainty of the Noront bid and the uncertainty of one unnamed offeror. This confirms our view that Noront's offer is the only realistic opportunity for Freewest to consummate a transaction which maximizes value for its shareholders."
All other terms and conditions of Noront's Offer for Freewest, described in the October 13, 2009 Offer to Purchase and Circular previously mailed to all shareholders, remain unchanged. Noront will mail to the Freewest Shareholders a Notice of Variation to the Offer, which will be subsequently filed on SEDAR.
Freewest Shareholder Luncheon - Postponed
In light of the foregoing, Noront has decided to postpone its upcoming Freewest Shareholder Discussion Luncheon originally scheduled for November 13, 2009. Noront intends to reschedule the Luncheon for the week of November 23rd, with further details to follow. We urge Freewest shareholders to participate in the event so that they may have their questions answered. The Discussion Luncheon location and call in information for participants will be reconfirmed at a later date. Please note that the Luncheon will be 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 Discussion Luncheon, please contact Sheena Anderson at the Investor Relations Department at (416) 367-1444 ext 120.
Noront's Offer remains the only offer outstanding for Freewest shareholders.
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 (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
Outside North America, Banks and Brokers Call Collect: +1 (416) 637-4661
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