Shares Outstanding: 163,631,957
Fully Diluted: 173,461,957
TORONTO, Dec. 4 /CNW/ - Noront Resources Ltd. ("Noront" or the "Company") (TSX Venture: NOT) announced today that the increased Offer (the "Offer") it made to the Shareholders of Freewest Resources Canada Inc. ("Freewest") (TSX Ventures: FWR) submitted to Freewest Shareholders on November 30th, 2009 is full, fair and final and will not be increased. Noront has waived all the conditions associated with the Offer. The Company reminds all Freewest Shareholders that the deadline for tendering Freewest shares to the Noront Offer is Friday, December 11, 2009, at 11:59 pm. Information on how to tender your shares is provided at the end of this news release and on Noront's website at www.norontresources.com.
Noront's current Offer to Freewest shareholders is as follows:
- Under the current Offer, for each seven (7) Freewest shares held,
Noront will issue two (2) freely tradeable Noront shares and one full
five-year (5) purchase warrant with an exercise price of C$4.00 per
Noront share. The implied value at the time of the Offer was
estimated to be C$0.86 per Freewest share.
- The implied value of this offer today is C$0.935 per Freewest common
share based on Noront's closing price of C$2.44 on December 3, 2009
and Noront's current share price volatilities.
- The Noront Offer represents a 173% premium to Freewest's closing
share price the day prior to the announcement of Noront's original
Offer and a 197% premium to Freewest's closing share price the day
prior to the announcement of Noront's original Offer and reflects a
4% premium to the revised Offer made by Cliffs Natural Resources Ltd.
- Based on tax advice obtained by Noront, the Cliffs' revised Offer
will be fully taxable to Canadian Freewest shareholders and
therefore, the capital gains tax impact to each Freewest shareholder
should be considered when comparing the Noront Offer with the revised
Cliffs' offer. For example, if a Freewest shareholders' original
purchase price was C$0.27 (the average Freewest share price during
the months of June and July, 2009) and if such Freewest shareholder
has a marginal tax rate of 43.4%, the actual implied value of
Cliffs' revised offer is only C$0.76 per Freewest share; and
- The amended Cliff's Offer continues to be highly conditional leading
to the possibility that the transaction may not close; Noront's Offer
Noront urges Freewest Shareholders to consider these compelling facts when evaluating the Noront Offer and the Cliffs' offer before them:
- The Cliff's offer does not provide Freewest shareholders with upside
potential in the Ring of Fire, now considered to be one of the most
dynamic mineral districts in the world;
- Cliffs revised offer is fully taxable to a Canadian resident Freewest
shareholder which devalues Cliffs' $0.90 offer considerably;
- Freewest's assertion that Noront's stock is not liquid is
deliberately misleading, as TSX-Venture Exchange daily volumes
substantiate the historical liquidity of Noront shares;
- Noront's management and Board have a proven track record in project
development and construction; and
- The combined chromite assets will offer synergies in terms of
exploration and development.
Wes Hanson, Noront CEO, states: "We urge Freewest Shareholders to tender their shares to our Offer, the only Offer that will allow continued participation in the Ring of Fire. Freewest's shareholders have been abandoned by their Board and Management and therefore it is up to you, the Freewest shareholder, to decide the future of your company. We note with interest that Freewest's Board and Management have sacrificed "new Freewest" while managing to maintain preferential treatment with respect to their options by receiving cash at a premium to the current Freewest share price and would receive upon closing of the transaction change of control payments which are significantly out of line with industry standards. We also note that the management team has failed to deliver a value enhancing NI 43-101 resource estimate on their world class chromite asset. It is also interesting to note that this same management team negotiated an increased break fee, and instituted a timetable that frustrates competing Offers."
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.
Noront's Offer is full, fair and final. The deadline for tendering shares is December 11, 2009 at 11:59 pm.
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
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