Attention Freewest Shareholders: Receive full and fair value for your Freewest
shares by tendering to the Noront Offer today
Symbol: NOT:TSX-V
Shares Outstanding: 163,781,957
Fully Diluted: 173,461,957
TORONTO, Nov. 10 /PRNewswire-FirstCall/ - 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 # 1-416-646-3096
Toll Free # 1-877-974-0452
Conference ID: 4183213
http://w.on24.com/r.htm?e=177954&s=1&k=59CD5466FB0E6E6EFEF8EEA840EB8034
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
Fire Assets
- 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.
Sincerely,
Wesley (Wes) Hanson
President and Chief Executive Officer
Noront Resources
ASSISTANCE TO TENDER YOUR SHARES, PLEASE CONTACT LAUREL HILL
------------------------------------------------
Laurel Hill Advisory Group
New York - Toronto - San Francisco - Vancouver
------------------------------------------------
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NORTH AMERICAN TOLL-FREE AT 1-888-882-6742,
BANKS AND BROKERS COLLECT AT 1-416-637-4661
OR
CONSULT WITH YOUR FINANCIAL ADVISOR.
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About Noront
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.
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
