Welcome to the McFaulds Lake HUB on AGORACOM

Discuss the various junior resource companies within the McFaulds Lake Area

Free
Message: from sedar / actual offer

from sedar / actual offer

posted on Dec 01, 2009 11:53PM

News release via Canada NewsWire, Toronto 416-863-9350

Attention Business Editors:

Noront Resources announces a C$0.86 per share final Offer to all

Freewest shareholders

<<

- Noront Resources is increasing its offer to Freewest shareholders.

Under the new Offer, for each seven (7) Freewest shares held, Noront

will issue two (2) freely tradeable Noront shares and a full fiveyear

(5) purchase warrant with a strike price of C$4.00.

- The implied value of this offer is C$0.86.

The Noront Offer represents a 173% premium to Freewest's closing share

price the day prior to the announcement of Noront's original Offer.

By tendering shares into the Offer, Freewest shareholders are being given

the opportunity to participate in continuing value creation in the Ring

of Fire

Noront's Offer is full, fair and final and will expire on December 11,

2009 and will not be increased.

Noront has waived all the conditions of its Offer.

Symbol: NOT:TSX-V

Shares Outstanding: 163,631,957

Fully Diluted: 173,461,957

>>

TORONTO, Nov. 30 /CNW/ - Noront Resources Ltd. ("Noront" or the

"Company") (TSX Venture: NOT) announced today that it has increased its Offer

(the "Offer") for Freewest Resources Canada Inc. ("Freewest") (TSX Ventures:

FWR) to an implied Offer price of approximately C$0.86 per share (based on

Noront's November 27, 2009 closing share price of C$2.25) in a transaction

that values the fully diluted share capital of Freewest at approximately C$222

million. Under the Offer, Freewest common shareholders will be entitled to

receive:

<<

- one (1) Noront common share for every 3.5 Freewest common share

tendered (the "Exchange Ratio"); plus

- one (1) Noront warrant (the "Noront Warrant"), with each full warrant

entitling the holder to acquire one Noront common share, for every

seven (7) Freewest common shares tendered;

>>

The Noront Warrants will have an exercise price of C$4.00 per Noront

common share and will expire five years after the date on which Noront first

pays for Freewest common shares tendered to the Offer. Noront will use its

best efforts to list these warrants on the TSX Venture Exchange. The Offer is

now open until 11.59 pm (Toronto time) on December 11, 2009, unless Noront

withdraws the Offer. Noront has waived all the unsatisfied conditions of the

original Offer, including the condition that at least 66 2/3% of the total

number of common shares outstanding (calculated on a fully-diluted basis)

would be validly deposited under the Offer by the Expiry Time. The

consideration offered under the new Offer will not be revised, it is the final

Offer by Noront and it gives all Freewest Shareholders the opportunity to

decide on whether to continue to participate in the maturation of the Ring of

Fire.

Those Freewest shareholders who have already tendered their common shares

under the terms of the Offer will receive the increased implied Offer price

for each common share validly tendered and not withdrawn and are not required

to take any further action.

<<

Highlights of the Offer

- Freewest shareholders will, upon successful completion of the Offer,

through their ownership of Noront common shares and warrants

received, continue to benefit from discoveries and developments in

the Ring of Fire and will continue to share in any future increases

in value associated with the development and operation of the

existing portfolios of Noront and Freewest

- Based on the closing price of Noront's common shares on November 27,

2009, of $2.25, the implied Offer price represents a premium of

approximately 173% over Freewest's closing price of $0.315 as at

October 2, 2009 (the day prior to the announcement of Noront's

original Offer).

- Based on the number of fully diluted Freewest common shares, as

publicly disclosed, Noront will issue under the Offer approximately

73.7 million common shares and 36.8 million warrants (assuming

exercise of all in-the-money Freewest warrants and options, and

excluding any shares issuable upon exercise of the Noront warrants)

>>

Noront's Rationale:

Noront believes Freewest's management has failed its shareholders by

supporting the Cliffs' Offer, which does not allow shareholders to continue to

benefit from the exciting exploration potential of the Ring of Fire.

Additionally, Freewest's management has,

<<

(i) negotiated for themselves, preferential treatment for themselves

with respect to their options by receiving cash at a premium to

the current Freewest share price, at the expense of its

shareholders;

(ii) undertaken a private placement from Cliffs' at a discount to the

Cliffs' offer price; and

(iii) agreed to conditions with Cliffs', such as the break fee, and a

timetable for completion that frustrates and hinders other

potential competing offers.

>>

As has been demonstrated by the market's reaction to the Cliffs' Offer,

the stated C$0.15 per share value of the New Freewest share is highly inflated

and Noront believes it will be difficult for Freewest shareholders to realize

any significant value from these shares in the near term due to illiquidity of

the stock and expected selling pressure upon listing.

Most importantly, Noront believes that the Freewest management has

negotiated a plan of arrangement with Cliffs, that denies Freewest

shareholders the opportunity to share in the benefits of any exploration and

other potential development of the Freewest assets since they will no longer

have exposure to the Ring of Fire.

Noront's President and CEO Wes Hanson notes: "We initiated our bid for

Freewest when we identified an opportunity to add bulk to our Blackbird

deposit where we had completed sufficient exploration work to allow a NI

43-101 resource estimate to be completed. While Noront was focused on defining

value for our shareholders by committing the funds necessary to properly and

thoroughly explore our chromite deposit, Freewest chose to ignore this

obvious, value enhancing option and chose instead to explore for nickel,

copper sulphides on their Ring of Fire claims. This forced Freewest to define

what they purport to be a "world class" deposit by disclosing a consistently

declining series of guesses as to the size and grade of the Black Thor

deposit. I believe Freewest's shareholders should question why, with funds and

time available, did Freewest's management chose not to add value for their

shareholders by defining an NI 43-101 resource at Black Thor? In terms of

shareholder value, no other course of action would have provided a greater

return for Freewest's shareholders." Mr. Hanson further noted, "Noront

recognized this opportunity and on October 2 we contacted Freewest with an

Offer that included a proposal to negotiate an agreement over the weekend.

This Offer was rebuffed and at no time during the process did Freewest make

any effort to engage Noront in discussions that would have benefitted the

combined shareholders of Freewest and Noront. I recommend that Freewest's

shareholders compare the two Offers for Freewest carefully and determine which

one offers the potential for a greater return on their investment? Which

company has demonstrated greater concern for their shareholders? Which company

has focused on defining the value of its assets through consistent and

thorough exploration, leading up to industry-accepted standards in terms of

resource exploration? I believe that the choice is obvious. I believe in the

future of the Ring of Fire. I believe that Noront's Offer provides greater

upside to Freewest's shareholders." Mr. Hanson adds: "Noront will focus on

completing the necessary exploration on Freewest's chromite deposits, adding

that information to Noront's already outstanding resource at the Blackbird

deposit. This will result in a larger, more valuable chromite resource that

would attract the attention of global companies that are actively developing

and mining chromite and producing ferrochrome. Noront is delighted to be the

only North American member of the International Chromite Developers

Association (ICDA), an exclusive, invitation-only organization which includes

some of the largest chromite miners and ferrochrome producers in the world.

Our deposits are well-known to this elite group and they are eager to see how

development unfolds."

In Canada, N.M. Rothschild & Sons Canada Limited and Dundee Securities

Corporation will act as dealer managers for the Offer and in the United

States, Rothschild Inc. will act as dealer manager.

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.

%SEDAR: 00003339E

/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/

(NOT.)

CO: Noront Resources Ltd.

CNW 06:00e 30-NOV-09

Share
New Message
Please login to post a reply