Freewest Update to Shareholders
17 Novembre 2009 - 10:37PM
Marketwired
The Board of Directors of Freewest Resources Canada Inc. (TSX
VENTURE: FWR) wishes to provide Freewest shareholders with an
update regarding the unsolicited all-share offer by Noront
Resources Ltd. for the outstanding shares of Freewest and
Freewest's on-going negotiation of a value-enhancing alternative
transaction.
Freewest's Board of Directors continues to recommend that
Freewest shareholders REJECT the hostile take-over bid made by
Noront on October 13, 2009 and NOT tender their shares to the
Noront offer. The Board of Directors continues to be of the view
that the Noront offer is financially inadequate and opportunistic,
and fails to recognize the strategic value of Freewest's assets and
its future value-creation potential.
As previously announced, Freewest has entered into a
Confidentiality and Exclusivity Agreement with a third party under
which Freewest is negotiating with this party on an exclusive
basis. Freewest wishes to advise its shareholders that Freewest's
legal counsel and financial advisors are actively working with the
third party's legal counsel and financial advisors on definitive
agreements for an alternative value-enhancing transaction, in order
to sign the definitive agreements before the expiry of the
exclusivity period on December 1, 2009.
"We believe that this transaction will be to the benefit of
Freewest's shareholders and is in Freewest's best interests", said
Mackenzie I. Watson, President and Chief Executive Officer of
Freewest. "Our goal is to sign definitive agreements for the
transaction with the third party by December 1."
As previously announced, Freewest's Shareholder Rights Plan will
stay in effect until 5 p.m. on December 1, 2009. Accordingly,
Noront has extended the expiry date of its offer to December 1. As
a result, Noront cannot take up or pay for tendered Freewest
shares, if any, prior to that date.
"As Noront has extended its offer to December 1, there is no
reason for Freewest shareholders to tender their shares or take any
other action at this time", added Mr. Watson. "In a take-over bid,
there is no advantage in tendering shares early."
In addition, Freewest is surprised by a statement made by Noront
in its Notice of Variation and Extension dated November 13, 2009,
that "on November 12, 2009, Noront reached an agreement with
Freewest whereby Noront agreed to extend the (Noront) Offer until
5:00 p.m. (Toronto time) on December 1, 2009". Noront made a
similar statement in its press release of November 12, 2009.
In fact, the decision by Noront to extend its offer to 5 p.m. on
December 1 was made by Noront alone. Any implication that Freewest
participated in, or agrees with, Noront's decision to extend its
offer is misleading. On November 12, Freewest and Noront agreed
only that Noront's application to the Bureau de decision et de
revision en valeurs mobilieres for a cease-trade order in respect
of Freewest's Shareholder Rights Plan was settled and that Freewest
would, if the Noront offer was extended to at least 5 p.m. on
December 1, 2009, waive the application of the Shareholder Rights
Plan with respect to Noront's offer at that time.
Freewest is a well-financed mineral exploration company. It is
actively exploring for gold, base-metals and chromite within
eastern Canada. Corporate information can be accessed on the
Internet at www.freewest.com. Freewest's shares are listed on Tier
1 of the TSX Venture Exchange under the symbol FWR. Freewest can
give no assurances that it will enter into a definitive agreement
with the third party or that a transaction with the third party
will ultimately be completed.
Forward-Looking Statements
This news release contains statements that constitute
"forward-looking information" or "forward-looking statements"
within the meaning of applicable securities legislation. More
particularly, this news release contains forward-looking
information concerning the possibility of Freewest Resources Canada
Inc. ("Freewest") signing a definitive agreement with a third party
pursuant to a Confidentiality and Exclusivity Agreement. This
forward-looking information is subject to numerous risks and
uncertainties, certain of which are beyond the control of Freewest.
Actual results or achievements may differ materially from those
expressed in, or implied by, this forward-looking information. No
assurance can be given that any events anticipated by the
forward-looking information will transpire or occur, or if any of
them do so, what benefits that Freewest will derive therefrom.
Forward-looking information is based on the estimates and opinions
of Freewest's management at the time the information is released
and Freewest does not undertake any obligation to update publicly
or to revise any of the forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable securities laws.
Neither the 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.
Contacts: Freewest Resources Canada Inc. Mackenzie I. Watson
President and CEO (514) 878-3551 or 1-888-878-3551 (514) 878-4427
(FAX) info@freewest.com www.freewest.com Bay Street Connect Michael
D'Amico Investor Relations (647) 500-6023 AGORACOM Investor
Relations FWR@Agoracom.com http://agoracom.com/ir/freewest
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