Freewest Resources Canada Inc. Comments on Revised "Final" Offer From Noront Resources Ltd.
30 Novembre 2009 - 11:22PM
Marketwired
Freewest Resources Canada Inc. (TSX VENTURE: FWR) wishes to comment
on the revised "final" offer for all of Freewest's shares announced
today by Noront Resources Ltd. The revised final offer consists of
one common share of Noront for every 3.5 Freewest common shares and
one Noront warrant for every seven Freewest shares. The warrants
have an exercise price of $4.00 and may be exercised for five
years. Noront has waived all of the conditions of its offer,
including the condition that at least 66 2/3% of Freewest's
outstanding shares be tendered to the offer.
Freewest advises its shareholders not to deposit any common
shares of Freewest to the revised Noront offer and not to take any
action concerning the revised offer until Freewest shareholders
have received further communication from the Board of Directors of
Freewest. Noront has extended its offer to December 11 and cannot
take up and pay for any tendered shares until that time. Freewest
shareholders gain no advantage by tendering shares prior to
receiving the recommendation of Freewest's Board of Directors.
Noront is required to send a Notice of Variation to Freewest's
shareholders regarding its revised final offer. Once Freewest's
Board of Directors has received Noront's Notice of Variation, it
will consider the revised final offer in consultation with its
financial advisor, CIBC World Markets Inc., and legal advisors, in
the context of Freewest's legal obligations under its
previously-announced Arrangement Agreement with Cliffs Natural
Resources Inc.
If Freewest's Board of Directors determines that the revised
Noront offer is a "Superior Proposal" as defined in the Cliffs
Arrangement Agreement, Cliffs has the right, but not the
obligation, to offer to amend the terms of the Arrangement
Agreement within a period of five business days after Freewest has
met certain conditions, including providing notice in writing to
Cliffs that it has determined that the revised offer from Noront is
a "Superior Proposal". Freewest's Board of Directors is obliged to
review in good faith any such offer by Cliffs, in order to
determine whether the revised Noront offer would continue to be a
"Superior Proposal" when compared to the Cliffs Arrangement
Agreement, as Cliffs has offered to amend it. If Freewest's Board
of Directors determines that the revised Noront offer does not
continue to be a "Superior Proposal", the Board of Directors will
promptly reaffirm its recommendation that Freewest shareholders
approve the Arrangement Agreement with Cliffs and will enter into
an amended Arrangement Agreement with Cliffs, reflecting Cliffs'
offer to amend the terms of the Arrangement. If Cliffs does not
offer to amend the terms of the Arrangement Agreement, Freewest is
permitted to terminate the Arrangement Agreement, subject to
certain conditions, including the payment of a $6 million
termination fee to Cliffs.
About Freewest
Freewest is a mineral exploration company 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.
Georgeson Inc. is acting as Freewest's solicitation agent in
connection with the previously-announced transaction with Cliffs
Natural Resources Inc. Georgeson may be contacted as follows:
100 University Avenue
11th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free Number: 1-866-433-7579
Banks and Brokers Collect Number: 1-212-806-6859
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 a Plan of Arrangement involving Freewest
Resources Canada Inc. and Cliffs Natural Resources Inc. 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. In
particular, no assurance can be given as to whether the plan of
arrangement with Cliffs Natural Resources Inc. will be completed.
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 AGORACOM Investor
Relations FWR@Agoracom.com http://agoracom.com/ir/freewest
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