Freewest Questions Real Value Of Noront's "Final" Offer
05 Dicembre 2009 - 12:08AM
Marketwired
Freewest Resources Canada Inc. (TSX VENTURE: FWR) wishes to comment
on the revised "final" offer by Noront Resources Ltd. for all of
the common shares of Freewest. Freewest will file a Notice of
Change to its Directors' Circular shortly with Freewest's formal
response to the revised Noront offer. The revised offer, first
announced by Noront in a press release on November 30, 2009, is set
out in Noront's formal Notice of Variation and Extension dated
December 1, 2009, as filed on SEDAR.
Noront's press release emphasizes, in its title and elsewhere,
that the revised Noront offer has an "implied value" of $0.86 per
Freewest share. Freewest believes that this figure of $0.86 per
share is grossly exaggerated. It is based on the value of the
fractional Noront share ($0.64, based on Noront's closing price of
$2.25 on Friday, November 27) offered for each Freewest share, and
on the notional value of the fractional Noront warrant (allegedly
$0.22) offered for each Freewest share. Freewest doubts that the
fractional Noront warrant offered for each Freewest share has a
value of $0.22. Value attributed to warrants is extremely variable
and is necessarily based upon a series of assumptions, none of
which were explained by Noront. In short, the real value of the
Noront warrants offered could be anything from zero to $0.22 per
share, adding greatly to the level of uncertainty of Noront's
"final" offer.
Further, Noront did not include this alleged value of $0.86 per
share in its formal Notice of Variation dated December 1, 2009,
filed on SEDAR one day after Noront's press release. In other
words, Noront made a claim in its press release as to a value
proposition to Freewest shareholders, but failed to make the same
claim in its formal, Board-certified document.
Noront's November 30 press release also states that Noront's
revised offer is "final and will expire on December 11 and will not
be increased". These statements do not appear anywhere in Noront's
formal Notice of Variation filed one day later. Freewest believes
that these are material statements. They should have been included
and certified in the formal Notice of Variation.
Freewest is concerned with these material discrepancies, one day
apart, between Noront's press release and its formal document filed
on SEDAR. Freewest believes that any statement as to value made in
a press release by Noront in the context of a take-over bid should
be substantiated and should have been made in the formal Notice of
Variation. If not, the statement as to value should be retracted by
Noront. Freewest also believes that the statements made by Noront
in the press release as to the revised offer being "final" and that
it "will not be increased" should have been included in the formal,
Board-certified Notice of Variation.
As a result of these material discrepancies, Freewest
shareholders don't know whether to believe Noront's press release,
Noront's Notice of Variation, or neither.
Freewest's Board of Directors unanimously recommends that
Freewest shareholders: (i) NOT tender their shares to the Noront
offer; and (ii) vote FOR the Plan of Arrangement with Cliffs
Natural Resources Inc. at the special meeting of shareholders to be
held in January 2010.
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 a proposed Plan of Arrangement with Cliffs Natural
Resources Inc. Georgeson may be contacted as follows:
Georgeson Inc.
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. This
forward-looking information is subject to numerous risks and
uncertainties, certain of which are beyond the control of Freewest
Resources Canada Inc. ("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 a proposed 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
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