Freewest Comments / Revised "Final" Offer From Noront Resources Ltd
posted on
Nov 30, 2009 05:53PM
Discuss the various junior resource companies within the McFaulds Lake Area
17:22 EST Monday, November 30, 2009
MONTREAL, QUEBEC--(Marketwire - Nov. 30, 2009) - 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