Posted by: djo on October 18, 2008 06:31PM

Open Letter to Mr. Irwin

Mr. Irwin, you said in your letter to Attention Business Editors “What Noront fails to mention is that from December 30th, 2005 through to Aurelian’s successful sale to Kinross Gold Corp, a transaction valued at $1.2 Billion in September 2008, that Aurelians share price appreciated 40 times. Rosseau would gladly accept the opportunity to experience similar returns on its investment in Noront and suspects other Noront shareholders would too.”

Mr. Irwin, that must be one of the most stupid statements put to paper that I have ever read. To put forth such drivel; to mislead people is unbelievable. What about the millions upon millions of shares that traded between January 2006 to January 2008 at dollar values far in excess of the sale price to Kinross. How did all of those people receive 40 times multiple? But to continue with your distorted logic, it could easily be said Noront gave their shareholders 70 times multiple over exactly the same period. $0.10 - $7.00. What you Mr. Irwin and Rosseau forgot to mention was that the Directors had options in the pennies in Aurelian, they were the lucky ones, the average shareholder was not. The Aurelian Board of Directors did a deal starting when gold prices were trading above $900 per ounce, not a great deal to sell for $1.2 billion except for the insiders and affiliates, Rosseau being one of. In order to achieve 40 times multiple, you would have had to have stock from 2005 to 2008 and never taken a profit until the bitter end. Neither you, nor most shareholders would have done this.

Mr. Irwin, you also state “we are determined to ensure that the success or failure of Noront going forward is determined by the quality of its properties and that Noront’s shareholder are not short changed by an inability to raise funds”. Mr. Irwin, the word failure lends me to believe you do not know anything about Noront properties and/or the ability of Richard Nemis to raise capital with these properties. Anybody can raise capital on these properties even in today’s markets.

Mr. Irwin, you also state “your nominees are independent” what you don’t say is that you have had financial dealings with all currently or in the past, independent, I think not.

Mr. Irwin, you further state that your selected slate “has experience in development, corporate governance, capital markets and accounting. Many of them, unlike the existing Noront directors have been part of successful mining companies”. Before you speak, you should do due diligence of whom you speak. Mr. Richard Nemis has been, through his family, involved in mining since the late 1950’s. Richard Nemis along with Noble Harbinson started and mined Consolidated Durham Mines in New Brunswick which was antimony until it was mined out. Again, with Mr. Harbinson, they started a junior mining company called Onaping Resources and was the first junior to obtain off shore licenses off the coast of Sable Island. Richard Nemis helped develop Moss Lake; Richard Nemis was part of the antimony discovery in Newfoundland “Roycefield”. Richard Nemis started a company called Central Crude with seed capital of $0.63 which found gas and oil wells in the US, sold them off, bought Eagle River, raised money and drilled and founded an ore body. The stock went well in excess of $10.00. This produced gold under the name of River Gold. So, Mr. Irwin, that was just Richard Nemis, if you wish, I could do the same scenario for John Harvey formerly President of Noranda Explorations, Hemlo Gold. Your slate of appointees pales in comparison to the Noront Board and management.

Mr. Irwin, I understand that Rosseau and Pinetree Capital are in cahoots and some of the criticisms of Richard Nemis is by way of Mr. Inwentash. Both of you believe the share price is reflective of his leadership. In that aspect, how can Mr. Inwentash make any accusations? With approximately 30 times multiple on the negative side for his Pinetree Capital stock, where is his expertise or how great is his thinking, when on December 4, 2006 an investigation was announced that Pinetree Capital, CEO was under trading investigation involving manipulation trading and insider trading, there might be something to the adage “when you lie with dogs…” and so on.

Mr. Irwin, you are indicating that you are not a minority shareholder, but in fact one of the largest shareholders. I hate to tell you but 9.2% = 11,943,880 shares. With a total issue of 129,824,783 shares outstanding, you are a minority shareholder. The public is far greater by 90.8%.

Mr. Irwin, the other day you were talking to a Noront shareholder in regards to how many shares you would be voting and you said that you were waiting on a call from France. Well, from this I deduce that someone could be Pierre Lassonde. I have tracked Mr. Lassonde’s history and held him in high regard. However, if in fact Mr. Lassonde is aware, then being part of this document and Mr. Lassonde knows the information put out by Rosseau in order to gain votes which is full of misleading and outright false information, then my respect for Mr. Lassonde has been destroyed. But, I suspect the only thing Mr. Lassonde knows is the half truths and falsehoods put out by Rosseau. I would suspect Mr. Lassonde would not know Richard Nemis if he should fall over him. I wonder if in fact he is aware of the people and their reputations he is allying with. If so, then shame on him.

Also, maybe Mr. Lassonde does not know that in the Rosseau proxy form accusing Richard Nemis of wasting money on Windfall Lake, that such statement besides being misleading, is false. In this regard, in December 2006, Noront raised $15 million for the sole purpose of expanding the Windfall project. At that time there was no McFaulds Lake project. Richard Nemis did the only ethical and moral and correct thing, he honoured his word and commitment to the shareholders and financiers. It appears obvious by Rosseau’s printed word and the verbal word spoken by Kingsdale that possible Rosseau group would not be so honourable, again, shame on you Mr. Irwin.

You state that Noront has diluted its property interests through option agreements. Firstly this being only your opinion, I would pose this question, how can this be any different than one of your hand picked slate, Mr. Bruce Durham, a supposed friend of Richard Nemis, continue to do exactly the same JV’s in the same area. How is this any different?

Mr. Irwin, I also notice you are being supported by Genuity. I suspect the OSC might want to look into the timing of their selling of shares and a negative report by Mr. Gray. A coincidence, I think not. Shades of Pinetree!!

Mr. Irwin, I also notice that Rosseau Limited Partnership needs guidance from a captain with intelligence and foresight. Three loosing years out of the last five is less than stellar performance. Is this the same guiding hand that you will be bringing to Noront? Actually, this quite possibly will be your greatest yearly loss ever. I think your ship needs a steady hand on the tiller and full focus ahead. Prove that you and your crew are worthy before you try to Pirate away Noront.

My suspicion for your current actions is possibly related to the fact that you and Pinetree are upset that you were forced to take down the warrants earlier this year and/or lose them. I would have thought grown men would read the Contract before they signed on the dotted line. If that was the problem, then there seems to be some business acumen missing. Would Richard Nemis have had a problem with his shareholders if he had not lived up to the spirit of the agreement? I am sure he would have been the subject of a shareholder suit.

A very concerned shareholder

Cc OSC (Investigations)

Pinetree Capital (Sheldon Inwentash)

Rosseau Asset Management (W. Irwin)

Sprott Securities

Mr. McEwen

Mr. P. Lassonde

Genuity Capital (Mr. Gray)

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Holding with confidence, Canseco