At Noront Resources Ltd.' s annual meeting last year, chief executive Richard Nemis was the toast of the Canadian mining world and was welcomed like a king by shareholders.

But when they gather again at tomorrow's annual meeting, Mr. Nemis will be happy if he just has a job by the time it is over.

Noront is engaged in a proxy war with hedge fund manager Warren Irwin of Rosseau Asset Management Ltd., who wants to remove Mr. Nemis and take over the board. Both sides have waged a nasty public relations battle, but Mr. Irwin appears to have the edge because of institutional support. The prize is control of a world-class metal discovery that ranks among the best in decades.

"I seem to be a lightning rod for a guy by the name of Irwin," Mr. Nemis, 70, says. "I don't know what he wants, other than one hell of an ore body at a cheap price."

How did it come to this?

Toronto-based Noront existed for more than 30 years as a little-known exploration company. But it rose to stardom in late 2007 after making an ultra-rich nickel-copper discovery in the James Bay Lowlands in Northern Ontario. Since then, a series of chrome discoveries in the region, nicknamed the "Ring of Fire," have added to the excitement.

But that is not enough to satisfy Mr. Irwin, who owns nearly 10% of the stock and is not happy with Mr. Nemis's management of the company.

Among Mr. Irwin's complaints: Noront is wasting money on a gold project in Quebec, it is diluting its land position in the Ring of Fire by optioning out its ground, and is taking too long to find a replacement for Mr. Nemis (who plans to retire).

As well, Mr. Irwin says Noront is taking too long to get off the TSX Venture Exchange and on to the main board. He also complains that Noront is "prone to exaggeration" and often halts its stock for no good reason.

Perhaps most serious, he claims that Noront's drilling costs are much too high, and it will soon face a cash crunch at a time when no one wants to finance junior mining.

"They have a hell of a good property and it's being squandered," Mr. Irwin says. "And if we don't get a good board and good management in here, it will be a lot harder to raise money in this difficult environment. At the current burn rate, they're going run out of cash in about seven months."

Like most junior mining companies, Noront's shares are down - more than 80% from their peak due to plunging commodity prices and tight credit markets. That is not management's fault, but Mr. Irwin believes that new people are needed to take the company to the next level.

For its part, Noront argues it is already doing nearly everything Mr. Irwin suggests as it gradually makes the shift from a pure exploration play to a mine developer.

"We're not just an exploration company and we're ready for production. It's time for us to deal with the majors in a serious way and believe me, they're all over us. We've been trying to find a good CEO to take the thing to the next step," Mr. Nemis says.

The company suggested a compromise solution in which each side would have equal control of the board, but Mr. Irwin says a clean break is needed and wants Mr. Nemis out of the picture. If he does get control, he says he will focus on getting the company's cash burn rate down and drilling out its nickel and chrome discoveries.

"I'm doing what I have to do and I think I'm doing the right thing. I'm fully prepared to lose if our effort is not sufficient to win it, but I'm pretty sure we'll win it," he says. He has some hope that a compromise can still be reached.

At least 30% of Noront shares are tied up by institutions that are expected to support Mr. Irwin. Noront has the backing of a group of very vocal retail investors, who use the Agoracom message board to plot their strategy and believe that Rosseau wants to plunder the company to make a quick buck.

Agoracom is also the site that retail investors famously used to fight the takeover of junior miner Aurelian Resources Inc. over the summer. In a peculiar bit of irony, Mr. Irwin's nominees for Noront's board include three people who were involved with Aurelian, including its chief executive Patrick Anderson.

Mr. Irwin's plan was backed by corporate governance advisory firm RiskMetrics Group. And analyst Michael Gray of Genuity Capital Markets also argues that his proposal "has merit."

"I've felt for a long time that they've needed to raise the management and board capacity when it comes to nickel exploration and development expertise," Mr. Gray says. He says that Mr. Irwin's board nominees do not have much experience in nickel, but expects them to find a new CEO with that background.

Noront has made a series of announcements in its defence, including the release of an economic assessment for its flagship "Eagle One" discovery. The study assumes a payback on the project of just 2.2 years, but Mr. Irwin dismissed it as "pretty useless" because it uses a nickel price assumption of US$11 a tonne (nickel is currently down in the US$4 range).

Mr. Nemis is hopeful that he will still be in the picture when this is all over. But whatever happens, he is still an investor and wants to make sure that everything is done to maximize shareholder value. And he hopes that a few decades from now, people will still remember him as the guy who found the Ring of Fire.

"I think it's the most phenomenal opportunity in the world today," he says. "The potential is Sudbury 150 years ago."