Daily News Tuesday, October 28, 2008

Nemis resigns as Noront president and CEO; named chairman emeritus for life

Noront Resources (NOT-V, NOSOF-O) president and CEO Richard Nemis stepped down at the company's annual meeting today, but he wasn't denied a proper send off at the at-times emotional meeting, receiving much love from both shareholders and management.

Nemis resigned his posts as part of an eleventh-hour agreement with Rosseau Asset Management, a dissident shareholder that launched a proxy war for control of Noront on Oct. 9. The deal, reached just a day before the meeting, included a compromise board of directors.

As for Nemis, he will have permanent standing with the company he founded, and has been named chairman emeritus of Noront for life, as well as an adviser to the company.

Thanking staff, shareholders, management and others he's worked with over three decades, Nemis choked up.

"It's been a very positive experience for me to work with all of you," he said, his voice fading.

Nemis received praise from his shareholders on the retail side, and from his fellow executives, who lauded his dedication to the company and shareholders as "unsurpassed" and even "legendary." David Graham, vice-president of special projects presented him with the parting gift of a sculpture.

"We think it's very appropriate, Dick, because the title of this sculpture is 'the hunter,'" Graham said, as he presented the memento to Nemis and shareholders applauded.

Under Nemis, Noront discovered the "Ring of Fire" in northern Ontario and set off a staking and exploration rush with its high-grade Eagle One copper-nickel-platinum group metals find last year. The company has since completed a scoping study on Eagle One, and discovered the Eagle Two copper-nickel-PGM deposit, and the high-grade Blackbird One and Two chromite deposits in the area.

Three Rosseau nominees, one Noront director, and two others will lead the board as it looks for a new leader.

Rosseau nominee Joseph Hamilton and Paul Parisotto, chairman of Noront's special committee of independent directors, will serve as co-CEOs until a permanent CEO can be found, who will also join the board as a director.

Nemis and Parisotto both said they saw the compromise a win for all parties involved.

"We understand that some of you may consider the compromise that was reached with Rosseau Asset Management to be somewhat of a loss," Parisotto said. "Well I and those of us at Noront strongly disagree. . .

"If it hadn't been for the strong vocal campaign by the shareholders of Noront, we could not have reached this compromise, which benefits all parties concerned," Parisotto said.

He described the new board as a "truly independent," jointly selected one that includes some of the best mining talent in the industry.

Nemis credited the company's retail shareholders, many of whom use the small-cap investor relations website Agoracom, for strengthening management's position.

"Without the Agoracom support, we never would have come to a balance with Rosseau and never been able to negotiate the kind of agreement that we did negotiate and that was my main concern," Nemis said. "I refused to let Rosseau take control of this company. I had to fight, but I didn't want them to have control," he continued to applause.

"And we won, we got what we wanted. We got the best of a bad world, but we kind of won," he said.

Nemis said it was his decision to step down, and that the move had been planned as part of a larger change in management that would better position the junior going forward.

The new board will be comprised of Rosseau picks Joseph Hamilton, African Copper's former CEO and a former Aurelian director; Patrick Anderson, former president and CEO of Aurelian Resources (now part of Kinross Gold [K-T, KGC-N]); and Keith McKay, former chief financial officer of Aurelian. Current Noront director and former president and CEO of Arizona Star Resource Paul Parisotto and two other directors -- Darren Blasutti, Barrick Gold's (ABX-T, ABX-N) senior vice-president, corporate development and Lorie Waisberg, a director of Chemtrade Logistics and Metalex Ventures, among other companies -- will also join the board.

"It is important to know that the company's management team, which was largely responsible for our discoveries in the Ring of Fire, will remain with Noront," Parisotto said in a press release ahead of the meeting.

Warren Irwin, president and chief investment officer of Rosseau, thanked Nemis for his role in developing Noront in the same release.

"We also thank Paul Parisotto. . . who was instrumental in finding this solution to recognize the interests of all shareholders," Irwin said. "We are confident that the board proposed for election on Tuesday will bring together the expertise Noront requires for the next stage of its development."

Rosseau, a hedge fund company that controls around 9.2% of Noront's shares, had accused the company in its dissident circular of "squandering" its first-mover status in the Ring of Fire with an unfocused approach, as well as wasting money and being overly promotional.

But that last claim hasn't deterred Nemis from touting the potential of the camp his company discovered. As he has previously, at the meeting Nemis compared the Ring of Fire to the Sudbury basin, 150 years ago.

"What you're going to see develop here, over the next 150 years, is going to be staggering and I hope that some of us are going to be around for a little longer to see it," he said with a laugh.

Noront shares closed up 16¢ at 97¢ on news of the deal with Rosseau. The stock has traded in a 12-month window of 60¢-$7.42.