HIGH-GRADE NI-CU-PT-PD-ZN-CR-AU-V-TI DISCOVERIES IN THE "RING OF FIRE"

NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)

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Message: My letter to the TSX

My letter to the TSX

posted on Nov 13, 2008 01:44PM



Rod Young, P.Geo.
Manager
Compliance & Disclosure
TSX Venture Exchange


Dear Mr. Young,

I want to bring to your attention, a situation regarding the above company.

In October of this year, as time approached this company's Annual Meeting, on October 28th, 2008, a minority shareholder, Rosseau Asset Management filed a dissident proxy circular, and mailed it to shareholders. The written material included with this mailing, contained outright lies, misleading information, and unsubstantiated claims. I have copies of public discussions, available, that bear out my statement.

Due in part, to a campaign waged by retail shareholders, the actual vote at the AGM, ended up in favour of the existing management and Board of Directors, however due the uncertainty of the vote result, prior to the tabulation of proxies, the existing CEO, Mr. Richard Nemis decided to negotiate a compromise with said dissident.

Mr. Nemis did this in good faith, and in what he felt was in the best interest of the company and its shareholders. Mr. Nemis also agreed to step down as the CEO and director of Noront Resources as part of this deal.

The compromise was to be that a new Board of Directors would consist of three members nominated by the dissident faction, and three nominated by Mr. Nemis and existing management. The obvious, and expected intent was to give a balance to the function of the new BOD.

Now, for a brief background to my complaint, you should know, and research, to find that Noront Resources has made four significant mineral discoveries in the last(less than) two years, while under the management of Mr. Nemis and his staff.

The company has nearly $30 million dollars in cash, and the expectation of $3 - 5 million in new funds coming, due to warrants, and governmental rebates. The company is actively drilling its discovery area properties, and has a burn rate (adjustable to suit economic conditions) that suggests the current cash could last for 10 - 12 months.

Due to a low current share price caused by general market conditions, as well as market manipulation (another area of complaint that should be investigated by your office), a prudent and responsible company CEO, who recognizes his RESPONSIBILITY to the company's shareholders, would not seek new financing at this time. The success rate of the company over the last two years, and managements expectation of further successes, combined with possible market condition improvements, suggests strongly, that there would likely be a much more favourable time to seek financing in the future. It should also be noted that there are presently, a large number of drill cores out for assay, with high expectations, again due to recent successes.

Now to the crux of my complaint.

The new Board of Directors, after just two weeks in place, have declared their intention (on Nov. 11th/08) to complete a Private Placement flow through financing at .80 cents a share, well below the per share value of this company. The stock of Noront traded as high as $7.42 this year, and traded heavily in the $5.00 to $7.00 range for much of the year. Many existing shareholders have average share costs in this price range.

There is available, substantial material showing the true value of Noront's shares, being much higher than the .80 cent PP price, including a recently published Preliminary Economic Assessment, that places a value of $3.60 per share, for ONLY ONE OF Noront's four major discoveries. Also there are analysts reports in the public domain suggesting share values far above the proposed PP price. There also exists a document whereby one analyst suggests Noront's latest Chromite discoveries are worth $31.75 billion dollars insitu, and growing, which can reasonably translated into huge share values.

You should also know, that Noront Resources was recently named as the top company in its category on the TSX Venture exchange.

Mr. Young, here is what I am asking you to investigate.

The majority of shareholders of Noront voted in favour of a slate of Directors, on October 28th/2008, THAT WE DO NOT NOW HAVE, and believe would not have substantially diluted our share value at this time, by completing an UNNECESSARY financing. There is something greatly wrong with this. The fact that the new BOD has acted so quickly, in an obviously opportunistic and self serving way, and against the intent of Mr. Nemis, when he negotiated the "compromise", is outrageous. Please Contact Mr. Nemis to verify my statement. (416-864-1456)

Additionally, is it not an obvious conflict of interest, that these board members can vote themselves huge share options, which they have also declared, and further dilutes the shareholders value. And, they have done this before they have done anything to deserve them.

Mr. Young, with a view to the much publicized, world wide economic catastrophe, widely accepted as being caused by ill advised, greedy and immoral investment industry actions, I ask you to do what you can to stop the decimation of this particular company's shareholder value. I ask this for the benefit of all Noront Shareholders.

Specifically, I ask that the current Board of Directors be removed, and the previous Board be reinstated, as well as reinstating Mr. Richard Nemis as CEO. I consider this a most reasonable request, as previously stated, since this is the slate of directors, we, THE MAJORITY OF SHAREHOLDERS voted for.

If considered fair, and advisable, a new vote could easily be conducted to see if the majority of Noront shareholders support the new BOD, or the BOD we voted for.

For your information, I plan to send a copy of this letter to Mr. Chris Bentley, Attorney General of Ontario, and my representative as the Member of Ontario Provincial Parliament for London West.

Thank you for your urgent attention to this matter.

*********************

Canseco



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Nov 13, 2008 01:54PM
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