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: The main points!!

The main points!!

posted on Oct 30, 2009 12:20PM

Noront does not believe that Freewest's Shareholder Rights Plan (the "Plan") and related delay tactics should be used to preserve management jobs at the expense of the Freewest shareholders. All Freewest shareholders are being asked to do is consider the Offer within time frames permitted under applicable securities law.

In regard to the Plan, Noront indicated in its Take-Over Bid Circular that there are discrepancies between the disclosure of the Plan in Freewest's management proxy circular for the meeting at which Freewest shareholders approved the Plan as described, as compared to the Plan that was eventually filed on SEDAR. These discrepancies, which mostly relate to the definition of a "Permitted Bid", call into question whether the Plan was validly approved by the shareholders and, accordingly, whether the Plan is legally effective or should be used to deprive shareholders of the their right to choose whether to accept the Offer. Noront has raised these concerns with the securities regulatory authority in Quebec and intends to pursue with the regulators these and other issues relating to the Plan so that shareholders are free to make their own choice in accordance with the policies of the securities regulatory authorities.

Noront also notes that Freewest's Directors' Circular repeats some of the false or misleading disclosure that was contained in the management proxy circular regarding the Plan. Firstly, the Directors' Circular states that a competing permitted bid must satisfy all the requirements of a "Permitted Bid" when in fact a competing bid can have a shorter term than the 60-day minimum required for a permitted bid. In addition, the Directors' Circular states that the Freewest board of directors may redeem the outstanding Rights at any time prior to the occurrence of a "Flip-In Event" when in fact the board of directors cannot redeem the rights without the prior approval of shareholders or Rights holders.

In order for the Offer to proceed, the Plan must be terminated or action must be taken by the Freewest board of directors, a securities commission or court of competent jurisdiction to remove the effect of the Plan and permit the Offer to proceed. If the operation of the Plan is not terminated, Noront may be forced to withdraw the Offer.

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Oct 30, 2009 12:40PM
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