On October, 8 2008 Noront Resources (NOT: TSX-V) announced that it had received a dissident proxy circular from hedge fund Rosseau Asset Management asking Noront shareholders to vote against the re-election of the Company's current Board of Directors and instead vote to elect a new slate of directors at the upcoming annual and special meeting of Noront shareholders scheduled to be held on October 28, 2008.



Noront Resources was just another junior mining explorer until news of its nickel-copper-platinum-palladium-chrome discovery at the Double Eagle project in the ‘Ring Of Fire’ area in the James Bay Lowlands of Ontario, Canada thrust this company into the forefront of investors’ watchlists. With drill highlights including up to 117.4 metres grading 4.1% Ni, 2.2% Cu, 2.1 g/t Pt and 7.1 g/t Pd, investors quickly bid up Noront shares from below $1.00 to a high of $7.42. During Noront’s share price ascent from the sub $1.00 level, the company closed a financing for proceeds of $26,000,000 by closing a private placement of 6,500,000 units of Noront priced at $4.00. Each unit was priced at $4.00 and consisted of one common share and one-half of one common share purchase warrant. Among the participants of the private placement were some high profile investors including Robert McEwen, ex-CEO and Chairman of Goldcorp, Pierre Lassonde, Chairman of royalty company Franco-Nevada Corporation, Sprott Asset Management and Rosseau Asset Management.

Warren Irwin, President and Chief Investment Officer of Rosseau Asset Management outlines 5 points of contention against the Noront management team in his proxy filing, which can be found at SEDAR.com. The points include Noront allocating a significant portion of the private placement (referred to in the above paragraph) proceeds and resources to advancing its Windfall Lake gold project, located in northern Quebec. Irwin writes “In Rosseau’s view, it is not appropriate for Noront to have unduly promoted the McFaulds Lake discovery, raised funds in February 2008 on the basis of that promotion, and then spent a substantial portion of its cash resources to advance its Windfall Lake project.” Irwin opines that by spreading themselves too thin over a number of less advanced projects (which include the Burnt Hill Tungsten properties in Stanley Parish, York County, New Brunswick, Noront’s projects in Mexico and Noront’s project on the Tie Jiang Ying Zi Property in Inner Mongolia, China) than the core McFaulds Lake discovery, management has lost its focus and ‘appears disorganized.’ Irwin’s solution to this malfeasance would be for Noront to focus all its resources (financial and non financial) on its core McFaulds Lake discovery.

Irwin’s second point is that Noront has and is continuing to dilute its Mcfaulds Lake land claims position by signing upto 11 different options agreements. These options agreements call for Noront to act as operator in developing these properties thereby extracting precious manpower and scant drills from Noront’s 100%-owned high priority prospects. Irwin writes “this complicated web of option agreements and associated requirements also reduces the attractiveness of Noront to major mining companies, which we believe prefer large tracts of land without complicated option agreements and service obligations to junior resource companies. Despite the negative consequences associated with these arrangements, Noront appears to be continuing to negotiate and enter into new option agreements.”

Irwin’s third point of contention relates to Noront squandering its first mover advantage in the Mcfaulds Lake area by optioning out a significant portion of its land claims. Irwin believes that Noront should instead use its dominant position in the Mcfaulds area to “consolidate key players as ore bodies are delineated to reach a critical mass for mine development.”

Irwin’s next point is that the management team at Noront have failed to deliver on several different fronts. Irwin believes that Noront should have pursued the appointment of a more experienced and qualified President and CEO in light of the Noront’s Eagle One discovery. With no progress on the lookout for a new President and CEO, Irwin adds that Noront should have also pursued a listing on the more prominent Toronto Stock Exchange, given its new capital requirements and much larger market capitalization but once again there have been few steps in this direction. Furthermore, Irwin writes that he has on few occasions spoken to the management of Noront regarding the spinning-off non-core assets to shareholders through a new company so as to focus solely on the McFaulds Lake property and to unlock value for shareholders. Once again, Irwin says no progress has been made on this front.

Irwin’s last point is that Noront’s management is prone to exaggeration and undue promotion thereby tarnishing the company’s credibility. Case in point, Irwin points to a comment made by Noront CEO Richard Nemis on April 14, 2008 in the Financial Post whereby Nemis compared the (McFaulds Lake) geology to the giant Voisey’s Bay deposit in Labrador, and suggested it could even be bigger. Irwin writes “In August 2008, Noront released its Technical Report and Resource Estimate under National Instrument 43-101 related to the Eagle One discovery, which indicated it had approximately 3 million tonnes of ore. The June-July 2000 Issue of Economic Geology states that Voisey’s Bay is host to 137 million tonnes of ore. At this stage of Noront’s development, there is hardly a comparison between the two deposits and to imply that Noront could have a deposit larger than Voisey’s Bay was reckless and undermined Noront’s credibility.”

Given’s Irwin’s dissatisfaction with Noront’s management team he proposes a new slate of nominees to replace the company’s incumbent board of directors. The new nominees include Patrick F.N. Anderson, President and CEO of Aurelian Resources which was recently sold to Kinross Gold, Bruce Durham, Chairman of Temex Resources, Joseph A. Hamilton, President of Pickax International Corporation, a private company providing services to the mineral industry, Warren B. Irwin, President and Chief Investment Officer of Rosseau Asset Management, Keith McKay, Chief Financial Officer of Aurelian Resources, Thomas Obradovich, Chairman of Independent Nickel Corp. and a director of Aurelian Resources and lastly, Michael D. Woollcombe, Partner with Voorheis & Co. LLP.

Rosseau Asset Management Ltd. is a money management firm based in Toronto, Ontario. As of the date hereof (and as of the September 22, 2008 record date for the Meeting), Rosseau Asset Management Ltd. and its officers and employees beneficially owned, directly or indirectly, or exercised control or direction over an aggregate of 11,912,901 common shares of Noront, representing approximately 9.2% of the common shares that are entitled to vote at the Meeting. Of these 11,912,901 common shares of Noront, (i) an aggregate of 11,186,901 common shares are controlled or directed by Irwin B. Warren through Rosseau Asset Management Ltd. as manager or investment manager of Rosseau Limited Partnership (6,580,242 common shares), G-10 – Rosseau Special Situations Master Fund (4,539,159 common shares) and G10 Global Asset Management Ltd. (67,500 common shares), (ii) 40,000 common shares are owned by Mr. Irwin personally, (iii) an aggregate of 646,000 common shares are held by certain managed accounts in which members of Mr. Irwin’s family have an interest and in respect of which Mr. Irwin exercises control and direction, (iv) 8,000 common shares are owned personally by Daniel Fong, an employee of Rosseau Asset Management Ltd., (v) an aggregate of 12,000 common shares are owned by Mr. Fong’s spouse, Sarah Wong, and held in managed accounts over which Mr. Fong exercises control and direction, and (vi) an aggregate of 20,000 common shares are owned by another employee of Rosseau Asset Ma