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: Misfit's morning musings for Thursday, December 3, 2009

Misfit's morning musings for Thursday, December 3, 2009

posted on Dec 03, 2009 01:15PM

Hi All,

After a relatively slow day yesterday, the drama continued today with the release of two very significant news releases. One released by FWR and one released by NOT, both of which have been discussed on the board this morning.

I spent some time reflecting on the events of the past two months beginning with the original NOT bid for FWR. The original bid, or at least the language on the surface of the bid, was to have both companies shareholders meet in the middle and look at consolidation. That is the reason for use of the term "friendly" in the language of the original bid.

An unfriendly takeover would have had the institutional investors of NOT slowly buy up a majority portion of FWR, oust the board including MacKenzie Watson (aka Mac) who is President and CEO of FWR, and then announce whatever share FWR to NOT share tender ratio the institutions investors felt fair. As FWR has a poison pill in place, this strategy would likely have failed or at least been expensive in the end.

So NOT threw a long bomb out there to see if the FWR shareholders would catch it and join forces. A pass to the majority of FWR shareholders as it is obvious that discussion with FreeWest's BOD, as can be expected, were not proceeding as they would have liked.

What the NOT brass did not anticipate in my opinion is how MAC would react, and more importantly, the extent to which he had begun selling FWR to Cliff through direct private placements earlier this year. Mac is not the devil. Like Richard Nemis and Noront, Mac has been the founder and President of FWR for a very long time. It is natural to want to try to protect one's baby. Like we were last October, FWR shareholders are loyal to their founder.

I will go out on a very short limb here and say that if Richard Noront had currently retained a significant place within the current Noront operating structure, a friendly merger may have been possible. Richard and Mac have been business partners, JV partners, and I am guessing friends for more than a decade. They seem like the type of men who would handshake a deal made on the back of a hapkin while eating lunch at a diner in the middle of rural Ontario, talking about one day finding the motherlode.

But with the removal of Richard, that history and goodwill with FWR and Mac is dead, and any chance of a friendly takeover and merger is wishful thinking.

In one sense Noront's bid forced Mac's hand. Whether Mac saw this coming when he started courting Cliff's earlier this year through the first direct private placement is anyone's guess. What is known now is that Mac is willing to hand FWR's ROF assets over to Cliffs for any offer that is higher than Noront's, regardless of how much more valuable a merger with Noront would be for all parties involved.

Let's face it... why would Mac work to make the Noront bid a success? We are offering him nothing in return for his long years with FWR. Cliff's is offering the non-ROF assets in the form of a new company called "New FreeWest", with the original FWR board at the helm. Something I wish the NOT takeover group would have done with Richard in the form of something called "New Windfall, Mexico, Lizar, and Burnt Hill". If NOT was really serious about their bid, they would find a way to get their leader onside, or at least provide a nice parachute before he is pushed out or the plane.

I for one am very happy for all FWR shareholders regardless of how this turns out for FWR in the end. Your stock price has quadrupled in two short months and your President will likely go out on his terms, not because of a hostile coup predicated on a low share price that allowed for a godless dilution at just under 15% of the 52 week high (.80 cent PP). Mac has at least raised his PP money at strike prices that are near and now double the 52 week trading average. This is to be commended. I would say Cliff's is to be commended for being willing to pay a fairer price for FWR and going through the regular process then the alternative of buying up shares and then ousting the board, only to secure a majority share position by issuing cheap PP shares to themselves (I'm not bitter ;)

Please note at this point that I am not bashing Noront, especially as a large portion of my portfolio is with Noront. What I am trying to put into perspective is the reasons I see FWR and Cliff's bid being successful in the end, especially in light of recent history.

I will go out on a shorter limb here and say that unless Noront has the backing of a major like XStrata at this point, no bid NOT offers will be successful in taking over FWR. They do not have the deep pockets to withstand the premium required to be paid in the midst of this war. They also have a lot of institutional investors whos shares, as diluted as they have become over the years, have been purchased at strike prices of $2.80 and $4.00 and $5.00 en masse.

To run after an additional Chrome deposit and dilute the company too much would be irresponsible. That is why I believe this is and will be NOT's final offer, as they have stated.

To not win this bid is not the end of the world or a failure for NOT. Like I said in my last musing, this only cost a few sheets of paper and some lawyers time. Maybe not even that if Mr. Nemis is doing some pro-bono lawyer work on the side for NOT.

What this bidding war has done is draw incredible attention once again to the ROF story and area, and while our share price currently does not show this, it is something that was greatly needed. To have a company like Cliff's in the area is a good thing. Better in fact than continuing to have a company like FWR (no offense) continue drilling holes. From a strictly selfish Noront point of view, who would you rather have next door? A small junior with small pockets or a deep pockets production company like Cliffs that can help move the area infrastructure along. I prefer the latter as Cliffs has a pretty good track record and will make things happen eventually, even if 2015 is unrealistic.

Back to Noront.. today's NR as much as being a slam against Cliff's production timeline was very positive for NOT shareholders. It has given us a glimpse of their plans for the Nickel/copper/PGM operation timeline as well as providing confidence that they really do know what they are doing. These are more than grandiose statements. They are really doing the work, the studies, the networking with First Nations, ... and planning strategically. While I am sure they would like to control the entire area, the area may just be too big at this point to accomplish that.

The strategic diretion combined with the new attention that Cliff brings to the area bodes well for us all.

What is needed now is a pair of rear view mirrors to ensure that nobody sneaks up behind NOT and steals our show at these share prices.

Retail or institution, we all have shares and need to protect them so that one day we too will see an incredible return on our investment. One that is hopefully more than a quad.

God Bless,

M1.

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