bwire


CLEVELAND (Business Wire) -- Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) announced
today that it has further amended the terms of the definitive agreement
disclosed on Nov. 23, 2009, to acquire Montreal-based Freewest Resources
Canada Inc. (TSX-V: FWR) by way of a plan of arrangement. The
further amendment involves an increase in the price to a fixed value of
CAD$1.00 in Cliffs shares per Freewest share. Cliffs also indicated it
has entered into voting agreements with shareholders of Freewest holding
an aggregate of 24.7 million shares, or approximately 10.5% of the
Freewest common shares outstanding. These shareholders have agreed to
vote in favor of the plan of arrangement.




At CAD$1.00, the increased Cliffs offer represents a premium of 217% to
Freewest's unaffected share price on Oct. 2, 2009, and a premium of 28%
to a competing "final" takeover bid from Noront Resources Ltd., which,
as of the market close on Dec. 9, 2009, had an implied value of CAD$0.78
per share, assuming a value of CAD$0.11 for the fraction of a Noront
warrant. Recently, Noront has implied the value of the fraction of its
warrant is as much as CAD$0.28. As Cliffs previously outlined in a news
release on Dec. 7, 2009, it believes Noront is grossly overstating the
value of this warrant and urges Freewest shareholders to review Noront's
valuation method closely.




"We decided to raise our offer to make it as clear and simple as
possible for Freewest shareholders to choose Cliffs over Noront," said
Joseph Carrabba, chairman, president and CEO of Cliffs. "Our offer
provides superior value, certainty and liquidity for Freewest
shareholders and is unanimously supported by the Freewest board of
directors. We have also taken clear action today to give Freewest
shareholders the assurance that they can receive the value of our offer
without Noront being able to frustrate their wishes by acquiring a
blocking stake in Freewest."




New Assurance of Cliffs' Offer




Specifically, should Noront become the registered owner of more than
12.5% of Freewest's currently issued and outstanding shares, Cliffs
commits to make a cash offer by way of a takeover bid with no minimum
tender condition for all of the issued and outstanding common shares of
Freewest for consideration of CAD$1.00 per share. Under a takeover bid,
if adopted, Cliffs would pay cash for any and all Freewest shares
tendered. If Noront does not reach this tender level, Cliffs would
proceed with the previously announced plan of arrangement, but at the
new CAD$1.00 per-share price.




"We are taking this action to provide Freewest shareholders the absolute
certainty that they can reject Noront's inferior takeover bid and still
be able to receive CAD$1.00 per share in fixed and certain consideration
from Cliffs," said Carrabba.




Freewest's board and management unanimously support the enhanced plan of
arrangement and agree to unanimously support the potential conversion of
Cliffs' offer to a takeover bid, should it be necessary. Freewest's
board has unanimously recommended that its shareholders reject the
Noront offer and not tender their shares. In making its recommendation,
the board considered many factors, including the recommendation of a
Special Committee comprised of Freewest's independent directors and
advice from CIBC World Markets Inc., Freewest's financial advisor.




A Cliffs' takeover bid, if adopted, would eliminate the need for a
Freewest shareholder vote at a Special Meeting on Jan. 15, 2010. Under
the plan of arrangement, Cliffs is not obligated to proceed with the
transaction if Freewest does not obtain approval from shareholders
owning 66.7% of Freewest's shares. Cliffs currently owns approximately
12.4% of Freewest.




Under the plan of arrangement, the transaction is expected to close
shortly following the Special Meeting, subject to a number of customary
conditions including approval by Freewest shareholders and consent of
the court.




Noront's bid is scheduled to expire at 11:59 p.m. ET on Friday, Dec. 11,
2009. Freewest shareholders who have tendered to Noront's offer and now
wish to withdraw their shares may do so by calling Georgeson, Freewest's
information agent, at:




North American Toll-Free Number: 1-866-433-7579Banks and Brokers
Collect Number: 1-212-806-6859




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click on the link below:





largest and fastest growing steel markets.




News releases and other information on the Company are available on the
Internet at:http://www.cliffsnaturalresources.com




"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995




This news release contains predictive statements that are intended to be
made as "forward-looking" within the safe harbor protections of the
Private Securities Litigation Reform Act of 1995. Although we believe
that our forward-looking statements are based on reasonable assumptions,
such statements are subject to risk and uncertainties.




Actual results may differ materially from such statements for a variety
of reasons, including the inability to close the proposed transaction as
a result of competing acquisition proposals, the inability to obtain
necessary court approvals for the acquisition and the failure to receive
the necessary affirmative vote of Freewest shareholders. Other factors
that could impact actual results include the following: demand for
ferrochrome by global integrated steel producers; the impact of
consolidation and rationalization in the steel industry; availability of
capital equipment and component parts; availability of rail and float
capacity; availability and cost of capital; ability to maintain adequate
liquidity and to access capital markets; events or circumstances that
could impair or adversely impact the viability and carrying value of the
Freewest assets; inability to achieve expected production levels;
reductions in current resource estimates; impacts of increasing
governmental regulation, including failure to receive or maintain
required environmental permits; problems with productivity, third-party
contractors, labor disputes, disputes with indigenous tribes in the
area, weather conditions, fluctuations in ore grade and changes in other
cost factors, including energy costs and transportation.




Reference is also made to the detailed explanation of the many factors
and risks that may cause such predictive statements to turn out
differently, set forth in our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and previous news releases filed with the
Securities and Exchange Commission, which are publicly available on
Cliffs Natural Resources' website. The information contained in this
document speaks as of the date of this news release and may be
superseded by subsequent events.