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Message: Cliffs Natural Resources Inc. Announces Amended Definitive Agreement

Cliffs Natural Resources Inc. Announces Amended Definitive Agreement

posted on Dec 03, 2009 09:12AM


to Acquire Freewest Resources Canada Inc.

bwire






CLEVELAND (Business Wire) -- Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today
announced that it has amended the terms of the definitive agreement
disclosed on Nov. 23, 2009, to acquire Montreal-based Freewest Resources
Canada Inc. (TSX-V: FWR).




Under the terms of the amended agreement, each Freewest shareholder will
now receive CAD$0.90 per share of fixed consideration exclusively in the
form of Cliffs Natural Resources common stock. The fraction of a Cliffs
share to be issued per Freewest share is variable and will be determined
based on the volume weighted average price of Cliffs shares for the five
trading days ending on the third trading day before the effective date
of the transaction. Freewest has provided additional information on the
transaction in a press release issued today.




"Our revised offer provides superior and immediate value, liquidity and
certainty for Freewest shareholders," said Joseph Carrabba, president,
chairman and CEO of Cliffs. "Cliffs has the experience and financial
resources necessary to bring these world-class deposits into production.
This offer gives Freewest shareholders the option to monetize their
investment through a stable, liquid currency or to participate in the
continued growth of Cliffs – a global mining company with a strong
balance sheet and more than 160 years of experience building and
operating mines.




"It is important for Freewest shareholders to know that as a result of
our involvement over the past year, Cliffs has a thorough technical
understanding of the chromite assets in the Ring of Fire. Cliffs firmly
believes that Freewest's chromite properties provide sufficient size and
scale, on their own, for the development of a world-class chromite
mine," added Mr. Carrabba.




Cliffs currently owns approximately 12.4% of Freewest Resources.
Freewest's Board unanimously supports the amended definitive agreement
and recommends that all shareholders accept Cliffs' offer. This
recommendation is also supported by a Fairness Opinion from Freewest's
financial advisor. The transaction is expected to close in the first
quarter of 2010, subject to a number of customary conditions including
approval by Freewest shareholders and consent of the court.




To be added to Cliffs Natural Resources e-mail distribution list, please
click on the link below:http://www.cpg-llc.com/clearsite/clf/emailoptin.html




About Cliffs Natural Resources Inc.




Cliffs Natural Resources (NYSE: CLF) (Paris: CLF) is an international
mining and natural resources company. We are the largest producer of
iron ore pellets in North America, a major supplier of direct-shipping
lump and fines iron ore out of Australia and a significant producer of
metallurgical coal. With core values of environmental and capital
stewardship, our colleagues across the globe endeavor to provide all
stakeholders operating and financial transparency as embodied in the
Global Reporting Initiative (GRI) framework. Our Company is organized
through three geographic business units:




The North American business unit is comprised of six iron ore mines
owned or managed in Michigan, Minnesota and Eastern Canada, and two
coking coal mining complexes located in West Virginia and Alabama. The
Asia Pacific business unit is comprised of two iron ore mining complexes
in Western Australia and a 45% economic interest in a coking and thermal
coal mine in Queensland, Australia. The South American business unit
includes a 30% interest in the Amapa Project, an iron ore project in the
state of Amapa in Brazil.




Over recent years, Cliffs has been executing a strategy designed to
achieve scale in the mining industry and focused on serving the world's
largest and fastest growing steel markets.




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

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