Freewest Update to Shareholders
- Freewest Board of Directors continues to recommend that shareholders
REJECT Noront offer
- Freewest actively negotiating value-enhancing alternative transaction
with third party under Exclusivity Agreement
MONTREAL, QUEBEC--(Marketwire - Nov. 17, 2009) - The Board of Directors of
Freewest Resources Canada Inc. (TSX VENTURE:FWR) wishes to provide Freewest
shareholders with an update regarding the unsolicited all-share offer by
Noront Resources Ltd. for the outstanding shares of Freewest and Freewest's
on-going negotiation of a value-enhancing alternative transaction.
Freewest's Board of Directors continues to recommend that Freewest
shareholders REJECT the hostile take-over bid made by Noront on October 13,
2009 and NOT tender their shares to the Noront offer. The Board of
Directors continues to be of the view that the Noront offer is financially
inadequate and opportunistic, and fails to recognize the strategic value of
Freewest's assets and its future value-creation potential.
As previously announced, Freewest has entered into a Confidentiality and
Exclusivity Agreement with a third party under which Freewest is
negotiating with this party on an exclusive basis. Freewest wishes to
advise its shareholders that Freewest's legal counsel and financial
advisors are actively working with the third party's legal counsel and
financial advisors on definitive agreements for an alternative
value-enhancing transaction, in order to sign the definitive agreements
before the expiry of the exclusivity period on December 1, 2009.
"We believe that this transaction will be to the benefit of Freewest's
shareholders and is in Freewest's best interests", said Mackenzie I.
Watson, President and Chief Executive Officer of Freewest. "Our goal is to
sign definitive agreements for the transaction with the third party by
December 1."
As previously announced, Freewest's Shareholder Rights Plan will stay in
effect until 5 p.m. on December 1, 2009. Accordingly, Noront has extended
the expiry date of its offer to December 1. As a result, Noront cannot take
up or pay for tendered Freewest shares, if any, prior to that date.
"As Noront has extended its offer to December 1, there is no reason for
Freewest shareholders to tender their shares or take any other action at
this time", added Mr. Watson. "In a take-over bid, there is no advantage in
tendering shares early."
In addition, Freewest is surprised by a statement made by Noront in its
Notice of Variation and Extension dated November 13, 2009, that "on
November 12, 2009, Noront reached an agreement with Freewest whereby Noront
agreed to extend the (Noront) Offer until 5:00 p.m. (Toronto time) on
December 1, 2009". Noront made a similar statement in its press release of
November 12, 2009.
In fact, the decision by Noront to extend its offer to 5 p.m. on December 1
was made by Noront alone. Any implication that Freewest participated in, or
agrees with, Noront's decision to extend its offer is misleading. On
November 12, Freewest and Noront agreed only that Noront's application to
the Bureau de decision et de revision en valeurs mobilieres for a
cease-trade order in respect of Freewest's Shareholder Rights Plan was
settled and that Freewest would, if the Noront offer was extended to at
least 5 p.m. on December 1, 2009, waive the application of the Shareholder
Rights Plan with respect to Noront's offer at that time.
Freewest is a well-financed mineral exploration company. It is actively
exploring for gold, base-metals and chromite within eastern Canada.
Corporate information can be accessed on the Internet at www.freewest.com.
Freewest's shares are listed on Tier 1 of the TSX Venture Exchange under
the symbol FWR. Freewest can give no assurances that it will enter into a
definitive agreement with the third party or that a transaction with the
third party will ultimately be completed.
