Freewest Resources Canada Inc.

Freewest Resources Canada Inc.
Cliffs Natural Resources Inc.

Cliffs Natural Resources Inc.

November 23, 2009 07:00 ET

Freewest Announces $0.70 Per Share Acquisition by Cliffs Natural Resources Inc.

- Cliffs to acquire 100% of outstanding Freewest shares - Each Freewest shareholder to receive C$0.55 in shares of Cliffs and one share of New Freewest with an estimated value of C$0.15, for a total estimated value of C$150.6 million or C$0.70 per Freewest share - Transaction represents a 122.2% premium to Freewest's closing price on October 2, 2009, immediately prior to the announcement of the unsolicited offer by Noront Resources Ltd., and a 27.3% premium to Freewest's closing price on November 20, 2009 - Freewest Board of Directors unanimously supports Cliffs transaction

MONTREAL, QUEBEC--(Marketwire - Nov. 23, 2009) - The Board of Directors of Freewest Resources Canada Inc. (TSX VENTURE:FWR) is pleased to announce that Freewest has entered into an Arrangement Agreement with Cliffs Natural Resources Inc. (NYSE:CLF)(PARIS:CLF) whereby Cliffs will acquire all of the shares of Freewest in a Board-supported transaction with a total estimated value of C$150.6 million, or C$0.70 per Freewest share.

Under the terms of the Arrangement, each Freewest shareholder will receive a fraction of a Cliffs share representing a fixed value of C$0.55, and one share of a new company, Freewest Resources Inc. ("New Freewest"), which will own Freewest's current portfolio of non-chromite exploration properties, estimated by Freewest to have a value of C$0.15, for a total estimated value of C$0.70 per Freewest share.

New Freewest will be a well-funded, Canadian-focused mineral exploration company with C$2.0 million in cash, Freewest's shares of Quest Uranium Corporation (TSX VENTURE:QUC), and a portfolio of exploration assets that include the high-grade Clarence Stream gold property in New Brunswick, Canada, which currently contains Indicated Resources of 235,000 ounces of gold grading 8.99 g/t and Inferred Resources of 156,000 ounces of gold grading 7.35 g/t. Clarence Stream also has Indicated Resources of antimony estimated at 126,000 tonnes averaging 2.3% antimony, or 6,395,000 pounds of antimony. New Freewest will be managed by the current Freewest Board and management, a highly-experienced team with a proven track record of finding deposits and creating value for shareholders.

Of the total transaction value of C$150.6 million, C$118.3 million is attributable to the shares of Cliffs while an estimated C$32.3 million is attributable to the shares of New Freewest to be distributed to Freewest shareholders. Cliffs' shares are listed on the New York Stock Exchange, where their closing price on November 20 was US$43.02. The transaction will provide a premium of 122.2% to the closing price of Freewest's shares on the TSX Venture Exchange on October 2, 2009, immediately prior to the announcement by Noront Resources Ltd. of its unsolicited offer for Freewest's shares, and a premium of 27.3% to Freewest's closing price on November 20, 2009.

"We are delighted to announce this transaction", said Mackenzie I. Watson, President and Chief Executive Officer of Freewest. "We believe this transaction is clearly superior to the proposal put forward by Noront. It will provide Freewest shareholders with highly-liquid shares in a company with a market capitalization in excess of US$5 billion, while allowing New Freewest to continue as a well-financed exploration company focused on the high-grade Clarence Stream gold property and an attractive suite of early-stage exploration properties. The New Freewest shares represent significant value and ongoing upside potential."

The transaction will be effected by way of Plan of Arrangement. Freewest expects to mail a management proxy circular to shareholders in December for a special meeting of shareholders to be held in January 2010. It is expected that the transaction will be completed shortly after the special shareholders' meeting.

The transaction with Cliffs has the unanimous support of a Special Committee of the Board of Directors of Freewest, and of the entire Board. The decision of the Board was based in part on a fairness opinion provided by CIBC World Markets Inc., the Board's financial advisor. A copy of the fairness opinion will be included in Freewest's management proxy circular.

The details of the agreement with Cliffs are as follows:

- Freewest shareholders will receive C$0.55 per share in fixed value of Cliffs shares, with the precise number of Cliffs shares to be issued based on their market value on the NYSE shortly before the effective date of the transaction, expected to be in January 2010

- Freewest shareholders will also receive one share of New Freewest, with an estimated value of C$0.15, for each share of Freewest. New Freewest will:

-- be well capitalized, with C$2 million in cash

-- own all of Freewest's assets and properties, except for the McFaulds 100%-owned property and McFaulds joint venture property

-- own 4,187,760 shares of Quest Uranium Corporation, with a market value as of November 20, 2009 of C$13.3 million

-- apply to list its shares on the TSX Venture Exchange

-- have the current Board of Directors and management of Freewest, led by Mackenzie I. Watson, as its Board of Directors and management

- all holders of vested "in-the-money" Freewest warrants and stock options will receive a cash payment equal to the difference between C$0.70 and the exercise price of the warrants or stock options

- all of Freewest's directors and officers have entered into voting support agreements with Cliffs under which they have agreed to vote all of their shares in favour of the transaction

"The transaction with Cliffs will benefit all of Freewest's shareholders", added Mr. Watson. "Our shareholders will become shareholders of Cliffs, listed on the New York Stock Exchange, as well as shareholders of New Freewest. The shares of Cliffs are very liquid, which will be advantageous for our shareholders. As Cliffs has provided a floating exchange ratio which guarantees C$0.55 per share on closing, the value of Cliffs' proposal is far less volatile than Noront's hostile bid, which offers a fixed ratio of Noront shares as consideration. As well, Cliffs has the resources to develop the McFaulds chromite properties, while New Freewest will focus on exploration."

Freewest and Cliffs have also agreed that Cliffs will subscribe for 6,908,440 common shares of Freewest at a price of C$0.60 per share, for proceeds to Freewest of C$4,145,064. The proceeds from the private placement will be used by Freewest for working capital purposes and for continuing work on Freewest's 100%-owned McFaulds property. Following the private placement, Cliffs will indirectly hold 21,658,440 common shares, representing 9.75% of the Freewest shares that will be outstanding. The private placement is subject to approval by the TSX Venture Exchange.

Freewest's Board of Directors unanimously recommends that Freewest shareholders approve the transaction with Cliffs at the forthcoming special meeting of shareholders. The 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, which will expire on December 1, 2009. The Board of Directors maintains its 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.

The Arrangement Agreement with Cliffs contains, among other things, a non-solicitation covenant by Freewest, subject to customary provisions that entitle Freewest to consider and accept a superior proposal; a right in favour of Cliffs to match any superior proposal; and the payment by Freewest to Cliffs of a termination payment equal to C$6 million if the transaction is not completed as a result of a superior proposal, and in certain other circumstances.

The transaction between Freewest and Cliffs is subject to a number of conditions, including obtaining the approval of at least two-thirds of the Freewest shares voted at a special meeting of shareholders, and a simple majority of the Freewest shares voted at the special meeting, other than shares held by certain officers of Freewest. The transaction is also subject to court approval as a plan of arrangement, listing approval from the TSX Venture Exchange in respect of the shares of New Freewest to be distributed to Freewest shareholders, and a number of other customary conditions.

CIBC World Markets Inc. is acting as financial advisor and Heenan Blaikie LLP as legal advisor to Freewest in connection with the transaction. Cliffs is advised by BMO Capital Markets and Blake, Cassels and Graydon LLP.

Conference Call

Freewest will hold a conference call regarding the transaction with Cliffs on Tuesday, November 24. Details regarding the conference call will be communicated shortly.

About Freewest

Freewest is a mineral exploration company actively exploring for gold, base-metals and chromite within eastern Canada. Corporate information can be accessed on the Internet at Freewest's shares are listed on Tier 1 of the TSX Venture Exchange under the symbol FWR.

About Cliffs Natural Resources Inc.

Cliffs Natural Resources (NYSE:CLF)(PARIS:CLF) is an international mining and natural resources company. It is 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, Cliffs' colleagues across the globe endeavor to provide all stakeholders operating and financial transparency as embodied in the Global Reporting Initiative (GRI) framework. Cliffs 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.

Georgeson Inc. is acting as Freewest's solicitation agent in connection with this transaction. Georgeson may be contacted as follows:

100 University Avenue
11th Floor, South Tower
Toronto, Ontario
M5J 2Y1

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

Forward-Looking Statements

This news release contains statements that constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation. More particularly, this news release contains forward-looking information concerning a Plan of Arrangement involving Freewest Resources Canada Inc. and Cliffs Natural Resources Inc. and the listing of the shares of Freewest Resources Inc. on the TSX Venture Exchange. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of Freewest. Actual results or achievements may differ materially from those expressed in, or implied by, this forward-looking information. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Freewest will derive therefrom. In particular, no assurance can be given as to whether the plan of arrangement with Cliffs Natural Resources Inc. will be completed or as to the ultimate market value or the listing of the shares of Freewest Resources Inc. Forward-looking information is based on the estimates and opinions of Freewest's management at the time the information is released and Freewest does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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