Freewest Resources Canada Inc.
TSX VENTURE : FWR

Freewest Resources Canada Inc.
Cliffs Natural Resources Inc.
NYSE : CLF
PARIS : CLF

Cliffs Natural Resources Inc.

December 03, 2009 08:49 ET

Freewest Announces Increase in Purchase Price to $0.90 Per Share for Acquisition by Cliffs Natural Resources Inc.

- Cliffs to acquire 100% of outstanding Freewest shares

- Each Freewest shareholder to receive C$0.90 in shares of Cliffs, placing a value on Freewest of approximately C$211 million

- Amended transaction represents a 185.7% 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 5.9% premium to Freewest's closing price on December 2, 2009

- Freewest Board of Directors unanimously supports amended Cliffs transaction

MONTREAL, QUEBEC--(Marketwire - Dec. 3, 2009) - The Board of Directors of Freewest Resources Canada Inc. (TSX VENTURE:FWR) is pleased to announce that Freewest and Cliffs Natural Resources Inc. (NYSE:CLF)(PARIS:CLF) have amended their previously-announced Arrangement Agreement. Under the amended Arrangement Agreement, Cliffs will acquire all of the shares of Freewest in a Board-supported transaction at a price of C$0.90 per Freewest share, placing a value on Freewest of approximately C$211 million. Under the terms of the amended Arrangement Agreement, Freewest shareholders will receive a fraction of a Cliffs share representing a fixed value of C$0.90 for each Freewest share.

"We are very pleased to announce this amended agreement with Cliffs", said Mackenzie I. Watson, President and Chief Executive Officer of Freewest. "The purchase price has increased from an estimated C$0.70 per share, the value offered by Cliffs under the original terms of the Arrangement Agreement, to a firm C$0.90 per share, now comprised exclusively of Cliffs shares. We believe this transaction is clearly superior to the amended offer made by Noront Resources, comprised of uncertain value in the form of Noront shares and warrants. As I stated before, the Cliffs transaction will provide Freewest shareholders with highly-liquid shares in a company with a market capitalization in excess of US$6 billion."

The transaction, as amended, will be effected by way of Plan of Arrangement. Freewest expects to mail a management proxy circular to shareholders shortly for a special meeting of shareholders to be held on January 15, 2010. It is expected that the transaction will be completed soon after the special shareholders' meeting.

The amended 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 amended agreement with Cliffs are as follows:

  • Freewest shareholders will receive C$0.90 per share in fixed value of Cliffs shares, with the precise number of Cliffs shares to be based on their market value on the NYSE shortly before the effective date of the transaction, expected to be in January 2010

  • all holders of vested "in-the-money" Freewest warrants and stock options will receive a cash payment equal to the difference between C$0.90 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

"I want to emphasize that the transaction with Cliffs guarantees value of C$0.90 per share on closing", added Mr. Watson. "Cliffs' proposal provides not only a higher value, it is also far less volatile than Noront's hostile bid, which offers a fixed ratio of Noront shares and warrants for each Freewest share as consideration, and therefore a fluctuating value."

Freewest's Board of Directors unanimously recommends that Freewest shareholders approve the transaction with Cliffs, as amended, at the forthcoming special meeting of shareholders. The Board of Directors recommends that Freewest shareholders REJECT the hostile take-over bid made by Noront on October 13, 2009, as amended on December 1, 2009, and NOT tender their shares to the Noront offer, which will expire on December 11, 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.

As previously announced, the Arrangement Agreement with Cliffs, as amended, 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$8.45 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, as amended, 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 and a number of other customary conditions.

Freewest also announces that it has completed the issuance to Cliffs of 7,375,000 common shares at a price of C$0.45 per share, following the exercise by Cliffs of all Freewest warrants held by it. Freewest received proceeds of C$3,318,750 upon the exercise of the warrants. As a result of the share issuance, to Freewest's knowledge, Cliffs indirectly holds 29,033,440 Freewest shares, representing approximately 12.4% of Freewest's 234,829,907 issued and outstanding shares.

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 www.freewest.com. 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. 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. 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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