Freewest Resources Canada Inc.
TSX VENTURE : FWR

Freewest Resources Canada Inc.

December 04, 2009 18:08 ET

Freewest Questions Real Value Of Noront's "Final" Offer

- Noront claim of $0.86 "implied value" per Freewest share grossly exaggerated

MONTREAL, QUEBEC--(Marketwire - Dec. 4, 2009) - Freewest Resources Canada Inc. (TSX VENTURE:FWR) wishes to comment on the revised "final" offer by Noront Resources Ltd. for all of the common shares of Freewest. Freewest will file a Notice of Change to its Directors' Circular shortly with Freewest's formal response to the revised Noront offer. The revised offer, first announced by Noront in a press release on November 30, 2009, is set out in Noront's formal Notice of Variation and Extension dated December 1, 2009, as filed on SEDAR.

Noront's press release emphasizes, in its title and elsewhere, that the revised Noront offer has an "implied value" of $0.86 per Freewest share. Freewest believes that this figure of $0.86 per share is grossly exaggerated. It is based on the value of the fractional Noront share ($0.64, based on Noront's closing price of $2.25 on Friday, November 27) offered for each Freewest share, and on the notional value of the fractional Noront warrant (allegedly $0.22) offered for each Freewest share. Freewest doubts that the fractional Noront warrant offered for each Freewest share has a value of $0.22. Value attributed to warrants is extremely variable and is necessarily based upon a series of assumptions, none of which were explained by Noront. In short, the real value of the Noront warrants offered could be anything from zero to $0.22 per share, adding greatly to the level of uncertainty of Noront's "final" offer.

Further, Noront did not include this alleged value of $0.86 per share in its formal Notice of Variation dated December 1, 2009, filed on SEDAR one day after Noront's press release. In other words, Noront made a claim in its press release as to a value proposition to Freewest shareholders, but failed to make the same claim in its formal, Board-certified document.

Noront's November 30 press release also states that Noront's revised offer is "final and will expire on December 11 and will not be increased". These statements do not appear anywhere in Noront's formal Notice of Variation filed one day later. Freewest believes that these are material statements. They should have been included and certified in the formal Notice of Variation.

Freewest is concerned with these material discrepancies, one day apart, between Noront's press release and its formal document filed on SEDAR. Freewest believes that any statement as to value made in a press release by Noront in the context of a take-over bid should be substantiated and should have been made in the formal Notice of Variation. If not, the statement as to value should be retracted by Noront. Freewest also believes that the statements made by Noront in the press release as to the revised offer being "final" and that it "will not be increased" should have been included in the formal, Board-certified Notice of Variation.

As a result of these material discrepancies, Freewest shareholders don't know whether to believe Noront's press release, Noront's Notice of Variation, or neither.

Freewest's Board of Directors unanimously recommends that Freewest shareholders: (i) NOT tender their shares to the Noront offer; and (ii) vote FOR the Plan of Arrangement with Cliffs Natural Resources Inc. at the special meeting of shareholders to be held in January 2010.

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.

Georgeson Inc. is acting as Freewest's solicitation agent in connection with a proposed Plan of Arrangement with Cliffs Natural Resources Inc. Georgeson may be contacted as follows:



Georgeson Inc.
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. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of Freewest Resources Canada Inc. ("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 a proposed 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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