Freewest Resources Canada Inc.

Freewest Resources Canada Inc.

January 27, 2010 14:51 ET

Cliffs Acquisition of Freewest Completed

MONTREAL, QUEBEC--(Marketwire - Jan. 27, 2010) - Freewest Resources Canada Inc. (TSX VENTURE:FWR) ("Freewest" or the "Company") announced today the completion of its previously announced arrangement (the "Arrangement") under the Canada Business Corporations Act. The Arrangement was approved on January 25, 2010 by holders of Freewest common shares ("Freewest Shares"). The Ontario Superior Court of Justice (Commercial List) granted its final order approving the Arrangement on January 26, 2010.

Pursuant to the Arrangement, Cliffs Natural Resources Inc. ("Cliffs") indirectly acquired all of the Freewest Shares not already owned by it and its affiliates in exchange for 0.02016 of a common share of Cliffs per Freewest share (the "Share Consideration").

Upon surrender to Computershare Investor Services Inc. (the "Depositary") of certificates representing Freewest Shares that were outstanding immediately prior to the effective time of the Arrangement, together with a duly completed and executed Letter of Transmittal, registered holders of such shares are entitled to receive the Share Consideration pursuant to, and subject to the terms and conditions of, the Plan of Arrangement. Each registered shareholder (other than CDS and DTC) will receive a Direct Registration Advice (DRA), evidencing the Cliffs shares held by such shareholder. A shareholder can request to receive a physical share certificate representing the Share Consideration by completing the information accompanying the DRA. Any questions regarding payment of the Share Consideration, including any requests for an additional copy of the Letter of Transmittal, should be directed to the Depositary via telephone at 1-800-564-6253 (toll free in North America) or 514-982-7555 or via email at

Non-registered holders of Freewest Shares that were outstanding immediately prior to the effective time of the Arrangement should contact their nominee (i.e., broker, trust company, bank or other registered holder) which holds the certificates representing such securities, on their behalf to arrange for surrender and payment pursuant to the Arrangement.

It is expected that the Freewest Shares will be delisted from the TSX Venture Exchange later this week. Freewest intends to apply to the relevant securities regulatory authorities to cease to be a reporting issuer in each of the jurisdictions in Canada in which it is currently reporting.

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 Inc. is an international mining and natural resources company. A member of the S&P 500 Index, 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 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 Latin American business unit includes a 30% interest in the Amapa Project, an iron ore project in the state of Amapa in Brazil.
Other projects under development include a biomass production plant in Michigan and Ring of Fire chromite properties in Ontario, Canada. 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.

Caution Concerning Forward-looking Statements

This news release contains forward-looking statements relating to Freewest, including statements regarding the delisting of its securities from the TSX Venture Exchange and it ceasing to be a reporting issuer. Any statements that are not statements of historical fact (including statements containing the words 'believes,' 'intends', 'plans,' 'anticipates,' 'expects,' 'estimates' or similar expressions) and refer to management's expectations or plans and should be considered to be forward-looking statements. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to, the applicable regulators and stock exchanges consenting to the delisting of Freewest's securities and Freewest ceasing to be a reporting issuer. Readers are cautioned that the foregoing list is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, Freewest disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Freewest undertakes no obligation to comment on expectations of, or statements made by, third parties in respect of Freewest or the acquisition of Freewest by Cliffs.

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.

Contact Information

  • Cliffs Natural Resources Inc.
    Mr. Steve R. Baisden
    Director, Investor Relations and
    Corporate Communications