Freewest Resources Canada Inc.

Freewest Resources Canada Inc.
Cliffs Natural Resources Inc.

Cliffs Natural Resources Inc.

December 10, 2009 08:30 ET

Freewest Announces Increase in Purchase Price to C$1.00 Per Share for Acquisition by Cliffs Natural Resources Inc.

- Each Freewest shareholder to receive C$1.00 in shares of Cliffs, placing a value on Freewest of approximately C$240 million - Amended transaction represents a 217% 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 13.6% premium to Freewest's closing price on December 9, 2009 - In order to provide certainty to Freewest's shareholders, Cliffs will convert to a C$1.00 per share take-over bid for Freewest if Noront acquires more than 12.5% of Freewest shares - Freewest Board of Directors unanimously supports amended Cliffs transaction

MONTREAL, QUEBEC--(Marketwire - Dec. 10, 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 further 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$1.00 per Freewest share, placing a value on Freewest of approximately C$240 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$1.00 for each Freewest share. All of the other terms of the Arrangement Agreement remain unchanged.

"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$1.00 per share. We believe this transaction is clearly superior to the amended offer made by Noront, 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."

In addition, Cliffs has notified Freewest that should Noront become the registered owner of more than 12.5% of the currently issued and outstanding common shares of Freewest as a result of its unsolicited take-over bid, Cliffs will make a take-over bid for all of the issued and outstanding common shares of Freewest for cash consideration of C$1.00 per share. Under the take-over bid, if made, Cliffs would acquire any and all Freewest shares tendered, with no minimum tender condition. If Noront acquires less than 12.5% of Freewest's shares, Cliffs will proceed with the Arrangement at the new price of C$1.00 per share.

Cliffs has advised Freewest that it is taking this approach so as to guarantee Freewest shareholders that they can reject Noront's inferior take-over bid and receive C$1.00 per share in fixed and certain consideration from Cliffs.

Both the amended Arrangement with Cliffs and, if made, the take-over bid by Cliffs, have the unanimous support of a Special Committee of the Board of Directors of Freewest, and of the entire Board.

Freewest's Board of Directors unanimously recommends that Freewest shareholders approve the Arrangement with Cliffs, as amended, at a special meeting of shareholders to be held on January 15, 2010. 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.

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. 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.

Contact Information

  • Freewest Resources Canada Inc.
    Mackenzie I. Watson
    President and CEO
    (514) 878-3551 or 1-888-878-3551
    (514) 878-4427 (FAX)