Freewest Resources Canada Inc.

Freewest Resources Canada Inc.

December 11, 2009 07:00 ET

Freewest Urges Shareholders Not to Tender to Noront Offer

- Superior offer from Cliffs Natural Resources Inc. guarantees $1.00 for every Freewest share, a 217% premium to Freewest's closing price on October 2, 2009, immediately prior to the announcement of Noront's unsolicited offer - Value of Noront offer uncertain, comprised in part of out-of-the-money warrants of questionable value - Noront offer cannot guarantee merger of Noront with Freewest

MONTREAL, QUEBEC--(Marketwire - Dec. 11, 2009) - Freewest Resources Canada Inc. (TSX VENTURE:FWR) urges shareholders not to tender their shares to the unsolicited offer by Noront Resources Ltd. for all of the common shares of Freewest. Noront's offer expires on Friday, December 11, 2009.

Since Noront's offer was first announced on October 5, Freewest shareholders have been subjected to numerous press releases and other documents from Noront. Many of these contain false or misleading information about Freewest and about Noront's offer. Here, in plain language, is why Freewest shareholders should reject Noront's offer and not tender their shares.

- Freewest has signed an agreement with Cliffs Natural Resources Inc. (NYSE:CLF)(PARIS:CLF) which provides Freewest shareholders, for each Freewest share, with a fixed amount of $1.00 in Cliffs shares. This is vastly superior to Noront's offer.

- Even if Noront acquires a block of Freewest shares pursuant to its offer and tries to stop the Plan of Arrangement between Freewest and Cliffs, Freewest shareholders are certain of being able to receive $1.00 per share from Cliffs. If Noront acquires more than 12.5% of Freewest's shares, Cliffs has committed to convert from its Plan of Arrangement with Freewest to a $1.00 per share take-over bid, with no minimum tender condition. This ensures that Freewest shareholders can reject the Noront offer and still be guaranteed that they will be able to sell to Cliffs for $1.00 per share.

- Freewest believes that there is little support among Freewest shareholders for Noront's offer. Cliffs has signed support agreements with Freewest shareholders who hold in the aggregate more than 10% of Freewest's shares. Freewest's Board and management unanimously support the transaction with Cliffs. Freewest's solicitation agent has contacted more than 1,000 Freewest shareholders, and the vast majority do not plan to tender their shares to Noront. Freewest is gratified by this support from its shareholders.

- Noront claims that, for each Freewest share, the warrants it is offering have an implied value of $0.22. Freewest and its financial advisors, and by all evidence, the marketplace, consider this figure to be grossly exaggerated.

- If Freewest shareholders are considering tendering their Freewest shares with the expectation that Freewest and Noront will be merged or combined, the waiver by Noront of the 66 2/3% condition of its offer means that this will not necessarily be the case. If you tender your Freewest shares to the Noront offer, Noront must buy your shares, and will pay you by issuing Noront shares from treasury. However, if Noront acquires only a block of Freewest shares, but less than 66 2/3%, Noront will not have sufficient Freewest shares to guarantee the merger or combination of the two corporations. In such circumstances, Noront will be nothing more and nothing less than a Freewest shareholder and, in all likelihood, a minority shareholder.

- Noront, a junior exploration company, does not have the financial capacity to develop the Ring of Fire, which will require substantial capital expenditures and infrastructure.

- Given the large number of shares that Noront proposes to issue to Freewest shareholders, there will be significant dilution within Noront and it may be difficult for Freewest shareholders to dispose of Noront shares. This dilution will become massive if Noront ever attempts to finance the development of the Ring of Fire through share issuances.

- Noront's claims cannot be trusted. The latest example is Noront's press release issued on Wednesday, December 9 at 7 p.m., announcing an estimated mine life and revenue projections for its Blackbird chromite deposit. By 10:23 a.m. the next day, Noront's stock was halted by the regulatory authorities. At 12:13 p.m., Noront was forced to retract its press release. Similarly, Noront issued two press releases on November 19, 2009 relating to the Eagle's Nest deposit, the second "clarifying" the first. It is no coincidence that these irresponsible press releases coincide with Noront's hostile share-for-share bid for Freewest.

- Cliffs is a stable and profitable company, with significant international assets and operations, and the financial capacity and expertise to develop Freewest's McFaulds chromite property. Any capital gains realized by individual Freewest shareholders on the transaction with Cliffs will generally be payable only in April 2011. If Freewest shareholders prefer to sell their Cliffs shares, they can do so easily on the NYSE.

- When Noront started its hostile offer, Freewest's shares were trading at $0.30. Freewest shareholders will now receive $1.00 per share from Cliffs. It's hard to beat a 217% premium.

For all these reasons, the Board of Directors of Freewest unanimously recommends that Freewest shareholders REJECT the Noront offer and NOT TENDER their shares, and VOTE FOR the Arrangement with Cliffs at the special meeting to be held on January 15, 2010. Freewest's Board and management again express their appreciation for the support expressed by so many Freewest shareholders.

For Investor Questions, Including How to Withdraw Shares from the Noront Offer

Shareholders who have questions or who may have already tendered their shares to the Noront offer and wish to withdraw them, may do so by contacting Georgeson at the toll free number set out below.

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.

Georgeson is acting as Freewest's solicitation agent in connection with the proposed Plan of Arrangement with Cliffs Natural Resources Inc. 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. 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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