Noront Resources Ltd.

Noront Resources Ltd.

December 22, 2006 15:01 ET

Noront Adopts a Shareholder Rights Plan

TORONTO, ONTARIO--(CCNMatthews - Dec. 22, 2006) - Noront Resources Ltd. (TSX VENTURE:NOT) - The Board of Directors (the "Board") of Noront Resources Ltd. ("the Company") has voted to adopt a shareholder rights plan (the "Rights Plan"). The Rights Plan is being adopted in order to reflect developments in Canada with respect to shareholder rights plans and is designed to encourage the fair treatment of shareholders in connection with any take-over bid for the Company.

The Rights Plan will provide the Board and the shareholders with more time to fully consider any unsolicited take-over bid for the Company without undue pressure. Furthermore, the Rights Plan will allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.

The Rights Plan is not being proposed in response to, or in anticipation of, any acquisition or takeover offer and is not intended to prevent a take-over bid for the Company. Under the Rights Plan, take-over bids that meet certain requirements intended to protect the interests of all shareholders are deemed to be "Permitted Bids". Permitted Bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other conditions, must remain open for sixty days.

The Rights Plan is similar to other shareholder rights plans recently adopted by other Canadian corporations. Until the occurrence of certain specific events, the rights will trade with the common shares of the Company and be represented by the share certificates for such shares. The rights become exercisable only when a person, including any party related to or acting jointly or in concert with such person, acquires or announces its intention to acquire 20% or more of the outstanding common shares common shares of the Company without complying with the "Permitted Bid" provisions of the Rights Plan. Should a non-permitted acquisition occur, each right would entitle each holder of common shares (other than the offeror or certain parties related to it or acting jointly or in concert with it) to purchase additional common shares of the Company at a 50% discount to the market price of the shares at that time.

Although the Rights Plan will take effect immediately in accordance with applicable regulatory requirements, the Company will submit the Rights Plan for confirmation at a special meeting of shareholders to be held within the next six months. Thereafter, the Rights Plan will be subject to reconfirmation at every third annual meeting of shareholders thereafter until its expiry on December 22, 2016. If the shareholders do not confirm the Rights Plan, the Rights Plan will terminate and cease to be effective at that time. The Rights Plan is subject to the approval of the TSX Venture Exchange. A full text of the Rights Plan will be posted on the Company's web site Registered common shareholders will be provided with a synopsis of the Rights Plan, such synopsis to be included in an information circular delivered to each shareholder prior to the special meeting.


"R. Nemis", President and Chief Executive Officer

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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