Rosseau Asset Management Ltd.

October 16, 2008 09:47 ET

Noront Shareholders Urged to Support Necessary Change by Voting Yellow Proxy for New Slate of Directors

TORONTO, ONTARIO--(Marketwire - Oct. 16, 2008) - Rosseau Asset Management Ltd. ("Rosseau") today reiterated its recommendation to shareholders of Noront Resources Ltd. ("Noront") to vote for the new slate of directors that Rosseau will be proposing for election at the upcoming annual and special meeting of shareholders of Noront to be held on October 28, 2008 (the "Meeting"). Rosseau also responded to a number of misleading claims recently made by Noront's board and senior management:

- Rosseau is a highly successful and patient investor with a well-established track record of generating superior long-term investment returns and a deep knowledge of Noront's assets and prospects;

- Rosseau is a true believer in the long-term potential of Noront, and the director nominees it has put forward have the skills and expertise required to successfully maximize Noront's value over the long-term for the benefit of ALL Noront shareholders;

- Rosseau is one of Noront's largest shareholders, not merely the holder of a "small minority position" as Noront has claimed, and the actions Rosseau is proposing are supported by a number of Noront's other largest shareholders;

- Rosseau is NOT trying to seize Noront or assume control of it for Rosseau's benefit - the director nominees Rosseau is proposing, five of whom are fully independent of Rosseau, will create value for the benefit of ALL Noront shareholders; and

- Rosseau's director nominees have deep and varied expertise and strong track records of prior successes - they will provide the leadership and vision required to remedy the strategic errors of the past and to build Noront over the long-term for the benefit of ALL Noront shareholders.

Noront shareholders are urged to vote only the YELLOW proxy in favour of the election of the Rosseau nominees named in the proxy circular of Rosseau dated October 8, 2008 (the "Rosseau Circular"). Time is short. In order to be counted, YELLOW proxies should be submitted by no later than 5:00 p.m. (Toronto time) on Thursday, October 23, 2008.

Mr. Warren Irwin, the President and Chief Investment Officer of Rosseau, stated: "We are true believers in the long-term potential of Noront based on its discovery in the McFaulds Lake area. But for that discovery to ultimately create value for all Noront shareholders, Noront requires an experienced board of directors that can provide the necessary direction and leadership to take Noront to the next level and beyond. The existing board and President and Chief Executive Officer have proven themselves incapable of doing so. We are confident that the highly experienced and capable director nominees we are proposing will move quickly and decisively to focus Noront's business and operations on the core McFaulds Lake discovery and to develop and implement a multi-year plan to maximize the value of that discovery over the long-term for the benefit of all Noront shareholders."

Mr. Irwin continued: "The environment in the mining industry over the next few years will be difficult and it will be more important than ever to ensure that Noront has a strong team to raise funds and expend those funds in a prudent fashion. We do not believe that Noront's current board of directors or President and Chief Executive Officer have the confidence of the market to raise the funds required to fully exploit the opportunities Noront has before it. We are determined to ensure that the success or failure of Noront going forward is determined by the quality of its properties and that Noront's shareholders are not shortchanged by an inability to raise necessary funding."

Noront has recently described Rosseau as having only a "small minority position" in Noront. In fact, Rosseau and its officers and employees collectively own or control approximately 9.2% of the common shares of Noront, making Rosseau one of Noront's largest shareholders. Rosseau was also the lead purchaser in the important $26 million private placement completed by Noront in February 2008, a financing that Noront itself has acknowledged was raised from "highly regarded investors in the Canadian mining community". As Noront well knows, other key investors from the February 2008 financing, who collectively hold a much larger ownership stake in Noront than Rosseau, share Rosseau's views regarding the inadequacy of Noront's current leadership and strategic direction and the critical need to make the changes proposed by Rosseau. While Noront's current directors and Chief Executive Officer offer the claim that Noront's "existing strategy is on track", Noront's shareholders know otherwise.

Rosseau is seeking to replace the board of Noront with a group of highly experienced individuals who can and will provide Noront with the leadership, oversight and vision necessary to enable Noront to realize on its potential. Every Noront shareholder will benefit in the same way from the actions of this new board. That is why a number of Noront's other largest shareholders have told Rosseau that they support the board changes being proposed by Rosseau.

Noront's current board is attempting to distract shareholders from the real problems at Noront by mischaracterizing Rosseau's initiative as an attempt to acquire control of Noront and suggesting that Rosseau should be paying a "control premium" to Noront's other shareholders. Electing new directors who are more experienced and capable than the current board and have a clear plan to create shareholder value for the benefit of all shareholders is not the same as buying the company. As Noront knows, its recent statements disingenuously confuse the difference between a proxy contest aimed at reconstituting a board of directors and a sale transaction. Rosseau has no interest in selling its Noront shares at current prices and would not ask any other Noront shareholder to do so either. Rather, the right course of action for all Noront shareholders is the election of the new board being proposed by Rosseau, which will move firmly and decisively to focus Noront's business and operations on the core McFaulds Lake discovery and create long-term for the benefit of ALL Noront shareholders.

Noront questions the experience and track record of Rosseau's director nominees. As detailed in the Rosseau Circular, these nominees, five of whom are fully independent of Rosseau, have deep and varied experience in prospecting, geology, exploration, mining, public companies, corporate development, corporate governance, capital markets and accounting. Many of them, unlike the existing Noront directors, have also been an integral part of successful mining companies and know what it takes to build a junior mining issuer from the ground up. To support its criticisms of the track records of the Rosseau nominees, Noront offers nothing more than a selective and misleading comparison of the 2008 share performance of Noront versus certain other mining companies in which some of Rosseau's director nominees are or were involved, most notably Aurelian Resources Ltd. ("Aurelian"), a publicly-listed mineral exploration company in which four of the Rosseau nominees were significantly involved. What Noront fails to mention is that, from December 30, 2005 through to Aurelian's successful sale to Kinross Gold Corporation in a transaction valued at approximately $1.2 billion in September 2008, Aurelian's share price appreciated by approximately 40 times. Rosseau would gladly accept the opportunity to experience similar returns on its investment in Noront, and it suspects that other Noront shareholders would too.

Finally, Noront now asserts that Richard Nemis has volunteered to relinquish his role as Chief Executive Officer at Noront "as soon as an appropriate, qualified new leader could be found". This is a clear acknowledgement by Noront that change is required. However, what Noront does not say is that it has been promising the imminent replacement of Mr. Nemis to its major shareholders for more than eight months, with no tangible progress having been made. Having done nothing to replace Mr. Nemis over this period, Noront's current board also now implies that, as a result of Rosseau's recent actions, Noront has implemented "an accelerated recruitment process", which Noront nevertheless goes on to state may not be in the best interests of Noront's shareholders. Rosseau believes that, without a much stronger board of directors in place, Noront will be unable to attract a new Chief Executive Officer with the experience and qualifications required to enable Noront to fully realize its potential. Further, Noront's new Chief Executive Officer clearly must be selected by Noront's new board of directors following the Meeting, rather than in a hastily arranged last-ditch effort by Mr. Nemis to try and head-off the meaningful change that Noront shareholders so clearly require.

Holders of Noront common shares are encouraged to contact Kingsdale Shareholder Services Inc. (tel. no: 416-867-2272 (collect calls accepted) or 1-800-749-9052 (toll-free)) with any questions or if they require assistance in voting the YELLOW form of proxy that accompanied the Rosseau Circular. To ensure that their votes count, holders of Noront common shares who wish to vote in favour of the Rosseau Nominees are asked to send their completed, dated and signed YELLOW proxies to Kingsdale Shareholder Services Inc. by NO LATER THAN 5:00 P.M. (TORONTO TIME) ON THURSDAY, OCTOBER 23, 2008, either by facsimile (to fax no. 1-866-545-5580) or by delivery to Kingsdale at The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario, M5X 1C7.

Contact Information

  • Rosseau Asset Management Ltd.
    Warren B. Irwin, MBA, CFA
    President and Chief Investment Officer
    (416) 777-0711
    (416) 777-0718 (FAX)