MONTREAL, QUEBEC, Nov. 17, 2009 (Marketwire) -- The Board of Directors of Freewest Resources Canada Inc. (TSX VENTURE:FWR) wishes to provide Freewest shareholders with an update regarding the unsolicited all-share offer by Noront Resources Ltd. for the outstanding shares of Freewest and Freewest's on-going negotiation of a value-enhancing alternative transaction.
Freewest's Board of Directors continues to recommend that Freewest shareholders REJECT the hostile take-over bid made by Noront on October 13, 2009 and NOT tender their shares to the Noront offer. The Board of Directors continues to be of the view that the Noront offer is financially inadequate and opportunistic, and fails to recognize the strategic value of Freewest's assets and its future value-creation potential.
As previously announced, Freewest has entered into a Confidentiality and Exclusivity Agreement with a third party under which Freewest is negotiating with this party on an exclusive basis. Freewest wishes to advise its shareholders that Freewest's legal counsel and financial advisors are actively working with the third party's legal counsel and financial advisors on definitive agreements for an alternative value-enhancing transaction, in order to sign the definitive agreements before the expiry of the exclusivity period on December 1, 2009.
"We believe that this transaction will be to the benefit of Freewest's shareholders and is in Freewest's best interests", said Mackenzie I. Watson, President and Chief Executive Officer of Freewest. "Our goal is to sign definitive agreements for the transaction with the third party by December 1."
As previously announced, Freewest's Shareholder Rights Plan will stay in effect until 5 p.m. on December 1, 2009. Accordingly, Noront has extended the expiry date of its offer to December 1. As a result, Noront cannot take up or pay for tendered Freewest shares, if any, prior to that date.
"As Noront has extended its offer to December 1, there is no reason for Freewest shareholders to tender their shares or take any other action at this time", added Mr. Watson. "In a take-over bid, there is no advantage in tendering shares early."
In addition, Freewest is surprised by a statement made by Noront in its Notice of Variation and Extension dated November 13, 2009, that "on November 12, 2009, Noront reached an agreement with Freewest whereby Noront agreed to extend the (Noront) Offer until 5:00 p.m. (Toronto time) on December 1, 2009". Noront made a similar statement in its press release of November 12, 2009.
In fact, the decision by Noront to extend its offer to 5 p.m. on December 1 was made by Noront alone. Any implication that Freewest participated in, or agrees with, Noront's decision to extend its offer is misleading. On November 12, Freewest and Noront agreed only that Noront's application to the Bureau de decision et de revision en valeurs mobilieres for a cease-trade order in respect of Freewest's Shareholder Rights Plan was settled and that Freewest would, if the Noront offer was extended to at least 5 p.m. on December 1, 2009, waive the application of the Shareholder Rights Plan with respect to Noront's offer at that time.
Freewest is a well-financed mineral exploration company. It is actively exploring for gold, base-metals and chromite within eastern Canada. Corporate information can be accessed on the Internet at www.freewest.com. Freewest's shares are listed on Tier 1 of the TSX Venture Exchange under the symbol FWR. Freewest can give no assurances that it will enter into a definitive agreement with the third party or that a transaction with the third party will ultimately be completed.
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 the possibility of Freewest Resources Canada Inc. ("Freewest") signing a definitive agreement with a third party pursuant to a Confidentiality and Exclusivity Agreement. 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. 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.