TORONTO, ONTARIO--(Marketwire - Oct. 15, 2008) - Noront Resources Ltd. (TSX VENTURE:NOT) ("Noront") today announced that its Board of Directors and a special committee of independent directors have unanimously recommended that shareholders of the Company vote the WHITE PROXY to re-elect the current Board of Directors and to reject a slate of nominees proposed by dissident shareholder Rosseau Asset Management Ltd. and certain related parties (collectively, "Rosseau").
On October 8, 2008, Rosseau, a hedge fund manager that, together with its officers and employees, owns or exercises control and direction over approximately 9.2% of Noront's common shares, filed a dissident's proxy circular (the "Dissident's Circular") asking Noront shareholders to vote for the election of a new slate of directors, nominated by Rosseau, at the Company's annual and special meeting scheduled for October 28, 2008.
In a letter being distributed to all shareholders today, Noront advises that Rosseau's proposed changes are not in the best interests of the Company's shareholders and provides its reasons to reject the dissident nominees. The reasons include:
- Rosseau, with only a small stake in the Company, is taking advantage of extraordinary market conditions to make an opportunistic attempt to acquire control of Noront without offering any compensation to shareholders;
- Rosseau's hand-picked nominees have prior relationships with Rosseau - but none with Noront and, other than Rosseau's principal, they hold no shares in Noront and have little understanding of the Company;
- The record of value enhancement of the Rosseau nominees at other companies is questionable;
- Rosseau is seeking 100% control of the board and summarily rejected a compromise proposal from Noront that should have met Rosseau's stated concerns while making the costs and disruption of a proxy contest unnecessary;
- Noront's existing strategy is on track to deliver value for all shareholders;
- Noront continues to strengthen the capability and independence of its board and management.
The Board recommends that Noront shareholders vote only the WHITE proxy in favour of the Company nominees as named in the management information circular dated September 22, 2008. Time is short. In order to be counted at the October 28, 2008, annual and special meeting, proxies must be submitted no later than 10:30 a.m. (Toronto time) October 24, 2008.
Due to the limited time available, shareholders should vote using one of the quicker options available as noted on the management form of WHITE proxy, preferably by telephone, internet or fax, where applicable. For more information about voting, shareholders can contact the Company's solicitation agent, Georgeson Shareholder, toll free in North America at 1-866-682-6157.
The full text of the letter to shareholders follows:
October 14, 2008
Dear fellow Noront shareholder:
On October 8, 2008 Rosseau Asset Management Ltd. ("Rosseau"), a hedge fund which holds 9.2% of the outstanding common shares of Noront Resources Ltd. ("Noront" or the "Company"), issued a dissident proxy circular seeking support for a resolution to remove Noront's existing board of directors and replace it with Rosseau's own slate of directors. You will decide this question at Noront's annual and special meeting of shareholders, scheduled for October 28th in Toronto. Your answer will be crucial to the future of your Company and your investment.
If Rosseau's interests are truly aligned with the best interests of all shareholders, it would not insist on complete control of the board through a slate of 100% Rosseau nominees, only one of whom owns any shares of Noront. Rosseau is attempting to take over your Company without compensation to the current shareholders.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU:
- VOTE FOR NORONT MANAGEMENT'S NOMINEES TO THE BOARD OF DIRECTORS USING THE ENCLOSED WHITE PROXY
- REJECT ROSSEAU'S NOMINEES. DO NOT USE THE YELLOW DISSIDENT PROXY
Your board of directors, a special committee of independent directors, and management have all considered the dissident's proposal and have concluded that it is not in the best interests of Noront shareholders. The current difficult economic times will place even greater demands on Noront's experienced and knowledgeable board and management. The dissident's nominees have not shown they are up to the task. The current board and management of Noront have a proven track record with your Company, delivering tangible results on which you can rely, as evidenced by:
- four significant discoveries made in the past 12 months: the Eagle One and Eagle Two copper-nickel-PGM deposits; and two significant chrome deposits, Blackbird One and Blackbird Two;
- control of the largest land position in the "Ring of Fire" area, including a large number of identified and drill-ready copper-nickel-PGM and chromite targets;
- $29.3 million in cash in the treasury as at October 10, 2008;
- additional accounts receivable of $3.3 million from the Quebec government's rebate program in respect of the Windfall Lake project;
- in-the-money warrants totaling $3.3 million due in December, 2008;
We believe that Rosseau's action is unwarranted and unnecessary:
- Rosseau is taking advantage of extraordinary market conditions to attempt to acquire control of Noront without offering any compensation to shareholders;
- Rosseau, a hedge fund with a small minority position, is seeking to take 100% control of Noront's board of directors and effectively Noront itself, without making any offer to the other shareholders;
- Rosseau's hand-picked nominees for the replacement board have prior relationships with Rosseau - but no financial interest in Noront;
- Rosseau's nominees (other than Rosseau's principal) have little or no knowledge of Noront and a dubious record at other companies;
- Rosseau summarily rejected a compromise proposal from Noront that should have met its needs and avoided the unnecessary costs and disruptive effect of this proxy contest;
- Noront's existing strategy is on track to deliver value for all shareholders and not just select shareholders;
- Noront continues to strengthen the capability and independence of its board and management;
How to vote - Use Only the WHITE Proxy
Rosseau announced its intention to force a contested vote on the composition of the Noront board after the Company had already mailed its management information circular and form of proxy for the October 28th annual and special shareholder meeting. To ensure that you have the fullest opportunity to consider your vote, we are now providing you with a duplicate WHITE proxy, which you may use to vote in advance of the meeting, and this letter which provides important information for shareholders in response to Rosseau's dissident proxy circular. If you have voted using the dissident proxy, you have every right to change your vote, by simply voting the WHITE proxy. It is the later dated proxy that will be counted. Noront's management information circular is also available on www.sedar.com and additional copies of the circular can also be obtained by calling Noront's proxy solicitation agent, Georgeson, toll free at 1-866-682-6157.
Reasons to Vote the WHITE Proxy for Your Incumbent Board of Directors
Rosseau Wants Control of Noront - But Does Not Want to Pay for It
Like most public companies in the junior mining market, Noront's shares have fallen dramatically under current conditions. Rosseau is opportunistically seizing this moment to attempt to take control of the Company. It intends to fill the board with its own nominees and turn a 9.2% interest in Noront into effective control. It proposes to gain control without making an offer to all shareholders or payment of a control premium. Under the Rosseau "plan", the dissident gets the board and the shareholders get nothing.
Rosseau Rejected a Fair Solution for All Shareholders
The dissident's motives were made clear by its almost immediate rejection of Noront's compromise proposal made to Rosseau on October 6th, which addressed Rosseau's stated concerns.
This compromise proposed a board of directors of Noront composed of two nominees from Rosseau and two nominees from Noront, with the remaining three nominees being independent and mutually agreed between Noront and Rosseau. This would have achieved a balance between the need for continued evolution in the governance of Noront, as the Company has itself acknowledged and pursued for some time, and preserving the continuity of institutional knowledge and expertise, which is responsible for the many successes that Noront has enjoyed over the past year. Rosseau summarily rejected this fair solution.
The Dissident's Nominees Do Not Represent the Best Interests of ALL NORONT SHAREHOLDERS
As evidenced by the proposed compromise it made to Rosseau, your board of directors remains open to modifying its composition to reflect Noront's changing needs. Rosseau does not share this commitment. Rosseau's proposed slate includes Rosseau's principal and his legal advisor in addition to four individuals who are currently, or were, management or directors of companies in which Rosseau has or had investments. The proposed slate does not represent all shareholders' interests and is seen to be self serving of the hedge fund's motives. We do not believe that the proposed slate will enhance shareholder value and based on past record may in fact destroy it.
The Dissident Nominees' Track Record is Questionable
There is little evidence that Rosseau's proposed slate of directors would add value to Noront. None of them (other than Rosseau's principal) has any prior interest or ownership in Noront, raising concerns about their lack of knowledge of the Company and its operations. Consider the results for companies in which Rosseau's nominees are directors:
Share price decline, year-to-date (October 9, 2008) --------------------------------------------------- ----------------------------------------------------------------------- Performance of the Dissident's nominees ----------------------------------------------------------------------- African Copper PLC (Joseph Hamilton)(1)(2) -93% ----------------------------------------------------------------------- Temex Resources Corp. (Bruce Durham)(2) -79% ----------------------------------------------------------------------- Independent Nickel Corp. (Thomas Obradovich)(2) -76% ----------------------------------------------------------------------- Aurelian Resources Inc. (Joseph Hamilton, Patrick Anderson & Keith McKay)(3) -32% ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- Noront Resources Ltd -71% ----------------------------------------------------------------------- TSX Venture Exchange -63% ----------------------------------------------------------------------- (1) Joseph Hamilton was Chief Executive Officer and a director of African Copper PLC until June, 2008. (2) Temex Resources Corp., Independent Nickel Corp., and African Copper are companies chaired by members of the proposed slate. Each of these companies has underperformed Noront since the beginning of 2008. (3) Aurelian Resources Inc. was acquired by Kinross Gold in September of 2008, at a significant discount to Aurelian's trading highs, even in the context of a rising gold market and a takeover premium.
(Note: Share price performance charts are included in the letter. To see these, visit http://media3.marketwire.com/docs/Comparative_stock_charts.pdf.)
Hedge funds typically have no operational experience; they trade stocks both long and short and seek to maximize cash flow to their unit holders. This poses a potential major risk to shareholders.
Noront's Strategic Plan Is On Track; the Dissident Has No New Plan
As stated in its management information circular, Noront's board and management understand the need for Noront to grow and evolve. We also acknowledge the importance of that growth being sustainable, measured and disciplined. It is too easy in these difficult markets to presume that wholesale change is an answer. Rosseau's "plan" for Noront as articulated in its dissident proxy circular consists entirely of objectives and initiatives that current Noront management already has underway.
Unlike Noront, Rosseau provides no concrete action plan to underpin its proposed initiatives.
Maximization of Shareholder Value
In November, 2007, Noront retained financial advisors J.P. Morgan Securities and IBK Capital Corp. to assist Noront in examining and advancing its strategic priorities, including the realization of value for non-strategic assets, development options for its key assets, and continued dominance in the "Ring of Fire".
The Right Senior Management Team
Your board of directors has always recognized the need for management of your Company to evolve as Noront transitioned from a junior exploration company. Since the discovery of Eagle One, one short year ago, we have made significant additions to the Noront management team both on the geological and the corporate side. This strengthening also recognizes the need for succession planning and demonstrates your board's commitment to building for the Company's future:
- Dr. Jim Mungall, a leading authority on chromium and copper-nickel-PGM deposits, leads the design and implementation of Noront's exploration efforts in the "Ring of Fire". In addition, Jim Atkinson has been added to the geological management team in recognition of the need for more specialized knowledge and insight into Noront's exciting chrome discoveries and for additional field management bench-strength;
- Kevin Feeney and Carmen Diges have been added to the corporate management team in direct response to the need for sophisticated financial and legal experience.
Reducing Cash Burn While Maintaining Development Opportunities at McFaulds Lake
Your board and management reiterate their commitment to balancing exploration and development programs and budgets with the prudent management of Noront's treasury. The dissident shareholder wants Noront to reduce its burn rate. Management continues to consistently implement procedures to minimize necessary exploration costs. Furthermore, the dissident criticizes the Company's options agreements with other companies in the Ring of Fire area. These option agreements make money available to Noront to explore property and test drill targets that the Company might not be able to attend to in the near future given the limits of its resources. Rosseau cannot have it both ways.
- In order to maintain Noront's control over more than 300,000 acres in the McFaulds Lake area, Noront must annually file minimum amounts of assessment work in respect of each claim to keep each claim current. This maintenance cost is significant. Estimated annual costs for assessment work on Noront's claims at McFaulds Lake are $2.8 million.
- With the largest land position in the "Ring of Fire" and limited resources, prioritizing targets is essential in order to support shareholder value. Noront therefore retained sole ownership of its highest priority targets.
- Noront signed various option agreements with other junior miners to accelerate exploration. Noront has never relinquished operating control within these option agreements in order to ensure it maintains exploration and drilling control. These are all earn-in agreements in which Noront will maintain a 50% interest or more upon successful earn-in.
- This method of prioritizing targets has been extremely effective: Three discrete nickel, copper and PGM occurrences and two chromite discoveries have been made to date on Noront's 100% controlled land while a number of high priority targets still require exploration.
- Notwithstanding Noront's own success, any new joint venture programs have been placed on hold until assessment work has been filed and evaluated for this year so that Noront can evaluate its exploration requirements for the coming years.
- Budgeting for 2009 is under way to ensure that development priorities are maintained, in light of revised market circumstances, along appropriate cost-benefit parameters to maximize the benefit of Noront's exploration efforts.
- Noront continues to assess direct-ship options for its nickel-copper, PGM and chrome discoveries as a means to provide potential future cash flows to your Company.
- Noront has commissioned an independent study to assess the economic viability of its nickel-copper-PGM and chrome discoveries.
Rosseau's assertion that Noront has "diluted" its claim positions is misleading. Had Noront decided to retain its entire land position, it would have required significant additional cash in order to adequately explore and keep these claims in good standing. Estimated annual costs for assessment work on Noront's claims at McFaulds Lake are $2.8 million. Noront would have needed to issue new common shares in order to fund these expanded activities. The result would have been additional dilution for all shareholders.
Focusing on High Value Exploration Targets
Your Company has rightly focused on its key targets over the past year. We challenge anyone to better Noront's report card of four significant discoveries within a twelve-month period.
- Noront recently announced the results of a National Instrument 43-101 independent technical report which disclosed a resource on the Eagle One deposit grading 1.834 million tonnes, averaging 1.96% nickel, 1.18% copper, 1.12 g/t platinum, 3.91 g/t palladium, 0.15 g/t gold and 3.81 g/t silver in indicated resources, and a further 1.087 million tonnes in inferred resources averaging 2.39% nickel, 1.27% copper, 1.37 g/t platinum, 4.5 g/t palladium, 0.13 g/t gold and 4.21 g/t silver.
- As the Eagle One project has a published copper-nickel-PGM resource rich enough to consider direct-shipping options, we have begun a preliminary economic evaluation of this deposit.
- We are actively reviewing the development potential of the Eagle Two deposit, also discovered in the past year.
- Noront has made two significant chrome discoveries during the past year, Blackbird One and Blackbird Two, which unlock the potential for Noront to become a strategic supply source for chrome as part of a geopolitical diversification strategy for the chrome sector's existing players.
Windfall Lake Gold Project
Rosseau complains that "Noront is distracted by Windfall Lake and other projects". It ignores the fact that Noront raised $15 million in December, 2006 based on exceptional drill results from the Windfall Lake gold project in Quebec. The use of the proceeds from this private placement was clearly outlined in Noront's press release of December 7, 2006. The Company received a portion of these proceeds back from the Quebec government through its rebate program. They were earmarked for the construction of a decline (ramp) to access drill-encountered high grade gold deposits and test continuity. The discovery of Eagle One was incidental to the Windfall Lake program at the time.
The importance of Windfall Lake has diminished as encouraging results continue to emerge from Noront's aggressive exploration at McFaulds Lake. Noront continues to carefully consider alternatives, including disposition of Windfall Lake and its other non-core assets, to ensure that full value is realized and continue to focus on its core assets. Noront has commissioned a National Instrument 43-101 report and an independent valuation report to assist it in evaluating its alternatives regarding this project.
Noront - Credible Junior in Transition
Rosseau's "plan" includes "establishing Noront as a credible junior mining company". We believe that Noront has achieved this already. And so do many of you. Noront was named the top-ranked mining company in the 2008 TSX Venture 50, a ranking of Canada's top emerging public companies listed on TSX Venture Exchange.
The main measures of a junior mining company's credibility include drill results and the ability to obtain sufficient financing from prominent mining investors. By these measures, Noront has surpassed all expectations. Noront has clearly shown quality drill results since its discovery; with 43,500 meters of drilling to date, Noront has made five mineral discoveries in the short space of 15 months. Noront raised a total of $38 million in February, 2008, from highly regarded investors in the Canadian mining community. Few junior mining companies have achieved these goals.
We are more ambitious than the dissident. Unlike Rosseau, we believe that Noront needs to aspire to be more than a credible junior mining company. That is why we have been working on development and strategic initiatives with our team and external advisors to help ensure that Noront has the funds and expertise it needs to go to the next level.
During the past year, significant enhancements have been made to the Company's governance and policies. Highlights of Noront's corporate governance measures currently in place include:
- Development of an independent and stringent quality assurance/quality control program for its sampling and reporting.
- Improved policies regarding the safeguarding of technical results from the field, including all stages of processing, until receipt and public dissemination.
- Fully independent audit and corporate governance committees and compensation committee.
- Disclosure policy and audit committee charter and ongoing corporate governance audit.
Enhanced Accountability of Senior Management and the Board to Shareholders
The additions to the strength of the corporate team have resulted in decision-making by a more broadly based management group and increased accountability of management to your board of directors. As repeatedly stated, we have sought to increase the independence and composition of the board. We were pleased to be able to announce the addition of Paul Parisotto as an independent member of the board of directors.
Your CEO and Noront's founder, Richard Nemis, has also volunteered to relinquish his role as CEO as soon as an appropriate, qualified new leader could be found. His goal was to facilitate a seamless transition. The filing of the dissident's proxy circular has forced an accelerated recruitment process, which is not necessarily in the best interests of shareholders.
Further, your management has historically attempted to draw on the expertise and contacts of the Company's significant shareholders to strengthen its team. A number of months ago, Noront's CEO wrote to several of these larger shareholders, including Rosseau, requesting suggestions for further additions to the board or management of Noront. No suggestions were made by any of these shareholders, including Rosseau.
Reject Rosseau's attempt to seize your Company. Vote FOR the re-election of Noront's board of directors.
The proxy to vote is WHITE.
Noront recommends that all shareholders vote only your WHITE management proxy in favour of Noront's directors, as listed in Noront's management information circular. Discard any dissident proxy that you might receive. Regardless of how many shares you own, it is important that you vote. Proxies must be returned no later than October 24, 2008 at 10:30 a.m. (Toronto time) for your vote to be counted at the meeting.
Due to the limited time available, shareholders should vote using one of the quicker options available as noted on the management form of WHITE proxy, preferably by telephone, internet or fax, where applicable.
For more information or assistance with voting your proxy call Noront's proxy solicitor, Georgeson, toll free at 1-866-682-6157.
For your convenience, a duplicate form of proxy has been attached. A later dated proxy automatically revokes any and all prior proxies given in connection with the upcoming shareholders' meeting.
Thank you for your continued support. Sincerely, (signed) (signed) Paul Parisotto Richard Nemis Chairman of the Special Committee President and CEO
Forward Looking Statement
This document includes certain "forward-looking statements" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included in this document that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company's businesses, operations, plans and other such matters are forward-looking statements.
When used in this document, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Examples of such forward looking statements include statements regarding results and expectations for 2008 and future time periods, including, but not limited to, availability of financing, interpretation of drill results, the geology, grade and continuity of mineral deposits and conclusions of economic evaluations, metal prices, demand for metals, currency exchange rates, cash operating margins, expenditures on property, plant and equipment, increases and decreases in exploration activity, changes in project parameters, joint venture operations, resources and anticipated grades and recovery rates and are or may be based on assumptions and/or estimates related to future economic, market and other factors and conditions.
Georgeson Shareholder Communications Canada Inc. has been retained by Noront as proxy solicitation agent. Shareholders with questions or needing a WHITE proxy and requiring assistance in voting are encouraged to call Georgeson, North American toll-free, 1-866-682-6157.
ON BEHALF OF THE BOARD OF DIRECTORS:
R. Nemis, President and Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
Noront Resources Ltd.
Chairman of the Special Committee