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Additional	Information
Market:	NYSE
Sector:	General Mining
Epic:	NYSE:CLF
News:	Latest news
Web Site:	Cliff Natural Resources
Other Articles:	03-07-2009

Cliffs Natural Resources to acquire Freewest Resources' Chrome assets for C$150 million

by Jamie Ashcroft

Cliffs Natural Resources (NYSE: CLF) (‘Cliffs’) announced it has entered into an Arrangement Agreement to acquire 100% of the outstanding shares in Freewest Resources (TSX-V: FWR) (‘Freewest’) in a share-based deal with a total estimated value of C$150.6 million, equating to C$0.70 per share. Freewest was previously the subject of an unsolicited offer from Noront Resources Ltd.

The offer from Cliffs represents a 122% premium to the Freewest share price on the 2nd October prior to Noront’s offer and a 27% premium on the closing price for Friday 20th November. Accordingly the Freewest Board of Directors unanimously support the offer from Cliffs. The Freewest board have deemed the offer to be ‘clearly superior’ to the Noront offer.

Freewest’s chromite assets, primarily the McFaulds property and the associated McFaulds joint venture property will be integrated into Cliffs broad base metal operations. Cliffs is the largest producer of iron ore pellets in North America and a major supplier of direct-shipping lump and fines iron ore out of Australia. Cliffs also has significant coking and thermal coal producing projects.

The company’s remaining non-chromite assets including its Shareholding in Quest Uranium Corp (TSX-V: QUC) (‘Quest Uranium’) and the high-grade Clarence Stream gold property will form a new company, New Freewest Resources (‘New Freewest’).

Under the terms of the proposed deal, for each share held in Freewest investors will receive a fractional share in Cliffs to the value of C$0.55 and one share in the New Freewest company.

According to the statement, New Freewest will be a well-funded, Canadian-focused mineral exploration company with C$2.0 million in cash, a portfolio of exploration assets and investments, New Freewest will be managed by the current Freewest Board and management.

New Freewest primary asset, the Clarence Stream gold property is located in New Brunswick. The high-grade gold property currently contains Indicated Resources of 235,000 ounces of gold grading 8.99 grams per tonne and Inferred Resources of 156,000 ounces of gold grading 7.35 grams per tonne.

Clarence Stream also has Indicated Resources of antimony estimated at 126,000 tonnes averaging 2.3% antimony, or 6.3 million pounds of antimony. Antimony has a variety of industry applications including the semi-conductor industry, it’s an element used in the manufacture of batteries and forms part of several metallic alloys.

Additionally once the deal is complete, New Freewest will own approximately 4.1 million shares in Quest Uranium which was valued at C$13.3 million on 20th November 2009, representing approximately 10% of Quest Uranium’s issued share capital. Quest is currently advancing several high-potential exploration projects in Canada, with four properties in North-Western Ontario, two properties in Quebec and one located in New Brunswick.

Freewest CEO, Mackenzie Watson commented on the latest proposal:

"We believe this transaction is clearly superior to the proposal put forward by Noront. It will provide Freewest shareholders with highly-liquid shares in a company with a market capitalization in excess of US$5 billion, while allowing New Freewest to continue as a well-financed exploration company focused on the high-grade Clarence Stream gold property and an attractive suite of early-stage exploration properties. The New Freewest shares represent significant value and ongoing upside potential."

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