Hoov,
That's really well researched and written. I'm sure all who agree with you on fighting this proxy solicitation, including me, are most appreciative of your efforts.
As you have carefully crafted your response, so was the proxy solicitation carefully crafted, almost diabolically so.
"Noront recently wasted what it said would be approximately $15 million further developing its Windfall Lake gold property in Urban Township, Quebec..."
I mean, the above is good stuff, it walks the edge, but difficult to call it a flat out lie - it's pretty cagey/slimy advocacy, I'll say that.
The stronger point, I think, is the standard regarding omission of certain information, rendering statements made misleading ("omissions of material facts necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.") Although this may sound at first like a standard that can be danced around, it really isn't. And the current case is a fine example (a "law school exam" type fact situation, if you will) of the reason the disclosure laws read the way they do.
It comes down to the will and predisposition of the OSC and any other trier of fact that would consider this case. I don't think I'm more than slightly biased on this matter, so I think I can objectively state that the better argument is that the statements you quote from the proxy fail to contain material facts which should be included so as not to make the remainder of your quoted material misleading.
In the midst of a presidential campaign in the US, which like most all political campaigns, is replete, on both sides, with just the type of misinformation contained in the proxy, I guess I'm a bit desensitized to it all. However, corporate campaign rules (laws and regulations) are a lot more exacting than political campaign rules (custom and practice). Based on the quoted sections in your letter, Hoov, I think Rousseau went materially over the line.