Agreement reached between Noront / Rosseau
posted on
Oct 27, 2008 12:13AM
NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)
Noront and Rosseau Resolve Proxy Contest and Agree on Composition of Noront Board
Noront Resources Ltd. ("Noront" or the "Company") and Rosseau Asset Management Ltd. ("Rosseau") are pleased to announce that they have agreed to a jointly determined single slate of directors for election at Noront's annual and special meeting of shareholders to be held on October 28, 2008 (the "Meeting"). The new Board will have a strong mandate to move the Company forward in the best interests of all shareholders. Pursuant to the terms of an arrangement reached between Rosseau and Noront, the new board of directors will be comprised of the following six directors: Darren J. Blasutti, Joseph A. Hamilton, Keith McKay, Lorie Waisberg, Patrick F.N. Anderson and Paul A. Parisotto. In the view of the current Board and management of Noront, as well as Rosseau, the new Board will be well positioned to take Noront forward into the future drawing on considerable new industry expertise. The new Board will also ensure that Noront's future is pursued in a balanced manne r in the interests of all shareholders. In order to achieve this compromise and to facilitate a resolution that is in the best interests of all Noront's shareholders, Noront's current President and Chief Executive Officer, Richard Nemis, has agreed to stand down as President, CEO and director on October 28, 2008. In recognition of his outstanding and pivotal contribution to the success of the Company to date, Mr. Nemis will be named Chairman Emeritus of Noront for life and will serve as a special advisor to the new Board. The office of President and CEO will be filled on an interim basis by Joseph Hamilton and Paul Parisotto serving as co-CEOs. The new Board is expected to begin a search for a permanent CEO immediately. It is anticipated that the new CEO, when selected, will be appointed to fill the seventh seat on the Board. The remainder of Noront's management, which remains unchanged by these developments, welcomes the opportunity to work with the new Board in pursuing Noront's future success. Mr. Paul Parisotto, Chairman of Noront's Special Committee said, "We are pleased that we have been able to reach agreement with Rosseau on a new board that positions Noront well for future success. Going forward, Noront will have a balanced joint slate of directors representing the interests of all shareholders. It is important to know that the Company's management team which was largely responsible for our discoveries in the Ring of Fire will remain with Noront. The Company is grateful for the longstanding and excellent service of Dick Nemis, Maurice Stekel and Douglas Blanchflower". Warren Irwin of Rosseau commented, "We thank Mr. Nemis for the contributions that he has made to the foundation and development of the Company. We also thank Paul Parisotto, as Chairman of Noront's Special Committee, who was instrumental in finding this solution to recognize the interests of all shareholders. We are confident that the Board proposed for election on Tuesday will bring together the expertise Noront requires for the next stage of its development." ........................... The annual and special meeting of Noront's shareholders will be held on October 28, 2008 at 10:30 am (Toronto time) pursuant to the notice to shareholders. Noront's management and Rosseau will jointly put forward a slate of directors consisting of three nominees from the slate proposed in Noront's management information circular (Messrs. Paul A. Parisotto, Maurice H. Stekel and John Douglas Blanchflower) and four nominees from the slate proposed in Rosseau's dissident information circular (Messrs. Joseph Hamilton, Patrick Anderson, Keith McKay and Michael Woollcombe). The remaining nominees of Noront's management and Rosseau have withdrawn their consent and will not permit themselves to be nominated as directors at the Meeting. Immediately following the Meeting, Messrs. Woollcombe, Stekel and Blanchflower have agreed to resign as directors and Messrs. Stekel and Blanchflower will be replaced by the remaining two agreed-upon future directors of Noront, Messrs. Blasutti and Waisberg.