HIGH-GRADE NI-CU-PT-PD-ZN-CR-AU-V-TI DISCOVERIES IN THE "RING OF FIRE"

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)

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We had a Shareholders Rights Plan that the Noront's old B of D thought was important and should take effect immediately back in December 2006.

It was allowed to lapse in 2009 when we were and still are so underpriced and so vulnerable.

Please read on.

On December 22, 2006, Noront’s Board of Directors voted to adopt a shareholder rights plan, to encourage the fair treatment of shareholders in case of a take-over bid for the Company.

The Plan provides the Board and shareholders with more time to fully assess any unsolicited take-over bid without undue pressure, and to pursue, if appropriate, other alternatives to maximize shareholder value and allow additional time for competing bids to emerge.

The plan was not proposed in response to any acquisition or take-over offer and is not intended to prevent one.

The rights become exercisable only when a person or party acquires or announces an intention to acquire 20% or more of the outstanding shares of the Company without complying with the "Permitted Bid" provisions of the plan.

 

Although the plan took effect immediately, Noront decided to hold a special meeting of shareholders within the next six months to submit the plan for confirmation.

The Shareholders Rights Plan was to be subject to reconfirmation every third annual meeting of shareholders until the plan expires in 2016.

 

The Plan was approved by Shareholders on June 19, 2007.

 

The third year of the SRP was 2009. the SRP was then subject to reconfirmation at AGM.

As it was not discussed at the AGM the SRP was then considered no longer in force.

 

Why was this allowed to happen. Why was the SRP not discussed at the AGM. Why would the SRP not be confirmed and extended.

 

Noront’s Board of Directors

to encourage the fair treatment of shareholders in case of a take-over bid for the Company.

The Plan was approved by Shareholders on June 19, 2007.

Then allowed to lapse in 2009 because it was not discussed at the Annual General Meeting.

Noront's share price is undervalued and we are vulnerable to an opportunistic take-over bid.

Noront would be less vulnerable with a Shareholders Rights Plan.

The Shareholders would be much more confidant of their investment knowing that they had a SRP.

More confidant shareholders with a less vulnerable company should lead to a higher share price.

I hope that Noront's Board will also take a pro-active approach and implement a shareholder rights plan,

the benefits of which would extend to all Noront shareholders.

 

Lets not bolt the gate after the horse has escaped.

Sorento

 

Please read below about the new Shareholders Rights Plan for Probe.

It is very much like the SRP that we did have with Noront.

They have given very good reasons why this is so necessary.

It is just as important for Noront shareholders to also have this protection.

 

Probe Adopts a SRP

The Directors of Probe Mines have approved the adoption of

a shareholder right plan dated August 16, 2010.

The purpose of the Plan is to provide both shareholders and the Board sufficient time

to adequately consider a take-over bid and to allow for competing and alternative

proposals to emerge during the period between the announcement of the proposed

take-over bid and the period of review allowed within the Plan.

The Plan is similar to those adopted by other Canadian public companies, and Probe is

currently unaware of any party contemplating or preparing a proposal to acquire

control of the Company.

"The Board is of the view that the unrealized potential of the share price of Probe Mines

might have created an environment where an opportunistic takeover offer could be made

for Probe Mines. Such an offer may not be in the best interests of all shareholders.

Consequently, the Board has taken a pro-active approach and implemented a shareholder rights plan,

the benefits of which extend to our shareholders, should an offer be made for

Probe Mines," said David Palmer, President of Probe Mines

voted to adopt a shareholder rights plan that would take effect immediately back in December 2006
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