Chromite Deposits From Freewest Resources Canada, Inc.

CLEVELAND (Business Wire) -- Regulatory News:




Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today
announced it has entered into a definitive agreement to acquire the
"Ring of Fire" chromite properties of Montreal-based Freewest Resources
Canada Inc. (TSX-V: FWR).




Under the terms of the agreement, Cliffs will acquire Freewest's
interests in the Ring of Fire properties, comprising three world-class
chromite deposits: 100% of "Black Thor" and "Black Label," and 50% of
"Big Daddy", an adjacent deposit held by a joint venture of Freewest,
KWG Resources and Spider Resources. Freewest's other assets will be spun
off into a "new" Freewest. Following this spin-off transaction, the
"new" Freewest would exist independently and its common stock would
continue to trade on the TSX Venture Exchange. Freewest has provided
additional information on the transaction's structure in a press release
issued today.




On closing, each Freewest shareholder will receive C$0.55 per share, or
C$118 million in aggregate (C$110 million excluding shares Cliffs
already owns in Freewest), of consideration in the form of Cliffs
Natural Resources common stock. The fraction of a Cliffs share to be
issued per Freewest share will be determined based on the volume
weighted average price of Cliffs' shares for the five trading days
ending on the third trading day before the effective date of the
transaction. Based on Cliffs' closing price on November 20, 2009, this
consideration would result in an exchange ratio of 0.0119 and the
issuance of a total of 2.4 million Cliffs shares. In addition, each
Freewest shareholder will receive 1 share of "new" Freewest for each
share of Freewest held on the record date. Shares of "new" Freewest have
an estimated value of C$0.15 per share. Freewest's Board unanimously
supports the transaction and recommends all shareholders accept Cliffs'
offer. This recommendation is also supported by a Fairness Opinion from
Freewest's financial advisor. The transaction is expected to close in
the first quarter of 2010. Closing of the transaction is subject to
approval by Freewest shareholders, court approval of the transaction,
and a number of other customary conditions.




Cliffs currently owns 6.9% of Freewest's basic shares outstanding, and
in addition owns warrants to purchase additional shares of Freewest,
which, if exercised, would further increase Cliffs ownership to 9.75%.
Subject to approval of the TSX Venture Exchange, Cliffs intends to
infuse C$4.1 million of cash into Freewest via a private placement for
working capital purposes which, when combined with the potential
exercise of its warrants, would increase its ownership to 12.7%. Cliffs
will retain its pro rata share of ownership in "new" Freewest.




BMO Capital Markets is acting as financial advisor and Blake, Cassels &
Graydon LLP is acting as legal advisor to Cliffs, in connection with the
transaction.




Strategic Rationale




The acquisition will allow Cliffs Natural Resources to apply its
expertise in open-pit mining and mineral processing to a chromite ore
resource base which would form the foundation of North America's only
ferrochrome production operation. The planned mine is expected to
produce 1 million to 2 million tonnes of high-grade chromite ore
annually, which will be further processed into 400,000-800,000 tonnes of
ferrochrome. Cliffs believes the Black Thor, Black Label and Big Daddy
deposits are the highest quality deposits in Canada's "Ring of Fire"
district, and would provide a significantly long mine life and expansion
potential.




Cliffs' Chairman, President and CEO Joseph A. Carrabba commented: "This
long-term project is consistent with Cliffs' stated strategy to broaden
its mineral diversification and opens the door to a new universe of
customers. In addition to furnishing the raw-material needs of carbon
steel producers, we will become a supplier to producers of stainless
steel.




"Ferrochrome is imported by the world's fastest growing steel markets
and many countries have categorized it as a strategic resource. We
believe this discovery represents one of the premier chromite deposits
in the world. Given the operation's unique location, our objective will
be to supply ferrochrome to stainless steel producers around the world."




Expected Mining and Processing of the Reserve




Cliffs acquired a significant position in Freewest Resources in a
private placement in June 2009 and has closely followed the technical
development of these assets. A formal study of the chromium deposits
will commence in early 2010, and is expected to be completed in the
first half of the year. The study will meet industry standards and be
comparable to an NI 43-101 Technical Report or a Joint Ore Resource
Committee (JORC) assessment of the mineral resource. Diamond-drill core
samples within these deposits have consistently intersected significant
chromite zones with world-class thickness, grade and chromium to iron
(Cr:Fe) ratios to supply a low-cost, open-pit mining operation.




Cliffs expects commercial plans to bring the deposit to market would
include construction of the open-pit mine and mine-site processing
facility, as well as a remote electric arc furnace (EAF) to further
process the ore into high-grade ferrochrome. The EAF facility is
anticipated to be located on the north shore of Lake Superior. Should
the project go forward as planned, the permitting process is anticipated
to require approximately three years, with production commencing around
2015.




Overview of the Chromite Market




Chromite is an essential raw material for the production of chromium.
Cliffs estimates that more than 90% of chromite ore is converted to
ferrochrome, a critical ingredient in the production of stainless steel,
as well as other steels and nonferrous alloys. End markets for stainless
steel, alloy steel and other products that use ferrochrome include
transportation, electrical, engineering, building & construction and
metal goods.




In addition, chromite is a key industrial mineral in the steel industry
for the manufacture of refractory bricks, furnace linings and foundry
sand. Chromite is also used in the production of chromium chemicals. In
many applications, it is considered irreplaceable, as substitution would
result in increased costs and decreased performance.




Currently, most resources and production are in the Eastern Hemisphere,
requiring all stainless steel producers in North America and most of
Europe and Asia to import ferrochrome. Market reports estimate that four
countries—South Africa, Kazakhstan, Finland and Turkey—control nearly
80% of the world's 24 million tonnes of chromite ore production. Cliffs
indicated that, because of its proximity to North American and European
stainless steel production, a merchant ferrochrome operation in Ontario
would have a distinct competitive freight advantage over producers in
other parts of the world.




Conference Call With Securities Analysts and Investors




Cliffs will host a conference call to discuss its proposed acquisition
of Freewest Resources today, Nov. 23, 2009, at 1 p.m. ET. A slide deck
will be used to supplement the discussion. The call will be broadcast
live on Cliffs' website:
largest and fastest growing steel markets.




News releases and other information on the Company are available on the
Internet at:http://www.cliffsnaturalresources.com
orwww.cliffsnaturalresources.com/Investors/Pages/default.aspx?b=1041&1=1




About Freewest Resources Canada Inc.




Freewest Resources Canada Inc. ("Freewest") is a Canadian-based mineral
exploration company focused on acquiring, exploring and developing
high-quality chromite, gold and base-metal properties in Eastern Canada.
Exploration is focused on these commodities within classical geological
settings characterized by established and/or perceived high-potential
mineral endowment. To enhance value to our shareholders, our strategy is
to advance exploration projects to the pre-feasibility stage or to
commercial production with partners.




"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995




This news release contains predictive statements that are intended to be
made as "forward-looking" within the safe harbor protections of the
Private Securities Litigation Reform Act of 1995. Although we believe
that our forward-looking statements are based on reasonable assumptions,
such statements are subject to risk and uncertainties.




Actual results may differ materially from such statements for a variety
of reasons, including the inability to close the proposed transaction as
a result of competing acquisition proposals, the inability to obtain
necessary court approvals for the acquisition and the failure to receive
the necessary affirmative vote of the Freewest shareholders. In
addition, other factors that could impact actual results include the
following: demand for ferrochrome by global integrated steel producers;
the impact of consolidation and rationalization in the steel industry;
availability of capital equipment and component parts; availability of
rail and float capacity; availability and cost of capital; our ability
to maintain adequate liquidity and our ability to access capital
markets; events or circumstances that could impair or adversely impact
the viability of and carrying value of the Freewest assets; inability to
achieve expected production levels; reductions in current resource
estimates; impacts of increasing governmental regulation including
failure to receive or maintain required environmental permits; problems
with productivity, third-party contractors, labor disputes, disputes
with indigenous tribes in the area, weather conditions, fluctuations in
ore grade and changes in other cost factors including energy costs and
transportation.




Reference is also made to the detailed explanation of the many factors
and risks that may cause such predictive statements to turn out
differently, set forth in our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and previous news releases filed with the
Securities and Exchange Commission, which are publicly available on
Cliffs Natural Resources' website. The information contained in this
document speaks as of the date of this news release and may be
superseded by subsequent events.