Noront Resources

I would appreciate opinions from the board on this reply from the OSC. Most of the reply is what we may have expected, but paragraph 3 seems to hold some promise.

Thanks again to DJO the author of the excellent, "Open Letter"

›Rosseau and Noront Resources - # 20081021-9798

Dear Mr. XXXXXXX:

Thank you for your e-mails to the Ontario Securities Commission (OSC) providing a copy of a letter directed to Mr. Irwin of Rosseau Asset Management (Rosseau) regarding proxy solicitation for the election of the board of directors of Noront Resources Ltd. (Noront). We assume that you sent a copy of the letter to us because you agree with the comments expressed in the letter.

We would like to take this opportunity to clarify for you the role of the OSC with respect to the activities of public companies (reporting issuers) in Ontario and any party that solicits proxies from shareholders of reporting issuers. Our focus in reviewing submissions such as yours is to ensure that the relevant parties comply with the securities legislation in Ontario that applies to them. Subject to certain exemptions, securities legislation in Ontario requires that an information circular and form of proxy be distributed and filed by persons soliciting proxies, and these were filed on SEDAR. We note that a management information circular was filed September 30, 2008 and a dissident information circular was filed on behalf of Rosseau on October 8. As well, management distributed additional information by way of news releases dated October 9 and October 20 and a letter to shareholders dated October 14, 2008.

The letter you forwarded includes a statement that Rosseau has given misleading information to shareholders. If you believe that the dissident information circular or other materials delivered to Noront shareholders contains misleading information, please provide us with references to the specific statements that you believe are misleading and the basis of your belief.

However, it appears that your concerns are primarily about the views and possible future actions of the dissidents who have undertaken proxy solicitation to elect directors other than those nominated by management. While we appreciate that you, and current management, may not agree with the views and comments of the dissidents, it is not the OSC's role to prohibit or prevent dissidents from engaging in proxy solicitation in the interests of a particular group of shareholders. Our role is to ensure that all parties comply with securities law in making disclosure of information to shareholders upon which shareholders can make a decision to exercise their right to vote for the election of directors. In any proxy contest, both sides will make arguments on why their nominees should be elected and it’s up to the shareholders to decide which side to support.

To the extent that your concerns may relate to the rights of shareholders and the conduct of the upcoming meeting of shareholders of Noront, these matters are primarily regulated by corporate law, rather than securities law. If you believe that your rights as a shareholder have not been respected, we suggest that you consult with a lawyer for guidance in determining what, if any, remedies may be available to you. In general, the rights of aggrieved parties that arise under corporate law are enforced through civil action.

The letter also contains an allegation of manipulative trading by Genuity, which appears to be a reference to Genuity Capital Markets, a member of the Investment Industry Regulatory Organization of Canada (IIROC). The OSC has recognized IIROC as a self-regulatory organization. IIROC directly regulates the conduct and business practices of its member dealers and also enforces the Universal Market Integrity Rules (UMIR), which are the trading rules that apply to marketplaces in Canada. We have informed IIROC of your allegations about manipulative trading by Genuity. If you wish to contact IIROC directly, their website is at www.iiroc.ca, or telephone toll free at 1-866-214-7200. Their mailing address is:

Investment Industry Regulatory Organization of Canada
Suite 1600, 121 King Street West
Toronto, ON M5H 3T9

Yours truly,

Ilham Bekkaye
Lead Inquiries Officer
Ontario Securities Commission
inquiries@osc.gov.on.ca
416-593-8314
1-877-785-1555

"XXXXXXXXXXX" <>
10/19/2008 05:28 PMToinquiries@osc.gov.on.ca
cc
SubjectInnaccurate, and false information in a dissident proxy circular, re: Noront Resources

Please take action to help regarding a false, and misleading dissident proxy circular that was issued regarding a vote coming up at Noront Resources AGM, on October 28th, 2008. the details of this situation are set out very clearly in the following letter written by a fellow shareholder.

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Open Letter to Mr. Irwin
Mr. Irwin, you said in your letter to Attention Business Editors "What Noront fails to mention is that from December 30th, 2005 through to Aurelian's successful sale to Kinross Gold Corp, a transaction valued at $1.2 Billion in September 2008, that Aurelians share price appreciated 40 times. Rosseau would gladly accept the opportunity to experience similar returns on its investment in Noront and suspects other Noront shareholders would too."
Mr. Irwin, that must be one of the most stupid statements put to paper that I have ever read. To put forth such drivel; to mislead people is unbelievable. What about the millions upon millions of shares that traded between January 2006 to January 2008 at dollar values far in excess of the sale price to Kinross. How did all of those people receive 40 times multiple? But to continue with your distorted logic, it could easily be said Noront gave their shareholders 70 times multiple over exactly the same period. $0.10 - $7.00. What you Mr. Irwin and Rosseau forgot to mention was that the Directors had options in the pennies in Aurelian, they were the lucky ones, the average shareholder was not. The Aurelian Board of Directors did a deal starting when gold prices were trading above $900 per ounce, not a great deal to sell for $1.2 billion except for the insiders and affiliates, Rosseau being one of. In order to achieve 40 times multiple, you would have had to have stock from 2005 to 2008 and never taken a profit until the bitter end. Neither you, nor most shareholders would have done this.
Mr. Irwin, you also state "we are determined to ensure that the success or failure of Noront going forward is determined by the quality of its properties and that Noront's shareholder are not short changed by an inability to raise funds". Mr. Irwin, the word failure lends me to believe you do not know anything about Noront properties and/or the ability of Richard Nemis to raise capital with these properties. Anybody can raise capital on these properties even in today's markets.
Mr. Irwin, you also state "your nominees are independent" what you don't say is that you have had financial dealings with all currently or in the past, independent, I think not.
Mr. Irwin, you further state that your selected slate "has experience in development, corporate governance, capital markets and accounting. Many of them, unlike the existing Noront directors have been part of successful mining companies". Before you speak, you should do due diligence of whom you speak. Mr. Richard Nemis has been, through his family, involved in mining since the late 1950's. Richard Nemis along with Noble Harbinson started and mined Consolidated Durham Mines in New Brunswick which was antimony until it was mined out. Again, with Mr. Harbinson, they started a junior mining company called Onaping Resources and was the first junior to obtain off shore licenses off the coast of Sable Island. Richard Nemis helped develop Moss Lake; Richard Nemis was part of the antimony discovery in Newfoundland "Roycefield". Richard Nemis started a company called Central Crude with seed capital of $0.63 which found gas and oil wells in the US, sold them off, bought Eagle River, raised money and drilled and founded an ore body. The stock went well in excess of $10.00. This produced gold under the name of River Gold. So, Mr. Irwin, that was just Richard Nemis, if you wish, I could do the same scenario for John Harvey formerly President of Noranda Explorations, Hemlo Gold. Your slate of appointees pales in comparison to the Noront Board and management.
Mr. Irwin, I understand that Rosseau and Pinetree Capital are in cahoots and some of the criticisms of Richard Nemis is by way of Mr. Inwentash. Both of you believe the share price is reflective of his leadership. In that aspect, how can Mr. Inwentash make any accusations? With approximately 30 times multiple on the negative side for his Pinetree Capital stock, where is his expertise or how great is his thinking, when on December 4, 2006 an investigation was announced that Pinetree Capital, CEO was under trading investigation involving manipulation trading and insider trading, there might be something to the adage "when you lie with dogs…" and so on.
Mr. Irwin, you are indicating that you are not a minority shareholder, but in fact one of the largest shareholders. I hate to tell you but 9.2% = 11,943,880 shares. With a total issue of 129,824,783 shares outstanding, you are a minority shareholder. The public is far greater by 90.8%.
Mr. Irwin, the other day you were talking to a Noront shareholder in regards to how many shares you would be voting and you said that you were waiting on a call from France. Well, from this I deduce that someone could be Pierre Lassonde. I have tracked Mr. Lassonde's history and held him in high regard. However, if in fact Mr. Lassonde is aware, then being part of this document and Mr. Lassonde knows the information put out by Rosseau in order to gain votes which is full of misleading and outright false information, then my respect for Mr. Lassonde has been destroyed. But, I suspect the only thing Mr. Lassonde knows is the half truths and falsehoods put out by Rosseau. I would suspect Mr. Lassonde would not know Richard Nemis if he should fall over him. I wonder if in fact he is aware of the people and their reputations he is allying with. If so, then shame on him.
Also, maybe Mr. Lassonde does not know that in the Rosseau proxy form accusing Richard Nemis of wasting money on Windfall Lake, that such statement besides being misleading, is false. In this regard, in December 2006, Noront raised $15 million for the sole purpose of expanding the Windfall project. At that time there was no McFaulds Lake project. Richard Nemis did the only ethical and moral and correct thing, he honoured his word and commitment to the shareholders and financiers. It appears obvious by Rosseau's printed word and the verbal word spoken by Kingsdale that possible Rosseau group would not be so honourable, again, shame on you Mr. Irwin.
You state that Noront has diluted its property interests through option agreements. Firstly this being only your opinion, I would pose this question, how can this be any different than one of your hand picked slate, Mr. Bruce Durham, a supposed friend of Richard Nemis, continue to do exactly the same JV's in the same area. How is this any different?
Mr. Irwin, I also notice you are being supported by Genuity. I suspect the OSC might want to look into the timing of their selling of shares and a negative report by Mr. Gray. A coincidence, I think not. Shades of Pinetree!!
Mr. Irwin, I also notice that Rosseau Limited Partnership needs guidance from a captain with intelligence and foresight. Three loosing years out of the last five is less than stellar performance. Is this the same guiding hand that you will be bringing to Noront? Actually, this quite possibly will be your greatest yearly loss ever. I think your ship needs a steady hand on the tiller and full focus ahead. Prove that you and your crew are worthy before you try to Pirate away Noront.
My suspicion for your current actions is possibly related to the fact that you and Pinetree are upset that you were forced to take down the warrants earlier this year and/or lose them. I would have thought grown men would read the Contract before they signed on the dotted line. If that was the problem, then there seems to be some business acumen missing. Would Richard Nemis have had a problem with his shareholders if he had not lived up to the spirit of the agreement? I am sure he would have been the subject of a shareholder suit.
A very concerned shareholder
Cc OSC (Investigations)
Pinetree Capital (Sheldon Inwentash)
Rosseau Asset Management (W. Irwin)
Sprott Securities
Mr. McEwen
Mr. P. Lassonde
Genuity Capital (Mr. Gray)

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Thank you for your attention to this matter.
Sincerely,
XXXXXX (Canseco