Noront Resources

High-grade Ni-Cu-Pt-Pd-Au-Ag-Rh-Cr-V discoveries in the "Ring of Fire" NI 43-101 Update (March 2011): 11.0 Mt @ 1.78% Ni, 0.98% Cu, 0.99 gpt Pt and 3.41 gpt Pd and 0.20 gpt Au (M&I) / 9.0 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inf.)

My upfront appologies for what you will read below, not because of content, rather the length of post, needed to be done as it lays out the basic reason as to the ongoing concerns from both sides of the coin when discussing the BOD which has proved to be a huge time consumer here on the board. Some need to see it laid out. Keep in mind this is my take on things and is my opinion only which may or may not fall in line with a particular train of thought. Before i get to it some thoughts on Nickel, chromium, etc..

Recent drilling by NOT literally on the border line with the northern boundries of FWR's claims has yeilded some respectable intercepts over decent distances, hopefully this mineralization is tied to AT12 stratigraphically speaking as this would confirm an 800m strike length , ongoing drilling at AT12 has more than likely produced much more nickel as the drill has been there for quite some time now punching holes in and around the area of AT12, my guess would be between 15 and 20 holes assuming of course a drill rate of 1 hole every 2-3 days.

- Hole NOT-08-2G11 drilled on the AT12 anomaly encounters widespread
nickel/copper PGE mineralization over 122.9 meters grading 0.56%
Nickel, 0.29% Copper, 1.06 grammes/tonne TPM, including 5.5 metres
averaging 2.38% Nickel, 3.05% Copper, 0.92 g/t Platinum, 2.62 g/t
Palladium and 0.22 g/t Gold.

.56% Nickel over 122.9m is above the average cutoff of .50% used at most of the worlds largest nickel deposits.

The drills at the Blackbirds have for some time now been very busy punching numerous holes in and around the BB's tracking and expanding on the chromite zones back on strike NNE and to the SSW , it will be very interesting to see these holes on paper in the form of an all encompassing news release prior to PDAC hopefully tying in with the announcement of a new CEO selection. As two drills have been at it since return from xmas break I would venture to say that there should be around 20-25 holes due to deep depths.

Early drilling at Blackbird Two identified three parallel bands of massive chromitite that appear to be of similar size and visual nature to the Blackbird One discovery. Additional discoveries by the Spider/Freewest/KWG joint venture of 48 metres of massive chromite located only a few kilometres northeast of Blackbird Two, along with Freewest's recent discovery of 100 metres of chromite that included 60 meters of massive chromite, continue to lead the Company to believe that there is a potential for an extensive massive chromite belt in the current area of drilling. These four chromite occurrences discovered in the McFaulds Lake area to date are situated along a strike length of 10 kilometers within the Ring of Fire (ROF) as previously reported by Noront, Freewest and the Spider/KWG/Freewest JV in their recent press releases. This concentration of occurrences lends support to the comparison with the Kemi Mine in Finland, where multiple chromite lenses occur in a similar geological setting along a 15 kilometre belt as presented in Noront's recently filed NI-43-101 report on the project area. (to see the report, please refer to Noront website www.norontresources.com)

Noront and other ROF Companies who continue to drill in the area have encountered and are now delineating a potential new Chromite belt that is still open at both ends along strike, where the ROF continues on ground wholly owned by Noront. The Company is committed to further identifying the chromite footprint of Blackbird Two and testing its other holdings along the ROF for chromite and related copper-nickel massive sulphide mineralization.

The key words in the last paragraph above are “new Chromite belt that is still open at both ends along strike , where the ROF continues on ground wholly owned by Noront.” These are very telling words as they set direction going forward, regardless of all other claims holding chromite tonnage , quite evidently it simply runs back out and onto 100% NOT lands running both NNE and SSW, potentially over time the ongoing drilling will yield results which will expand over and above all current chromite drill results recorded to date by all holders of the chrome. It is this scenario which I believe majors are really looking at.

Now onto Windfall, I know some want this put to rest but this needs to be said, some keep saying that it was the old board which put Windfall on care and maintenance, optically yes, reality no, my reasoning for the no is this. Remember, what follows is a timeline of occurances complete with my take at the time. Again, just my honest opinion. Onward..please read thouroughly.

On October 9th. Noront Shareholders receive notice by Press Release of Unwanted Proxy Contest launched by Hedge Fund Manager.

An excerpt from that release.

As the assets of Noront continue to grow, Noront's Board of Directors and management continue to assess and expand upon the skills and experience required to advance Noront's assets and interests against the backdrop of difficult current market conditions for all resource companies. In the past year, Noront has added both to its Board of Directors and its management team in order to meet the challenges ahead. Mr. Parisotto (Barrick)was appointed to the Board, and Professor Jim Mungell, noted authority on chrome, joined the management team, along with Kevin Feeney as Chief Financial Officer and Carmen Diges as Vice-President, Legal and Business Affairs.

read into the above what you will but the gold majors contact’s already sitting there. Now, onto other reasons for the no…..It was then on October 15th that the old BOD put out a call to arms asking for all NOT shareholders to to vote support for the current board based on the following:

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU:

- VOTE FOR NORONT MANAGEMENT'S NOMINEES TO THE BOARD OF DIRECTORS
USING THE ENCLOSED WHITE PROXY

- REJECT ROSSEAU'S NOMINEES. DO NOT USE THE YELLOW DISSIDENT PROXY

Your board of directors, a special committee of independent directors, and management have all considered the dissident's proposal and have concluded that it is not in the best interests of Noront shareholders. The current difficult economic times will place even greater demands on Noront's experienced and knowledgeable board and management. The dissident's nominees have not shown they are up to the task. The current board and management of Noront have a proven track record with your Company, delivering tangible results on which you can rely, as evidenced by:

- four significant discoveries made in the past 12 months: the Eagle One and Eagle Two copper-nickel-PGM deposits; and two significant chrome deposits, Blackbird One and Blackbird Two;

- control of the largest land position in the "Ring of Fire" area, including a large number of identified and drill-ready copper-nickel-PGM and chromite targets;

- $29.3 million in cash in the treasury as at October 10, 2008;

- additional accounts receivable of $3.3 million from the Quebec government's rebate program in respect of the Windfall Lake project;

- in-the-money warrants totaling $3.3 million due in December, 2008;

We believe that Rosseau's action is unwarranted and unnecessary:

- Rosseau is taking advantage of extraordinary market conditions to attempt to acquire control of Noront without offering any compensation to shareholders;

- Rosseau, a hedge fund with a small minority position, is seeking to take 100% control of Noront's board of directors and effectively Noront itself, without making any offer to the other shareholders;

- Rosseau's hand-picked nominees for the replacement board have prior relationships with Rosseau - but no financial interest in Noront;

- Rosseau's nominees (other than Rosseau's principal) have little or no knowledge of Noront and a dubious record at other companies;

- Rosseau summarily rejected a compromise proposal from Noront that should have met its needs and avoided the unnecessary costs and disruptive effect of this proxy contest;

- Noront's existing strategy is on track to deliver value for all shareholders and not just select shareholders;

- Noront continues to strengthen the capability and independence of its board and management;

By this time the NOT office is like pressure cooker with a goldie lid on it working on the inside sitting and waiting.

Now the rest of the release….

Rosseau Wants Control of Noront - But Does Not Want to Pay for It

Like most public companies in the junior mining market, Noront's shares have fallen dramatically under current conditions. Rosseau is opportunistically seizing this moment to attempt to take control of the Company. It intends to fill the board with its own nominees and turn a 9.2% interest in Noront into effective control. It proposes to gain control without making an offer to all shareholders or payment of a control premium. Under the Rosseau "plan", the dissident gets the board and the shareholders get nothing.

Rosseau Rejected a Fair Solution for All Shareholders

The dissident's motives were made clear by its almost immediate rejection of Noront's compromise proposal made to Rosseau on October 6th, which addressed Rosseau's stated concerns.

This compromise proposed a board of directors of Noront composed of two nominees from Rosseau and two nominees from Noront, with the remaining three nominees being independent and mutually agreed between Noront and Rosseau. This would have achieved a balance between the need for continued evolution in the governance of Noront, as the Company has itself acknowledged and pursued for some time, and preserving the continuity of institutional knowledge and expertise, which is responsible for the many successes that Noront has enjoyed over the past year. Rosseau summarily rejected this fair solution.

The Dissident's Nominees Do Not Represent the Best Interests of ALL NORONT SHAREHOLDERS

As evidenced by the proposed compromise it made to Rosseau, your board of directors remains open to modifying its composition to reflect Noront's changing needs. Rosseau does not share this commitment. Rosseau's proposed slate includes Rosseau's principal and his legal advisor in addition to four individuals who are currently, or were, management or directors of companies in which Rosseau has or had investments. The proposed slate does not represent all shareholders' interests and is seen to be self serving of the hedge fund's motives. We do not believe that the proposed slate will enhance shareholder value and based on past record may in fact destroy it.

The Dissident Nominees' Track Record is Questionable

There is little evidence that Rosseau's proposed slate of directors would add value to Noront. None of them (other than Rosseau's principal) has any prior interest or ownership in Noront, raising concerns about their lack of knowledge of the Company and its operations. Consider the results for companies in which Rosseau's nominees are directors:

Share price decline, year-to-date (October 9, 2008)
                  ---------------------------------------------------
                  
                  -----------------------------------------------------------------------
                  Performance of the Dissident's nominees
                  
                  -----------------------------------------------------------------------
                  African Copper PLC (Joseph Hamilton)(1)(2)                         -93%
                  -----------------------------------------------------------------------
                  Temex Resources Corp. (Bruce Durham)(2)                            -79%
                  -----------------------------------------------------------------------
                  Independent Nickel Corp. (Thomas Obradovich)(2)                    -76%
                  -----------------------------------------------------------------------
                  Aurelian Resources Inc. (Joseph Hamilton, Patrick Anderson
                   & Keith McKay)(3)                                                 -32%
                  -----------------------------------------------------------------------
                  
                  -----------------------------------------------------------------------
                  
                  -----------------------------------------------------------------------
                  Noront Resources Ltd                                               -71%
                  -----------------------------------------------------------------------
                  TSX Venture Exchange                                               -63%
                  -----------------------------------------------------------------------
                  
                  (1) Joseph Hamilton was Chief Executive Officer and a director of African
                      Copper PLC until June, 2008.
                  
                  (2) Temex Resources Corp., Independent Nickel Corp., and African Copper
                      are companies chaired by members of the proposed slate. Each of
                      these companies has underperformed Noront since the beginning of 2008.
                  
                  (3) Aurelian Resources Inc. was acquired by Kinross Gold in September of
                      2008, at a significant discount to Aurelian's trading highs, even in
                      the context of a rising gold market and a takeover premium.


(Note: Share price performance charts are included in the letter. To see these, visit http://media3.marketwire.com/docs/Co... .)

Hedge funds typically have no operational experience; they trade stocks both long and short and seek to maximize cash flow to their unit holders. This poses a potential major risk to shareholders.

Noront's Strategic Plan Is On Track; the Dissident Has No New Plan

As stated in its management information circular, Noront's board and management understand the need for Noront to grow and evolve. We also acknowledge the importance of that growth being sustainable, measured and disciplined. It is too easy in these difficult markets to presume that wholesale change is an answer. Rosseau's "plan" for Noront as articulated in its dissident proxy circular consists entirely of objectives and initiatives that current Noront management already has underway.

Unlike Noront, Rosseau provides no concrete action plan to underpin its proposed initiatives.

Maximization of Shareholder Value

In November, 2007, Noront retained financial advisors J.P. Morgan Securities and IBK Capital Corp. to assist Noront in examining and advancing its strategic priorities, including the realization of value for non-strategic assets, development options for its key assets, and continued dominance in the "Ring of Fire".

The Right Senior Management Team

Your board of directors has always recognized the need for management of your Company to evolve as Noront transitioned from a junior exploration company. Since the discovery of Eagle One, one short year ago, we have made significant additions to the Noront management team both on the geological and the corporate side. This strengthening also recognizes the need for succession planning and demonstrates your board's commitment to building for the Company's future:

- Dr. Jim Mungall, a leading authority on chromium and copper-nickel-PGM deposits, leads the design and implementation of Noront's exploration efforts in the "Ring of Fire". In addition, Jim Atkinson has been added to the geological management team in recognition of the need for more specialized knowledge and insight into Noront's exciting chrome discoveries and for additional field management bench-strength;

- Kevin Feeney and Carmen Diges have been added to the corporate management team in direct response to the need for sophisticated financial and legal experience.

Reducing Cash Burn While Maintaining Development Opportunities at McFaulds Lake

Your board and management reiterate their commitment to balancing exploration and development programs and budgets with the prudent management of Noront's treasury. The dissident shareholder wants Noront to reduce its burn rate. Management continues to consistently implement procedures to minimize necessary exploration costs. Furthermore, the dissident criticizes the Company's options agreements with other companies in the Ring of Fire area. These option agreements make money available to Noront to explore property and test drill targets that the Company might not be able to attend to in the near future given the limits of its resources. Rosseau cannot have it both ways.

- In order to maintain Noront's control over more than 300,000 acres in the McFaulds Lake area, Noront must annually file minimum amounts of assessment work in respect of each claim to keep each claim current. This maintenance cost is significant. Estimated annual costs for assessment work on Noront's claims at McFaulds Lake are $2.8 million.

- With the largest land position in the "Ring of Fire" and limited resources, prioritizing targets is essential in order to support shareholder value. Noront therefore retained sole ownership of its highest priority targets.

- Noront signed various option agreements with other junior miners to accelerate exploration. Noront has never relinquished operating control within these option agreements in order to ensure it maintains exploration and drilling control. These are all earn-in agreements in which Noront will maintain a 50% interest or more upon successful earn-in.

- This method of prioritizing targets has been extremely effective: Three discrete nickel, copper and PGM occurrences and two chromite discoveries have been made to date on Noront's 100% controlled land while a number of high priority targets still require exploration.

- Notwithstanding Noront's own success, any new joint venture programs have been placed on hold until assessment work has been filed and evaluated for this year so that Noront can evaluate its exploration requirements for the coming years.

- Budgeting for 2009 is under way to ensure that development priorities are maintained, in light of revised market circumstances, along appropriate cost-benefit parameters to maximize the benefit of Noront's exploration efforts.

- Noront continues to assess direct-ship options for its nickel-copper, PGM and chrome discoveries as a means to provide potential future cash flows to your Company.

- Noront has commissioned an independent study to assess the economic viability of its nickel-copper-PGM and chrome discoveries.

Rosseau's assertion that Noront has "diluted" its claim positions is misleading. Had Noront decided to retain its entire land position, it would have required significant additional cash in order to adequately explore and keep these claims in good standing. Estimated annual costs for assessment work on Noront's claims at McFaulds Lake are $2.8 million. Noront would have needed to issue new common shares in order to fund these expanded activities. The result would have been additional dilution for all shareholders.

Focusing on High Value Exploration Targets

Your Company has rightly focused on its key targets over the past year. We challenge anyone to better Noront's report card of four significant discoveries within a twelve-month period.

- Noront recently announced the results of a National Instrument 43-101 independent technical report which disclosed a resource on the Eagle One deposit grading 1.834 million tonnes, averaging 1.96% nickel, 1.18% copper, 1.12 g/t platinum, 3.91 g/t palladium, 0.15 g/t gold and 3.81 g/t silver in indicated resources, and a further 1.087 million tonnes in inferred resources averaging 2.39% nickel, 1.27% copper, 1.37 g/t platinum, 4.5 g/t palladium, 0.13 g/t gold and 4.21 g/t silver.

- As the Eagle One project has a published copper-nickel-PGM resource rich enough to consider direct-shipping options, we have begun a preliminary economic evaluation of this deposit.

- We are actively reviewing the development potential of the Eagle Two deposit, also discovered in the past year.

- Noront has made two significant chrome discoveries during the past year, Blackbird One and Blackbird Two, which unlock the potential for Noront to become a strategic supply source for chrome as part of a geopolitical diversification strategy for the chrome sector's existing players.

Windfall Lake Gold Project

Rosseau complains that "Noront is distracted by Windfall Lake and other projects". It ignores the fact that Noront raised $15 million in December, 2006 based on exceptional drill results from the Windfall Lake gold project in Quebec. The use of the proceeds from this private placement was clearly outlined in Noront's press release of December 7, 2006. The Company received a portion of these proceeds back from the Quebec government through its rebate program. They were earmarked for the construction of a decline (ramp) to access drill-encountered high grade gold deposits and test continuity. The discovery of Eagle One was incidental to the Windfall Lake program at the time.

The importance of Windfall Lake has diminished as encouraging results continue to emerge from Noront's aggressive exploration at McFaulds Lake. Noront continues to carefully consider alternatives, including disposition of Windfall Lake and its other non-core assets, to ensure that full value is realized and continue to focus on its core assets. Noront has commissioned a National Instrument 43-101 report and an independent valuation report to assist it in evaluating its alternatives regarding this project. (what ever happened here)hmmmm. Correct me if I'am mistaken here but Prior to this Proxy, Windfall was full steam ahead..

Noront - Credible Junior in Transition

Rosseau's "plan" includes "establishing Noront as a credible junior mining company". We believe that Noront has achieved this already. And so do many of you. Noront was named the top-ranked mining company in the 2008 TSX Venture 50, a ranking of Canada's top emerging public companies listed on TSX Venture Exchange.

The main measures of a junior mining company's credibility include drill results and the ability to obtain sufficient financing from prominent mining investors. By these measures, Noront has surpassed all expectations. Noront has clearly shown quality drill results since its discovery; with 43,500 meters of drilling to date, Noront has made five mineral discoveries in the short space of 15 months. Noront raised a total of $38 million in February, 2008, from highly regarded investors in the Canadian mining community. Few junior mining companies have achieved these goals.

We are more ambitious than the dissident. Unlike Rosseau, we believe that Noront needs to aspire to be more than a credible junior mining company. That is why we have been working on development and strategic initiatives with our team and external advisors to help ensure that Noront has the funds and expertise it needs to go to the next level.

Corporate Governance

During the past year, significant enhancements have been made to the Company's governance and policies. Highlights of Noront's corporate governance measures currently in place include:

- Development of an independent and stringent quality assurance/quality control program for its sampling and reporting.

- Improved policies regarding the safeguarding of technical results from the field, including all stages of processing, until receipt and public dissemination.

- Fully independent audit and corporate governance committees and compensation committee.

- Disclosure policy and audit committee charter and ongoing corporate governance audit.

Enhanced Accountability of Senior Management and the Board to Shareholders

The additions to the strength of the corporate team have resulted in decision-making by a more broadly based management group and increased accountability of management to your board of directors. As repeatedly stated, we have sought to increase the independence and composition of the board. We were pleased to be able to announce the addition of Paul Parisotto as an independent member of the board of directors. ( the goldie contact is now intrenched )

Your CEO and Noront's founder, Richard Nemis, has also volunteered to relinquish his role as CEO as soon as an appropriate, qualified new leader could be found. His goal was to facilitate a seamless transition. The filing of the dissident's proxy circular has forced an accelerated recruitment process, which is not necessarily in the best interests of shareholders.

Further, your management has historically attempted to draw on the expertise and contacts of the Company's significant shareholders to strengthen its team. A number of months ago, Noront's CEO wrote to several of these larger shareholders, including Rosseau, requesting suggestions for further additions to the board or management of Noront. No suggestions were made by any of these shareholders, including Rosseau.

Reject Rosseau's attempt to seize your Company. Vote FOR the re-election of Noront's board of directors.

The proxy to vote is WHITE.

Noront recommends that all shareholders vote only your WHITE management proxy in favour of Noront's directors, as listed in Noront's management information circular. Discard any dissident proxy that you might receive. Regardless of how many shares you own, it is important that you vote. Proxies must be returned no later than October 24, 2008 at 10:30 a.m. (Toronto time) for your vote to be counted at the meeting.

Due to the limited time available, shareholders should vote using one of the quicker options available as noted on the management form of WHITE proxy, preferably by telephone, internet or fax, where applicable.

For more information or assistance with voting your proxy call Noront's proxy solicitor, Georgeson, toll free at 1-866-682-6157.

For your convenience, a duplicate form of proxy has been attached. A later dated proxy automatically revokes any and all prior proxies given in connection with the upcoming shareholders' meeting.

Thank you for your continued support.
                  
                  Sincerely,
                  
                  (signed)                                (signed)
                  
                  Paul Parisotto                          Richard Nemis
                  Chairman of the Special Committee       President and CEO

OCT 15th. 2008, Up until now the pressure been mounting both from outside and from within, phones ringing of the hook 24/7 and by now the forums Phone brigade is on full alert and the phone lines are burning like never before for a shareholder vote, why, because it needed to be done.

Richard and the board at this time are beginning to feel uneasy knowing the numbers and knowing just how close it may be, I believe and this is just my opinion as I have discussed this situational scenario with many and they do concur it as being both very plausible and quite likely a reality that it was as this time in the fray of things that a certain inside goldie began to suggest that if maybe NOT was to put Windfall on hold the Proxy boys would back off as this was the main sticking point to the Proxy Contest. Still no announcement of Care and Maintence.

Now to top it off, there’s this very convenient “Risk Metrics” report that comes out shortly after that is literally riddled with some very conveniently timed inaccuracies which at this time of the 20th of October served to stave off the efforts of Forum retail shareholder actions which were ongoing and fully understood by the Proxy dissidents to be a clear and present danger to their underhanded plans.

Here’s the release by NOT pertaining to the Risk Metrics report……

"Unfortunately, the RiskMetrics recommendation demonstrates a fundamental lack of understanding of Noront, its properties and its management," said Paul Parisotto, chairman of the Special Committee of independent directors which, together with the full board, recommended that shareholders vote to prevent Noront falling under the dissident's control. "The RiskMetrics report contains inaccuracies and inconsistencies, which underpins its illogical findings. We believe that shareholders who know the Company will recognize the weaknesses in a report prepared for large institutional shareholders with limited knowledge about Noront."

For example;

- RiskMetrics overlooks that, other than the principal of Rosseau, not one of the dissident nominees owns a single share of Noront and therefore they have no common interest with the great majority of Noront shareholders.

- RiskMetrics notes that the compromise solution proposed by Noront, which would have seen Rosseau nominate two directors and have the right to approve three more independent directors of a seven-member board was "disproportionately generous compared to Rosseau's less than 10% stake." Yet it recommends giving Rosseau 100% control over the Board.

- RiskMetrics claims that CEO Richard Nemis has been "unwilling" to step down, and downplays Noront's public statements that he is not only willing, but fully intends, to step down to facilitate exactly the kind of "transition of the company" that RiskMetrics says is needed.

- RiskMetrics is also wrong to claim that Noront has made changes to the Board or Management since the proxy contest was launched in response to the dissident's actions.

- RiskMetrics ignores the fact that three of the companies where the dissident nominees served as either directors or management underperformed both Noront and the TSX Venture Exchange in 2008. The exception was Aurelian Resources which was sold at a discount to its high trading prices.

- RiskMetrics notes that Noront has made "significant discoveries in the past year" but then, illogically, recommends the complete and immediate replacement of the Board and management that made those discoveries.

- RiskMetrics takes the same contradictory position as the dissident that Noront must simultaneously focus on its core assets while not entering into option agreements that allow it do that. It also notes that it would difficult to receive fair value for the disposition of any assets in the current environment, yet seems to support such sales.

- RiskMetrics overlooks the fact that the dissident "plan" is identical to the direction the company is taking under its current Board.

"Noront shareholders are not well-served by the flawed RiskMetrics report and they are advised to ignore it," said Mr. Parisotto. "The facts support the conclusion that Rosseau is opportunistically taking advantage of market conditions to attempt to seize control of Noront for its own benefit. It is not in the shareholders' interest to support this dissident action. The Board and Special Committee continue to strongly and unanimously recommend that Noront shareholders vote only the WHITE proxy in favour of the Company director nominees."

While NOTs rebuttal to the report completely counters the Flawed report, of which most shareholders pounced on immediately as being full of complete and utter untruths , things continued back at Phone call central here on Agoracom, daily and hourly reports of successful intervention with repect to the proxy forms and the actions of the callers on the dissident side of things made for very exciting times indeed. The true and just sense of accomplishment was felt by all who reached out to touch others as well as by those that were on the receiving end of a Forum member phone call.

By now Richards got a good idea of Retail shareholder totals and the combined totals of Management together, what he was unsure of was just where the votes would fall as far as all the institutional holders were concerned.

The pressures really on now as its Oct 20th, and damage control for the flawed reports gone out, at Agoracom we continue to call shareholders and continue to update the numbers and tell of successful efforts to awakening the sleeping shares hidden in the drawers of investors world wide. Time’s ticking for Richard and the Gold birdies chirping away at his psyche night and day. desention in the ranks, a little fear in the air both in the office and here on this forum, I’am sure it was a very emotional and trying time at the office for Richard and his staff, meanwhile as the clock ticked down, the Mining World watched .

Richard had to finally relent and agree to putting Windfall on Care and Maintenance .

The next day Oct 21st. the release came out and laid it out that it had indeed been put away for the winter, with assays and samples pending. The goldie got it, clear and simple, done, on the back burner away from prying eyes and a vote for the boys coming in the back door just a few days away, job done.

October 27th. The eve of the Annual Special Meeting we are advised by news release that a deal has been reached to the benefit of all….

NEWS - Noront and Rosseau Resolve Proxy Contest and Agree on Composition of Noront Board

posted on Oct 27, 08 04:01AM

TORONTO, Oct. 27 /CNW/ - 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 manner 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.

    
                      A brief description of the experience of the new proposed Board is set out
                  below:
                  
                      -  Darren J. Blasutti - is Senior Vice President, Corporate Development
                         for Barrick Gold Corporation. He has played a key role in the
                         implementation of strategic development opportunities and multiple
                         acquisitions. Mr. Blasutti was previously at PricewaterhouseCoopers
                         where he planned, supervised and managed audits for a variety of
                         clients. He is a member of the Canadian Institute of Chartered
                         Accountants.
                  
                      -  Joseph A. Hamilton - is a Professional Geologist with over 14 years
                         of mineral exploration experience in addition to over seven years as
                         a mining analyst in the investment industry and three years experience
                         in mining development. Mr. Hamilton is currently the President of
                         Pickax International Corporation, a private company providing services
                         to the mining industry. He was previously the Chief Executive Officer
                         of African Copper plc.
                  
                      -  Keith McKay - is a Chartered Accountant with 25 years of financial
                         experience in all aspects of the mining industry, including
                         construction and operations, financing and mergers and acquisitions
                         transactions. Most recently, Mr. McKay was appointed Chief Financial
                         Officer of Aurelian Resources Ltd. in 2007. Previously, he was Senior
                         Vice President of a worldwide publicly-listed engineering and project
                         management services firm and prior to that he was Controller at Rio
                         Algom Ltd.
                  
                      -  Lorie Waisberg, Q.C. - is currently a director of Chemtrade Logistics,
                         Keystone North America, Metalex Ventures, Primary Energy Recycling
                         Corporation and Tembec. Prior to retirement, he served as Executive
                         Vice President of Co-Steel Inc. Mr. Waisberg has served on the board
                         of approximately 15 Canadian public companies over the last ten years.
                         For 30 years he practiced with and was a senior business law partner
                         at Goodmans LLP.
                  
                      -  Patrick F.N. Anderson - is the President and Chief Executive Officer
                         of Aurelian Resources Ltd. which he co-founded in 2001. He is a
                         geologist with over 13 years experience in all aspects of the
                         exploration business. Mr. Anderson has worked as a consulting
                         geologist on gold, base metals and diamond projects in North America,
                         South America and Europe for junior explorers, major producers and
                         consulting firms to the mining industry.
                  
                      -  Paul A. Parisotto - is the President and Chief Executive Officer of
                         Blacksands Petroleum, Inc. Previously he was President and Chief
                         Executive Officer of Arizona Star Resource Corp., which was acquired
                         by Barrick Gold in 2007. Prior to these responsibilities,
                         Mr. Parisotto served as Vice President at two investment dealers.
                         Mr. Parisotto was also previously Manager, Original Listings at the
                         Toronto Stock Exchange during which time he was involved in the
                         listing of over 250 companies. He was also a director of Nevada
                         Pacific Gold Ltd until its acquisition by US Gold Inc.
                      
                  

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.

October 28th. The Meeting,

A exercise in futility and humility, the new BOD, in particular Mr. P and chronies right out of the box set the tone for investor relations going forward, to say otherwise is to delude oneself of reality. Remember the posts from the members lucky enough be able to get a seat and not loose it at the Meeting, how they laid it out about the mannerisms . lack of clear direction, lack of respect for the shareholder period, how much shock and awe there was and the feelings of sheer betrayal at the thought that we’d all been steamrolled and there was’nt a thing we could do about it..

Remember the original news release on the 9th. of October??? well its easy to see just how difficult the fight would be with Rosseau by its rejection of a compromise proposal by Noronts BOD.

“Rosseau Rejected a Fair Solution for All Shareholders

The dissident's motives were made clear by its almost immediate rejection of Noront's compromise proposal made to Rosseau on October 6th, which addressed Rosseau's stated concerns.”

And that’s it folks,,, there you have it, the tell, the tell which told all way back then, just what these guys are all about, that’s the business/corporate acumen by which they subscribe too.

A few days later on November the 11th, they floored us , the “New BOD” in its infinite, wisdom announced that they had given themselves ridiculously huge options packages.

It is my opinion that this is another Tell of the MO of this BOD, wake up people and see through the FOG. But hey, as some say “It’s just business right, that’s the way it is, simple get over it, what can we do , what can we do, you need to sell and move on” jeepers, comments like that you may as well just lay down and let the truck runover you

Funny how all these guys come crawling out of the woodwork spewing forth nastyness around the board telling all to back off the new BOD as soon as there’s talk of a possible shareholder action eh? Got em stirred up now.. lol.

Funny indeed, interesting posting indeed from them, it should’nt surprise us all should it, like Don says, back a while there’s no way they’d be allowed to disrupt the board with the type of currency remunerated personal vendetta attacks on certain posters. Generally speaking the board has been quite successfull at researching them and then taking action. Of course with Agoracoms help.

On a more serious note folks, my previous post about a call to arms got a lot of thumbs, not the intent, feedback is needed as a compliment to your thumb.

Organization, I have PMd a few for his help on this. This is in the works but will take time to bring to fruition, it’s a lot of work, perhaps the best way to go about the organization of this group is to take it PM, I have already received a good deal of PMs regarding the group formation but would like all who gave a thumbs up to PM me at their earliest convenience with any ideas or concerns he or she may want to express, this will help in forming the structure and help establish a working group and will help to establish options available as to communications protocol etc.etc.

I want to make this perfectly clear

The formation of this shareholders group is in no way shape or form a platform for an attack, assault, or whatever some may infer, on the current Board of Directors.

Quite the contrary, this is an effort of solidarity, an effort to effect responsible dialogue with our BOD, a means of formulation of shareholder concerns, a method of holding our BOD to the highest mortal standards, a means of having representational opportunity to speak at AGMs, this should also clean up the forum.

For the interim all design work should take place at the PM level so as not to clutter up the board.

I welcome all PMs , all thoughts , all concerns and will record all in a ledger for further discussions. I am willing to take the time even with 5 lovely ladies on the go.

Best regards

Notster/Rob

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notster
City
Grande Prairie,Ab
Rank
President
Activity Points
15856
Rating
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Date Joined
11/04/2007
Social Links
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Noront Resources
Symbol
NOT
Exchange
TSX-V
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326,029,076 As of Jan 17, 2017
Industry
Metals & Minerals
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