Qualified interested parties who execute the Confidentiality Agreement will be provided with a copy of the Confidential Information Memorandum (“CIM”). Following review of the CIM, at the discretion of the Company and FTI, interested parties will be asked to submit non-binding proposals on or before January 30, 2012. Such proposals will be used to determine which interested parties, if any, will be invited to continue to participate in the Transaction Process. Interested parties should use the Expression of Interest template provided.

In evaluating proposals from interested parties, the Company and FTI will consider, among other factors, whether the offer maximizes value for the Company, treatment of employees, implications for the Company’s stakeholders, financial wherewithal of the Purchaser, ability to close on an expedited basis and such other factors as would be appropriate in the circumstances as determined by the Company and FTI in their sole discretion. Upon receipt of the proposals, the Company, FTI and the Bank of Montreal (“BMO”) will determine at their sole discretion which interested parties will precede to Phase 2 of the Transaction Process. Further, the Company in consultation with FTI and BMO may at any time terminate the Transaction Process.

During Phase 2 of the Transaction Process, qualified parties who are invited by the Company and FTI, at their sole discretion, to continue will be given access to additional confidential information relating to the Company via a web-based electronic data room. In addition, site visits and meetings with management will be made available.

Following the Phase 2 period of due diligence, data room review, and access to management each qualified interested party will be requested to submit a final binding offer in a standard required form. FTI will provide qualified interested parties with a definitive sales agreement. Additional details with respect to the Transaction Process will be communicated to qualified interested parties in advance of the final bid deadline. The final proposals will be due on February 13, 2012. The Company, in consultation with FTI and BMO, will select a preferred bid on or before February 17, 2012.

For further inquiries, please contact the Monitor at 416-649-8097 or nfcsalesprocess@fticonsulting.com

Contact FTI

FTI Consulting
TD Waterhouse Tower
79 Wellington Street West
Suite 2010, P.O. Box 104
Toronto, Ontario M5K 1G8

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