Wyloo Metals does not support BHP's offer to acquire Noront Resources
19 August 2021 - 4:14PM
Wyloo Metals Pty Ltd (“Wyloo Metals”) provides
the following update regarding its intentions in relation to the
offer by BHP Western Mining Resources International Pty Ltd ("BHP")
to acquire all of the outstanding common shares of Noront Resources
Ltd (TSXV:NOT) ("Noront").
Response to BHP’s offer
Noront’s Ring of Fire land package hosts some of
the most prospective mineral deposits in the world. These deposits
have the potential to become Canada’s next great mineral district,
supporting the production of future-facing commodities for multiple
generations. Wyloo Metals continues to firmly believe in the
immense potential of the Ring of Fire and therefore does not intend
to support or tender its Noront shares to BHP's offer.
Wyloo Metals was disappointed that the Noront
Board did not seek to meaningfully engage or negotiate with it
prior to accepting the BHP offer. Given Wyloo Metals’ cornerstone
interest of approximately 37.5% (partially diluted) of Noront, the
minimum mandatory tender condition for BHP's bid is unlikely to be
satisfied without Wyloo Metals' support and a second step
acquisition transaction is impossible.
Superior offer by Wyloo
Metals
Wyloo Metals would consider proposing a superior
offer to acquire the outstanding common shares of Noront it does
not already own, should it be provided with access to due
diligence. Despite numerous attempts to date, the Noront Board has
denied Wyloo Metals from obtaining access to due diligence on
reasonable terms for a shareholder with a cornerstone position.
Unfortunately, the total value of any superior
offer contemplated by Wyloo Metals must accommodate the Cdn$13
million break fee payable to BHP, which was agreed to by the Noront
Board to the direct detriment of Noront’s shareholders.
ABOUT WYLOO METALS
Wyloo Metals is the metals and mining subsidiary
of Tattarang, one of Australia’s largest private investment groups.
Led by a multidisciplinary team of geologists, engineers and
financial professionals, Wyloo Metals manages a diverse portfolio
of exploration and development projects and cornerstone interests
in a number of public and private companies. Wyloo Metals seeks to
work closely with all stakeholders to accelerate projects through
the development cycle while meeting the highest international
environmental, social and governance standards. See more at:
www.wyloometals.com.
Wyloo Canada Holdings Pty Ltd (“Wyloo Canada”),
a wholly owned subsidiary of Wyloo Metals, currently holds an
aggregate of 111,815,458 common shares of Noront, representing
approximately 24.4% of the outstanding common shares of Noront. As
previously announced on July 23, 2021, Wyloo Metals intends to
convert its US$15 million convertible loan (“Convertible Loan”)
into common shares of Noront at or before the September 30, 2021
maturity date. At an exchange rate of 0.792 US Dollars per Canadian
Dollar1, Wyloo Canada would acquire an additional 94,702,494 common
shares of Noront upon conversion of its Convertible Loan, following
which it would hold 206,517,952 common shares of Noront,
representing approximately 37.3% of the outstanding common shares
of Noront on a partially diluted basis.
Wyloo Canada also holds warrants (“Noront
Warrants”) to acquire 1,774,664 common shares of Noront at an
exercise price of Cdn$0.35 per share. If the Noront Warrants are
also fully exercised, Wyloo Canada would hold 208,292,616 common
shares of Noront, representing approximately 37.5% of the
outstanding common shares of Noront on a partially diluted
basis.
DISCLAIMER
Some of the statements in this press release may
be forward looking statements or statements of future expectations
based on currently available information. Such statements are
naturally subject to risks and uncertainties. Factors such as the
development of general economic conditions, future market
conditions, unusual catastrophic loss events, changes in the
capital markets and other circumstances may cause the actual events
or results to be materially different from those anticipated by
such statements. Wyloo Metals does not make any representation or
warranty, express or implied, as to the accuracy, completeness or
updated status of such statements. Therefore, in no case whatsoever
will Wyloo Metals and its affiliate companies be liable to anyone
for any decision made or action take in connection with the
information and/or statements in this press release or for any
related damages.
This press release is issued pursuant to
National Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which requires a report
to be filed under Noront’s profile on SEDAR (www.sedar.com)
containing additional information with respect to the foregoing
matters. A copy of such report may be obtained by contacting Wyloo
Metals at info@wyloometals.com. The address of Wyloo Metals is PO
Box 3155, Broadway Nedlands, WA 6009 Western Australia.
1 At August 18, 2021.
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