Noront Resources Ltd. (
"Noront" or the
"Company") (TSXV: NOT) acknowledges receipt on
August 30, 2021 of a non-binding letter from Wyloo Metals
(
"Wyloo"). The letter describes Wyloo's interest
in potentially acquiring all of the common shares of Noront that
Wyloo does not currently own, subject to a number of conditions,
including due diligence, and negotiating and executing a definitive
arrangement agreement.
Responding to the Wyloo
Proposal
Noront is party to a July 27, 2021 support
agreement with BHP Western Mining Resources International Pty Ltd
("BHP") and its parent, BHP Lonsdale Investments
Pty Ltd (the "Support Agreement"), under which
Noront agreed to support an offer by BHP to acquire all of the
outstanding common shares of Noront that BHP does not already own
(the "BHP Offer"). As is customary, the Support
Agreement defines the circumstances in which Noront is permitted to
engage with, and provide confidential information to, another party
that makes a proposal to acquire the common shares of Noront.
At this point, Wyloo's publicly-announced
interest in Noront is not an offer, rather it is a non-binding
proposal to the Noront Board of Directors that is conditional on
completion of due diligence by Wyloo and negotiation and execution
of a definitive arrangement agreement. Wyloo has not entered into
any binding agreement with Noront in respect of a proposed
transaction, nor has it made a formal offer to the Company’s
shareholders, and there can be no assurance that a transaction will
crystalize from the Wyloo proposal.
Pursuant to the Support Agreement, Noront is
permitted to engage with, and provide confidential information to,
Wyloo only if Wyloo executes a confidentiality agreement with
Noront on terms no less favourable to Noront than the terms
contained in Noront's confidentiality agreement with BHP. As
previously noted, prior to entering into the Support Agreement
Wyloo was given the same opportunity to conduct due diligence but
refused to sign a standard confidentiality agreement, typical for
transactions of this nature. The confidentiality agreement was
consistent with the agreement executed by BHP.
BHP has agreed to waive the requirement under
the Support Agreement that a confidentiality agreement with Wyloo
include a standstill so that the Company can provide confidential
information to Wyloo on a no-standstill basis. Noront appreciates
BHP agreeing to waive its strict contractual rights in the
interests of the shareholders of Noront.
Noront CEO, Alan Coutts, commented: "With BHP's
consent, Noront intends to provide Wyloo with a confidentiality
agreement in the same form as Noront's confidentiality agreement
with BHP, but without the customary standstill provision. This will
allow Wyloo to complete the due diligence that Wyloo claims is
required, and to decide whether or not to make a binding offer to
acquire the common shares of Noront that Wyloo does not already
own."
Noront reminds shareholders that Wyloo has never
made a binding offer to acquire the common shares of Noront, and
that no such offer may ever be made by Wyloo. The only binding
offer available to shareholders is BHP's offer of C$0.55 cash per
Noront share, which the Board of Directors of Noront continues to
support.
Board Recommendation
The Board of Directors of Noront affirms its
support of the BHP Offer and continues to recommend shareholders
accept the BHP Offer. The Board of Directors of Noront, acting on
the recommendation of the Special Committee, and after evaluating
the BHP Offer in consultation with Noront’s legal and financial
advisors, has determined that the BHP Offer is fair, from a
financial point of view, to Noront shareholders and in the best
interests of Noront and its shareholders.
Minimum Tender Condition
Wyloo’s support of the transaction is not
required in order for the BHP Offer to be successful. The minimum
tender condition for the BHP Offer is that more than 50% of the
shares not owned by BHP be tendered to the BHP Offer, and this
condition can be satisfied regardless of whether Wyloo tenders its
Noront shares. Shareholders wishing to receive the C$0.55 per
Noront share in cash offered by BHP can and should tender to the
BHP Offer.
About Noront Resources
Noront Resources Ltd. is focused on the
development of its high-grade Eagle’s Nest nickel, copper, platinum
and palladium deposit and the world class chromite deposits
including Blackbird, Black Thor, and Big Daddy, all of which are
located in the James Bay Lowlands of Ontario in an emerging metals
camp known as the Ring of Fire. www.norontresources.com
Contact Information
Media
Relations |
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Investor
Relations |
Ian Hamilton |
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Greg Rieveley |
Tel: +1 (905) 399-6591 |
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Tel: +1 (416) 367-1444 |
ihamilton@longviewcomms.ca |
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greg.rieveley@norontresources.com |
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Janice Mandel |
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Tel: +1 (647) 300-3853 |
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janice.mandel@stringcom.com |
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Forward Looking Statements
Certain statements contained in this news
release contain "forward-looking information" within the meaning of
applicable securities laws. Forward-looking information and
statements are not based on historical facts, but rather on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties that could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Forward-looking statements
include, but are not limited to, statements regarding: the Wyloo
proposal; the BHP Offer; and the intentions of Wyloo to make a
binding offer to acquire Noront (if at all).
Although Noront believes that the expectations
reflected in such forward-looking information and statements are
reasonable, such information and statements involve risks and
uncertainties, and undue reliance should not be placed on such
information and statements. Material factors or assumptions that
were applied in formulating the forward-looking information
contained herein include, without limitation, the expectations and
beliefs of the Special Committee of Noront as of the date hereof.
Noront cautions that the foregoing list of material factors and
assumptions is not exhaustive. Many of these assumptions are based
on factors and events that are not within the control of Noront,
BHP, BHP Lonsdale Investments Pty Ltd or Wyloo, and there is no
assurance that they will prove correct. Consequently, there can be
no assurance that the actual results or developments anticipated by
Noront will be realized or, even if substantially realized, that
they will have the expected consequences for, or effects on, Noront
or its future results and performance.
Forward-looking information and statements in
this news release are based on Noront's beliefs and opinions at the
time the statements are made, and there should be no expectation
that these forward-looking statements will be updated or
supplemented as a result of new information, estimates or opinions,
future events or results or otherwise, and Noront disavows and
disclaims any obligation to do so except as required by applicable
law. Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Noront.
Neither the TSX Venture Exchange nor its
Regulation Services Provided (as that term is defined in the
Policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
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