- Noront Board of Directors unanimously determines Wyloo Metals Offer of
C$0.70 per share to be a Superior Proposal - Proposed consideration of
C$0.70 in cash per share represents a 192% premium to Noront’s unaffected closing price onMay 21, 2021 and a 27% premium to BHP’sC$0.55 per share offer - BHP has five business days to match Wyloo’s offer
Under the proposed arrangement agreement between Noront and Wyloo Metals (the “Arrangement Agreement”), Noront shareholders would be entitled to elect to sell all or a portion of their common shares to Wyloo Metals for
The Noront Board of Directors, on the basis of a recommendation from independent directors comprising Noront’s Special Committee of the Board of Directors, and supported by advice from external financial and legal advisors, has unanimously determined that the Wyloo Offer constitutes a superior proposal as compared to the outstanding BHP Offer.
Noront CEO,
BHP Right to Match
Pursuant to the terms of the support agreement among Noront,
If the Arrangement Agreement is entered into, Wyloo Metals has also agreed to provide a loan to Noront of up to
It is expected that, if the Support Agreement is terminated, certain Noront shareholders, including Noront directors and senior management, will enter into lock-up agreements under which they will agree to vote in support of the Wyloo Offer. Wyloo Metals currently holds approximately 37.25% of the Noront common shares.
The terms of the Arrangement Agreement, if executed, will provide that Wyloo Metals will be entitled to a termination payment of
There is no action for Noront shareholders to take today. If Noront enters into the Arrangement Agreement with Wyloo Metals, additional information will be provided to Noront shareholders in advance of a Special Meeting of Shareholders to vote on the plan of arrangement. The applicable materials will also be available under Noront's profile on SEDAR at www.sedar.com, and on Noront's website at www.norontresources.com. The Company will continue to provide updates as developments warrant.
The entering into of the Wyloo Loan between Wyloo Metals and Noront, is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Wyloo Metals has beneficial ownership of, and control or direction over, directly or indirectly, securities of the Company carrying more than 20% of the voting rights attached to all of Noront's outstanding voting securities. The Company did not file the material change report more than 21 days before the expected completion of the Wyloo Loan as the details of the Wyloo Loan were not settled until shortly prior to the announcement of the Wyloo Loan. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as the Company is not listed on a specified market under MI 61-101. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(f) of MI 61-101.
Advisors
About
Contact Information | |
Media Relations | Investor Relations |
Tel: +1 (905) 399-6591 | Tel: +1 (416) 367-1444 |
ihamilton@longviewcomms.ca | greg.rieveley@norontresources.com |
Tel: +1 (647) 300-3853 | |
janice.mandel@stringcom.com | |
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 offer; the BHP Offer; and the BHP right to match.
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
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
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