BHP Lonsdale Investments Pty Ltd (“
BHP
Lonsdale”), a wholly owned subsidiary of BHP, and Noront
Resources Ltd. (TSXV: NOT) ("
Noront") announced
today that BHP has agreed to increase its all-cash offer for Noront
shares to
C$0.75 per share (the
“
Offer”).
The Noront Board, considering the superior
C$0.75 per share cash purchase price in the amended Offer, has
determined that the proposal from Wyloo Metals Pty Ltd.
(“Wyloo”), at a price of C$0.70 per share, has
ceased to be a "superior proposal", and recommends the Noront
shareholders tender their shares to the BHP Offer.
Shareholders have until 11:59 p.m. (Toronto
Time) on November 9, 2021 to accept the increased Offer and tender
their shares.
Improved Premium & Highest All-Cash
Offer Available to Shareholders
BHP’s increased Offer of C$0.75 per Noront share
is superior to other offers available to Noront and its
shareholders. BHP had the option to match Wyloo and elected to
exceed Wyloo’s proposal by C$0.05. BHP’s increased offer delivers
compelling value to Noront shareholders:
213% premium over
Noront’s unaffected price of C$0.241
36% premium
over BHP’s previous offer of C$0.55 per share
7% premium
over Wyloo’s latest offer of C$0.70 per share
BHP Chief Development Officer, Johan van
Jaarsveld, said: “Our increased offer of C$0.75 per share provides
a compelling premium for Noront shareholders and is available to
shareholders now. Our offer provides shareholders with the value
inherent in Noront’s portfolio of projects, including the Eagle’s
Nest project, delivering shareholders who accept our offer
certainty of value and immediate liquidity.”
1 On May 21, 2021, the last trading day prior to
Wyloo’s first publicly announced intention to make an offer for
Noront at C$0.315 per share.
Certainty of Value Today; Protection
from Execution & Dilution Risk
The Offer provides 100% cash consideration for
Noront shares, providing Noront shareholders with certainty of
value now while removing financing, market, regulatory and
execution risks to Noront shareholders.
BHP recognizes that delivering Noront’s
portfolio of projects in the Ring of Fire is expected to take many
years, require significant capital investment, development of
remote infrastructure, and management of numerous stakeholders.
There is no certainty that shareholders remaining invested in
Noront will ever realize the value for their shares offered by BHP
in cash today.
Noront and BHP believe that the Offer provides
Noront shareholders with the value inherent in Noront’s portfolio
of projects without the long-term risks associated with the
development and execution of those projects. Noront CEO, Alan
Coutts, said: “This transaction provides a premium to Wyloo’s
offer, and delivers certainty of value to Noront shareholders via
an all-cash offer. Noront’s Board of Directors determined that
BHP’s improved offer is in the best interests of the company and
its shareholders and recommends Noront shareholders tender their
shares to the BHP offer.”
Noront's Board of Directors, with input from its
financial and legal advisors and the Special Committee, determined
the improved offer is fair, from a financial point of view, to
Noront shareholders (other than BHP Lonsdale and its
affiliates).
The BHP Offer Does Not Require Wyloo’s
Support
Wyloo’s support of the transaction is not
required in order for the Offer to be successful. In order for
Noront shareholders to receive the C$0.75 all-cash offer price for
their shares, at least 50% of shares not owned by BHP must be
tendered. Only those who tender their shares will receive the cash
consideration of C$0.75 per share. If shareholders other than Wyloo
support the Offer and tender their shares, the Offer will
succeed.
BHP Chief Development Officer, Johan van
Jaarsveld, said: “Now is the time for shareholders to decide if
they want to tender to our improved offer and crystallize the
compelling and full value it represents.”
To tender your shares, see shareholder
information below.
For Noront shareholdersA notice
of variation (the “Notice of Variation”) in respect of the Amended
Offer will be mailed shortly to Noront shareholders and will be
available under Noront’s profile on SEDAR at www.sedar.com and on
Noront’s website at www.norontresources.com.
Tendering is quick and easyOnly
those who tender their shares will receive the cash consideration
of C$0.75 per share. For more information, please visit
www.noronttender.ca.
Tender by 11:59 p.m.
(Toronto time) on November 9, 2021
How to tender your shares |
Shareholder type: |
How do I tender my shares to BHP’s
offer? |
BeneficialMost Noront shareholders are beneficial
shareholders. This means your Noront shares are held through a
broker, bank, or other financial intermediary, and you do not have
a share certificate. |
Contact your bank or your broker’s corporate actions department
immediately and instruct them to tender your shares to the
Offer. |
RegisteredYou hold your Noront shares directly and
may have a share certificate. |
Contact Kingsdale Advisors:Toll-free in North America:
1-866-581-0512Outside of North America: 416-867-2272Email:
contactus@kingsdaleadvisors.com |
About Noront ResourcesNoront
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
About BHPBHP is a world-leading
global resources company. We extract and process minerals, oil and
gas, with 80,000 employees and contractors, primarily in Australia
and the Americas. Our products are sold worldwide, with sales and
marketing led through Singapore and Houston, United States. Our
global headquarters are in Melbourne, Australia. Our Potash head
office is in Saskatoon and our head office for metals exploration
is in Toronto.
Our corporate purpose is to bring people and
resources together to build a better world. Our strategy is to
create value by growing our exposure to a portfolio of world-class,
expandable assets in future-facing commodities. We create value for
our stakeholders and the communities where we operate by focusing
on safety, sustainability, innovation and exceptional
performance.
BHP has a strong track record in
CanadaBHP has a strong track record of mining development
and investment in Canada over several decades. We have invested in
diamonds, potash, exploration, Carbon Capture and Storage (CCS)
research, and in environmental preservation through the BHP
Foundation in Canada’s boreal forest. We have built strong
relationships with communities and stakeholders throughout our
history in Canada. Earlier this year, BHP approved US$5.7 billion
in investment for its Jansen project, for what stands to be one of
the world’s largest, most modern potash mines and a significant
economic driver for Saskatchewan.www.bhp.com
Contact details
BHP
Media RelationsEmail: media.relations@bhp.com |
|
Investor RelationsEmail:
investor.relations@bhp.com |
|
|
|
Australia and AsiaGabrielle NotleyTel: +61 3 9609
3830 Mobile: +61 411 071 715Europe, Middle East and
AfricaNeil BurrowsTel: +44 20 7802 7484 Mobile: +44 7786
661 683AmericasJudy DaneTel: +1 713 961 8283
Mobile: +1 713 299 5342 |
|
Australia and AsiaDinesh BishopMobile: + 61 407
033 909Europe, Middle East and Africa James Bell
Tel: +44 2078 027 144 Mobile: +44 7961 636
432AmericasBrian MasseyTel: +1 713 296 7919
Mobile: +1 832 870 7677 |
Noront
Media Relations |
|
Investor Relations |
Ian HamiltonTel: +1 (905) 399 6591ihamilton@longviewcomms.caJanice
MandelTel: +1 (647) 300 3853janice.mandel@stringcom.com |
|
Greg RieveleyTel: +1 (416) 367
1444greg.rieveley@norontresources.com |
Forward looking statements
Certain statements contained in this press
release contain “forward-looking information” within the meaning of
applicable securities laws and are prospective in nature.
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 Offer, including the
anticipated timing, mechanics, funding, completion, settlement,
results and effects of the Offer; reasons to accept the Offer; and
the value inherent in Noront’s portfolio of projects, including the
Eagle’s Nest project.
Although BHP Western Mining Resources
International Pty Ltd (the “Offeror”), BHP Lonsdale and Noront
believe 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 Offeror, BHP
Lonsdale and Noront that the Offer will be successful, that all
required regulatory consents and approvals will be obtained and all
other conditions to completion of the transaction will be satisfied
or waived, and the ability to achieve goals. The Offeror, BHP
Lonsdale and Noront caution 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 the Offeror, BHP Lonsdale or Noront, and there is no
assurance that they will prove correct. Consequently, there can be
no assurance that the actual results or developments anticipated by
the Offeror, BHP Lonsdale or Noront will be realized or, even if
substantially realized, that they will have the expected
consequences for, or effects on, Noront, the Offeror or BHP
Lonsdale, or their respective future results and performance.
Forward-looking information and statements in
this press release are based on the Offeror’s, BHP Lonsdale’s and
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 the Offeror, BHP Lonsdale and Noront disavow and
disclaim 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 the
Offeror or any of its affiliates or Noront.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (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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