Noront and Wyloo Metals Amend Arrangement Agreement Following Regulatory Review
February 03 2022 - 9:41AM
Noront Resources Ltd. ("
Noront" or
the "
Company") (TSXV: NOT) and Wyloo Metals
Pty Ltd ("
Wyloo Metals") announce that, following
discussions with, and review by, the applicable regulators, they
have agreed to amend certain provisions of the previously-announced
arrangement agreement, effective December 22, 2021 (the
"
Arrangement").
More specifically, Noront, Wyloo Metals and
Wyloo Canada Holdings Pty Ltd have entered into an amending
agreement effective February 3, 2022 (the "Amending
Agreement") to amend the Arrangement as follows:
- Election Only Required For
Any Shareholders Wishing to Retain Shares: Only
shareholders of the Company ("Shareholders") who
wish to retain all or a portion of their common shares of the
Company ("Common Shares"), and remain as
Shareholders following the completion of the Arrangement, are
required to make an election to retain their Common Shares (the
"Retention Election"). Such Retention Elections
are due no later than the 10th day following the Interim
Announcement (as defined below).
- Deemed Election to Receive
Cash Consideration: Any Shareholders who wish to receive
the cash consideration of $1.10 per Common Share will not be
required to make any election in respect of the Arrangement. For
the avoidance of doubt, any Shareholders who do not make a
Retention Election will be deemed under the Arrangement to have
elected to receive the cash consideration of $1.10 per Common
Share.
- Automatic Squeeze-Out if
Less Than 20% of Shareholders Make a Retention Election:
If the Arrangement becomes effective and less than 20% (as opposed
to the initial threshold of 10%) of the outstanding Common Shares
are subject to Retention Elections, then, under the Arrangement,
Wyloo Metals will acquire all of the outstanding Common Shares that
it does not already own, directly or indirectly, and any
Shareholders who made a Retention Election will not be entitled to
retain their Common Shares and will instead be entitled to receive
the cash consideration of $1.10 per Common Shares.
- Automatic 10-Day Extension
Following Interim Deadline: In order to provide
Shareholders with greater transparency on the status of the
Retention Elections, Noront will announce (the "Interim
Announcement") the number of Retention Elections received,
on an interim basis, as of 5:00 p.m. (Toronto time) on the business
day prior to the date of the special meeting of Shareholders
scheduled for March 15, 2022 (the "Meeting"). The
Interim Announcement will form part of Noront's announcement of the
voting results of the Meeting. Following such Interim Announcement,
Shareholders will be provided with an additional 10-day period to
make additional Retention Elections or withdraw any
previously-delivered Retention Elections.
The above summary is qualified entirely by the
full text of the Amending Agreement, a copy of which is available
on SEDAR (www.sedar.com) under Noront's issuer profile. Additional
information regarding the terms of the Arrangement, including the
background to the Arrangement, the rationale for the unanimous
recommendations of Noront's Board and Special Committee, and how
Shareholders can participate in and vote at the Meeting, will be
included in the management information circular of Noront for the
Meeting (the "Circular"). The Circular is also
expected to be filed on or around February 16, 2022 on SEDAR
(www.sedar.com) under Noront's issuer profile. Shareholders are
urged to read these and other relevant materials when they become
available.
Noront's Board of Directors, on the
basis of the unanimous
recommendation of Noront's Special Committee comprised of
independent directors, and after receiving advice from its
financial and legal advisors, unanimously approved the Arrangement
and recommend that Shareholders of Noront vote in favour of the
Arrangement.
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. See more at:
www.norontresources.com.
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 208,434,427 Common Shares,
representing approximately 37.2% of the outstanding Common Shares.
Wyloo Canada also holds warrants ("Noront
Warrants") to acquire 1,774,664 Common Shares at
an exercise price of C$0.35 per Common Share. If the Noront
Warrants are also fully exercised, Wyloo Canada would hold
210,209,091 Common Shares, representing approximately 37.4% of the
outstanding Common Shares on a partially-diluted basis.
For More Information About Noront
Resources, Please Contact:
Media Relations Ian Hamilton Tel: +1 (905) 399-6591
ihamilton@longviewcomms.ca |
Investor Relations Greg Rieveley Tel: +1 (416) 367-1444
greg.rieveley@norontresources.com |
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Janice
Mandel Tel: +1 (647) 300-3853 janice.mandel@stringcom.com |
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For More Information About Wyloo Metals, Please
Contact:
Media Relations Andrew Bennett Tel (M): +61 427 782 503 Tel (P):
+61 8 6460 4949 abennett@tattarang.com |
Aurora Strategy Spokesperson David Ellis Tel (M): (416) 704-0937
Tel (P): 416 704 0937 davide@aurorastrategy.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
Arrangement, Shareholder approval, the timing and ability of Noront
to complete the Arrangement (if at all), the timing and ability of
Noront to satisfy the conditions precedent to completing the
Arrangement (if at all) as set forth in the Arrangement Agreement,
the ability of Shareholders to continue to have an interest in the
Company following the closing of the Arrangement, the potential of
the Ring of Fire, and projections about the world's transition to a
lower carbon future.
Although Noront and Wyloo Metals 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 Noront and Wyloo Metals, and their respective management
and boards of directors, as of the date hereof. Noront and Wyloo
Metals 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 their control, 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 or Wyloo Metals will be realized or, even if
substantially realized, that they will have the expected
consequences for, or effects on, Noront, the current Shareholders,
or its future results and performance of Noront and Wyloo
Metals.
Forward-looking information and statements in
this news release are based on beliefs and opinions of Noront and
Wyloo Metals, as the case may be, 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 and Wyloo Metals 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 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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