Noront Resources Ltd. ("
Noront" or the
"
Company") (TSXV:NOT) is pleased to announce that
shareholders of the Company ("
Shareholders") have
overwhelmingly approved the proposed plan of arrangement (the
"
Arrangement") involving Wyloo Metals Pty Ltd.
("
Wyloo Metals") and its wholly-owned subsidiary,
Wyloo Canada AcquisitionCo Pty Ltd. ("
Wyloo
AcquisitionCo", and together with Wyloo Metals and any of
their affiliates, the "
Wyloo Parties") at the
special meeting of Shareholders held earlier today (the
"
Special Meeting").
In addition, the Minority Shareholders (as
defined below) of the Company also approved the interest share
proposal (the "Interest Share Proposal"), pursuant
to which the Company may elect to issue common shares to settle any
accrued interest under the terms of a loan agreement among the
Company and Wyloo Canada Holdings Pty Ltd., a wholly-owned
subsidiary of Wyloo Metals ("Wyloo Canada").
To become effective, the Arrangement required
the approval of: (i) at least two-thirds (66 ⅔%) of the votes cast
by Shareholders present virtually or represented by proxy at the
Special Meeting; and (ii) a simple majority (50%) of the votes cast
by Shareholders present virtually or represented by proxy at the
Special Meeting, other than the votes cast by Mr. Alan Coutts and
the Wyloo Parties, which were excluded pursuant to Multilateral
Instrument 61-101 – Protection of Minority Shareholders in Special
Transactions (collectively, the "Minority
Shareholders").
To become effective, the Interest Share Proposal
required the approval of a simple majority (50%) of the votes cast
by Minority Shareholders present virtually or represented by proxy
at the Special Meeting.
Detailed voting results in respect of the
approval of the Arrangement and Interest Share Proposal are as
follows:
Matters Considered at the Special Meeting |
FOR |
AGAINST |
# of Votes |
% of Vote |
# of Votes |
% of Vote |
1. Approval of the Arrangement (66 ⅔ % Vote) |
402,013,461 |
98.92% |
4,398,330 |
1.08% |
2. Minority Approval of the Arrangement (50% Vote) |
190,865,465 |
97.75% |
4,398,330 |
2.25% |
3. Minority Approval of the Interest Share Proposal (50%
Vote) |
183,616,166 |
94.03% |
11,647,629 |
5.97% |
Interim Retention Election
Announcement
Under the terms of the Arrangement, Shareholders
are being given the opportunity, in respect of all or a portion of
their common shares of the Company (the "Common
Shares"), to: (i) receive a cash consideration of $1.10
per Common Share (the "Cash Consideration"); or
(ii) retain their Common Shares, and remain as Shareholders
following the completion of the Arrangement, by making an election
to retain their Common Shares (a "Retention
Election").
As of 5:00 p.m. (Toronto time) on March 14,
2022, being the day immediately preceding the Special Meeting (the
"Interim Election Deadline"), the Company has been
advised of the following Retention Elections and Pending Retention
Elections (as defined below):
- Computershare Investor Services Inc., in its capacity as
depositary under the Arrangement, has advised that 3,330,661 Common
Shares are subject to Retention Elections as of the Interim
Election Deadline (collectively, the "Existing Retention
Elections"), representing approximately 0.6% of the issued
and outstanding Common Shares; and
- Shorecrest Group, in its capacity as proxy solicitation agent
under the Arrangement, has advised that, based on information
supplied by various brokers and market intermediaries as of the
Interim Election Deadline, that additional Retention Elections for
an additional 45,138,542 Common Shares are pending (collectively,
the "Pending Retention Elections"), representing
approximately 8.0% of the issued and outstanding Common Shares.
Such Pending Retention Elections are expected to be submitted in
bulk prior to the expiry of the Retention Election Deadline (as
defined below).
Together, the Existing Retention
Elections and Pending Retention Elections represent an aggregate of
48,469,203 Common Shares, representing approximately 8.6% of the
issued and outstanding Common Shares as of the Interim Election
Deadline.
Shareholders will have until 5:00 p.m. (Toronto
time) on March 25, 2022, to submit a Retention Election (or to
revoke or revise a previously submitted Retention Election) (the
"Retention Election Deadline").
Shareholders who do not make a Retention Election prior to
the Retention Election Deadline will be deemed under the
Arrangement to have elected to receive the Cash Consideration for
all their Common Shares.
Shareholders who wish to make a Retention
Election should be advised that if, following the Retention
Election Deadline, less than 20% of the issued and outstanding
Common Shares are the subject of a Retention Election, Wyloo
AcquisitionCo will acquire all of the Common Shares not already
owned or controlled by the Wyloo Parties (the "Automatic
Squeeze-Out"), including those Common Shares that are the
subject of a Retention Election. Such Automatic Squeeze-Out is
intended to protect Shareholders by ensuring that all Common Shares
will be purchased by Wyloo Canada under the Arrangement if, after
the completion of the Arrangement, Shareholders (other than the
Wyloo Parties) would not hold a sufficient percentage of the
outstanding Common Shares for Noront to meet the continued listing
requirements of the TSX Venture Exchange. The Wyloo Parties and any
person acting jointly or in concert with the Wyloo Parties are not
entitled to make a Retention Election.
Completion of the Arrangement remains subject
to, among other things, satisfaction of all conditions precedent to
closing the Arrangement, including the final approval of the
Ontario Superior Court of Justice (Commercial List) (the
"Court") and TSX Venture Exchange. The hearing for
the final order of the Court to approve the Arrangement is
scheduled to take place on April 1, 2022. Assuming that all
approvals are obtained and all conditions precedent to the
completion of the Arrangement are satisfied or waived, the Company
anticipates that the closing of the Arrangement will occur on April
7, 2022.
Amendment to the Arrangement
Agreement
Noront also announces that it has executed an
amending agreement dated March 15, 2022 (the "Amending
Agreement") with Wyloo Metals, Wyloo Canada and Wyloo
AcquisitionCo to amend the arrangement agreement, effective
December 22, 2021, as amended (the "Arrangement
Agreement"). Pursuant to the amendment, Wyloo Canada has
assigned, and Wyloo AcquisitionCo has assumed, the obligations of
Wyloo Canada under the Arrangement Agreement, such that Wyloo
AcquisitionCo will become the purchaser under the Plan of
Arrangement. The Amending Agreement is available on SEDAR
(www.sedar.com) under Noront's issuer profile.
For more details on the Arrangement, the Cash
Consideration and the Retention Election, please see the Company's
management information circular dated February 11, 2022 (the
"Circular"), which is available on SEDAR
(www.sedar.com) under Noront's issuer profile.
If you have any questions or require more
information with regard to the procedures for receiving the Cash
Consideration or making a Retention Election, as applicable, please
contact Shorecrest Group, by (i) telephone at 1-888-637-5789 (North
American Toll-Free) or 1-647-931-7454 (Collect Calls Outside North
America), or (ii) email at contact@shorecrestgroup.com.
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.
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 |
|
|
Janice
Mandel Tel: +1 (647) 300-3853 janice.mandel@stringcom.com |
|
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 |
|
Cautionary Statement Regarding
Forward-Looking Information
Certain statements contained in this news
release contain "forward-looking information" within the meaning of
applicable securities laws. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or
"does not anticipate", "plans", "estimates" or "intends", or
stating that certain actions, events or results "may", "could",
"would", "might", "have potential" or "will" be taken, occur or be
achieved) are not statements of historical fact and may be
"forward-looking statements." 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 a variety of 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 information and statements include, but are not
limited to, information and statements regarding the Arrangement,
regulatory and Court approval of the Arrangement, 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, including obtaining the final Court
approval (if at all) as set forth in the Arrangement Agreement (as
amended), the ability of Shareholders to continue to have an
interest in the Company following the closing of the Arrangement,
the number of Retention Elections expected to be submitted prior to
the Retention Election Deadline, the potential of the Ring of Fire,
and projections about the world's transition to a lower carbon
future.
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 Noront's management and boards of directors, 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
Company's 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 will be realized or,
even if substantially realized, that they will have the expected
consequences for, or effects on, Noront, the current Shareholders,
or the future results and performance of Noront. For additional
information with respect to these and other factors and assumptions
underlying the forward-looking statements made in this news release
concerning the Arrangement, see the Circular available on SEDAR
(www.sedar.com) under Noront's issuer profile.
Forward-looking information and statements in
this news release are based on beliefs and opinions of Noront 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 Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
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