Noront Resources Ltd. ("
Noront" or the
"
Company") (TSXV:NOT) announces that, as of 5:00
p.m. (Toronto time) on March 25, 2022, being the deadline for
shareholders of the Company to make an election to retain all or a
portion of their common shares of Noront ("
Common
Shares") following the Arrangement (as defined below) (a
"
Retention Election"), an aggregate of 81,620,596
Common Shares (representing approximately 14.4% of the issued and
outstanding Common Shares) are the subject of a Retention Election.
Accordingly, pursuant to the plan of arrangement
(the "Arrangement") involving Wyloo Metals Pty
Ltd. (the "Parent") and its wholly-owned
subsidiary, Wyloo Canada AcquisitionCo Pty Ltd. (the
"Purchaser", and together with the Parent and any
of their affiliates, the "Wyloo Parties"), the
Purchaser 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 (the "Retained
Shares"), as less than 20% of the issued and outstanding
Common Shares are the subject of a Retention Election. In the
absence of the Automatic Squeeze-Out, the public shareholders of
Noront (other than the Wyloo Parties) would not have held a
sufficient percentage of the outstanding Common Shares for Noront
to meet the continued listing requirements of the TSX Venture
Exchange.
As a result, all shareholders of Noront (other
than the Wyloo Parties) will be entitled to receive the cash
consideration of $1.10 per Common Share (the "Cash
Consideration"), including in respect of any Retained
Shares.
In order to receive the Cash Consideration in
exchange for their Common Shares, registered shareholders are
reminded that they must complete, sign and return the letter of
transmittal to Computershare Investor Services Inc., the depositary
appointed in connection with the Arrangement, together with their
certificate(s) or DRS advice(s) representing their Common Shares
(including any Retained Shares), in accordance with the tender
procedures described in the Circular (as defined below). Any Common
Shares held in the CDSX system will automatically be deposited
under the Arrangement and the beneficial shareholders thereof will
receive the Cash Consideration in respect of such Common Shares. If
you have any questions or require more information with regard to
the procedures for receiving the Cash Consideration, 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.
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 occur on April 1, 2022. Assuming that all approvals
are obtained and all conditions precedent to the completion of the
Arrangement are satisfied or waived (as applicable), the closing of
the Arrangement is scheduled to occur on April 7, 2022. If the
Arrangement is completed, the Wyloo Parties intend to cause the
Common Shares to be delisted from the TSX Venture Exchange, and
Noront intends to submit an application to the applicable
securities regulators to cease to be a reporting issuer.
For more details on the Arrangement and the Cash
Consideration, 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.
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 |
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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 |
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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 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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