Thunder Bay – MINING – Noront Resources Ltd. (TSXV: NOT) (“Noront” or the “Company“) has completed its previously-announced private placement financing (the “Private Placement“) of 21,659,385 common shares of the Company (“Common Shares“) at a price of $0.283 per Common Share (the “Issue Price“) for gross proceeds of approximately $6.1 million, excluding the Wyloo Top-Up Shares (as defined below).
In connection with the Private Placement, Wyloo Canada Holdings Pty Ltd. (“Wyloo Canada“) exercised its top-up right to maintain its pro rata equity interest in the Company (the “Wyloo Top-Up“) by subscribing for an additional 12,744,363 Common Shares at the Issue Price (the “Wyloo Top-Up Shares“) for additional gross proceeds of approximately $3.6 million.
Accordingly, the Company issued an aggregate of 34,403,748 Common Shares at the Issue Price for gross proceeds of approximately $9.7 million pursuant to the Private Placement and the Wyloo Top-Up.
In addition, Baosteel Resources International Co. Ltd. (“Baosteel“) has a right to maintain its pro rata equity interest in the Company by acquiring an additional 1,966,125 Common Shares at the Issue Price (the “Baosteel Top-Up Shares“) for additional gross proceeds of approximately $0.55 million. Baosteel has until July 5, 2021 to exercise its top-up right to acquire the Baosteel Top-Up Shares.
The Common Shares issued pursuant to the Private Placement were distributed in offshore jurisdictions pursuant to Ontario Securities Commission Rule 72-503 – Distributions Outside Canada and, as such, will not be subject to a statutory hold period in accordance with applicable securities laws. The Wyloo Top-Up Shares are subject to a hold period of four months and one day from the date of issuance.
TD Securities Inc. acted as agent and financial advisor to Noront in connection with the Private Placement and received a cash commission equal to 3% of the gross proceeds raised from the Private Placement.
The Private Placement remains subject to the final approval of the TSX Venture Exchange (the “Exchange“).
Wyloo Canada is a “related party” of Noront as Wyloo Canada is a person that has beneficial ownership of, and control or direction over, directly or indirectly, securities of Noront carrying more than 10% of the voting rights attached to all of Noront’s outstanding voting securities. As a result, the issuance of the Wyloo Top-Up Shares is a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), incorporated by reference into Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the Exchange. Noront is relying on (i) the exemption set forth in sections 5.5(a) and (b) of MI 61-101 from the formal valuation requirement, and (ii) the exemption set forth in section 5.7(a) of MI 61-101 from the “minority approval” requirement, in connection with the issuance of the Wyloo Top-Up Shares.
About Noront Resources
Noront Resources Ltd. is focused on 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