Mining: Wyloo Metals does not support BHP’s offer to acquire Noront Resources

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Noront Resources
Noront Resources

Thunder Bay – MINING – Wyloo Metals Pty Ltd (“Wyloo Metals”) provides the following update regarding its intentions in relation to the offer by BHP Western Mining Resources International Pty Ltd (“BHP”) to acquire all of the outstanding common shares of Noront Resources Ltd (TSXV:NOT) (“Noront”).

Response to BHP’s offer

Noront’s Ring of Fire land package hosts some of the most prospective mineral deposits in the world. These deposits have the potential to become Canada’s next great mineral district, supporting the production of future-facing commodities for multiple generations. Wyloo Metals continues to firmly believe in the immense potential of the Ring of Fire and therefore does not intend to support or tender its Noront shares to BHP’s offer.

Wyloo Metals was disappointed that the Noront Board did not seek to meaningfully engage or negotiate with it prior to accepting the BHP offer. Given Wyloo Metals’ cornerstone interest of approximately 37.5% (partially diluted) of Noront, the minimum mandatory tender condition for BHP’s bid is unlikely to be satisfied without Wyloo Metals’ support and a second step acquisition transaction is impossible.

Superior offer by Wyloo Metals

Wyloo Metals would consider proposing a superior offer to acquire the outstanding common shares of Noront it does not already own, should it be provided with access to due diligence. Despite numerous attempts to date, the Noront Board has denied Wyloo Metals from obtaining access to due diligence on reasonable terms for a shareholder with a cornerstone position.

Unfortunately, the total value of any superior offer contemplated by Wyloo Metals must accommodate the Cdn$13 million break fee payable to BHP, which was agreed to by the Noront Board to the direct detriment of Noront’s shareholders.

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 111,815,458 common shares of Noront, representing approximately 24.4% of the outstanding common shares of Noront. As previously announced on July 23, 2021, Wyloo Metals intends to convert its US$15 million convertible loan (“Convertible Loan”) into common shares of Noront at or before the September 30, 2021 maturity date. At an exchange rate of 0.792 US Dollars per Canadian Dollar1, Wyloo Canada would acquire an additional 94,702,494 common shares of Noront upon conversion of its Convertible Loan, following which it would hold 206,517,952 common shares of Noront, representing approximately 37.3% of the outstanding common shares of Noront on a partially diluted basis.

Wyloo Canada also holds warrants (“Noront Warrants”) to acquire 1,774,664 common shares of Noront at an exercise price of Cdn$0.35 per share. If the Noront Warrants are also fully exercised, Wyloo Canada would hold 208,292,616 common shares of Noront, representing approximately 37.5% of the outstanding common shares of Noront on a partially diluted basis.