Thunder Bay – Mining – Noront Resources Ltd. (TSXV: NOT) (“Noront” or the “Company“) is responding to the statement issued by Wyloo Metals Pty Ltd (“Wyloo”) yesterday, in order to clarify several of Wyloo’s misleading statements relating to the proposed acquisition of Noront by BHP Western Mining Resources International Pty Ltd (“BHP” or the “Offeror“), a wholly owned subsidiary of BHP Lonsdale Investments Pty Ltd (“BHP Lonsdale“). Noront reiterates its support of BHP’s offer to acquire the shares of Noront (the “Offer”) and the recommendation of the Board of Directors of Noront that shareholders tender their shares and accept the Offer.
Access to Information for Wyloo; Ability to Make a Superior Proposal
Prior to the Offer, Noront engaged fully and provided access to due diligence information to all parties that were prepared to enter into a customary confidentiality agreement typical for transactions of this nature. Wyloo was provided an opportunity to execute such a confidentiality agreement (which was consistent with the confidentiality agreement that was executed by BHP) and have access to due diligence information, and Wyloo declined to do so.
If Wyloo remains interested in engaging with Noront, the support agreement entered into between Noront and BHP contains customary terms that permit the Company to engage with, and provide confidential information to, a party that makes a proposal to the Company that is superior to the Offer or would reasonably be expected to lead to a superior proposal. To date, the Company has received no such proposals.
BHP Offer Price and Value to Noront Shareholders
Noront sought to provide shareholders with a superior alternative to the $0.315 per share price proposed by Wyloo, which led to the all-cash Offer by BHP at a significantly higher price per Noront share. The Offer price of C$0.55 per Noront share, which represents a premium of 129% to Noront’s unaffected closing price of C$0.24 on May 21, 2021, the last trading day prior to the date that Wyloo first publicly announced its intention to make an offer for Noront, is 75% higher than the C$0.315 per share proposed by Wyloo in its announcement on May 25, 2021.
Minimum Tender Condition
Wyloo’s support of the transaction is not required in order for the Offer to be successful. The minimum tender condition for the Offer is that more than 50% of the shares not owned by BHP be tendered to the Offer, and this condition can be satisfied regardless of whether Wyloo tenders its Noront shares to the Offer. Shareholders wishing to receive the C$0.55 per Noront share in cash offered by BHP can and should tender to the Offer.
The Board of Directors of Noront, acting on the recommendation of the Special Committee, and after evaluating the Offer in consultation with Noront’s legal and financial advisors, has determined that the Offer is fair, from a financial point of view, to Noront shareholders and in the best interests of Noront and its shareholders. As such, the Board is recommending that shareholders tender their Noront shares and accept the Offer.
For further details relating to the Offer, please refer to BHP’s take-over bid circular in respect of the Offer dated July 27, 2021, which is available on SEDAR (www.sedar.com) under Noront’s issuer profile and on Noront’s corporate website (www.norontresources.com).
The Board encourages Noront shareholders to carefully read the information sent to them and to tender their Noront shares. Noront shareholders are encouraged to tender their Noront shares as soon as possible.
Shareholder Questions and Assistance
Noront shareholders who have questions or require assistance in considering the all-cash, recommended BHP Offer, should visit www.noronttender.ca or should contact the depositary and information agent for the Offer, Kingsdale Advisors, by telephone toll-free at 1-866-581-0512 (416-867-2272 for collect calls outside North America) or by email at firstname.lastname@example.org.
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. www.norontresources.com