Wyloo Metals Pty Ltd (“Wyloo Metals”) has reached an agreement with the Board of Directors of Noront Resources Ltd. (TSXV: NOT, “Noront”), which has unanimously determined that the Wyloo Metals offer (the “Revised Wyloo Offer”) is superior to the offer previously made by BHP Western Mining Resources International Pty Ltd (“BHP”).
Pursuant to a statutory Plan of Arrangement under the Business Corporation Act (Ontario), each Noront shareholder will be given the option of (i) continuing to participate in Noront’s unrealized potential by remaining as a shareholder, and (ii) accepting cash consideration of Cdn$1.10 per share for some or all of their shares.
Commenting on the Revised Wyloo Offer, Head of Wyloo Metals Luca Giacovazzi said he’s excited to invite shareholders to join Wyloo Metals in revitalising Noront under the leadership of a world-class Board of Directors led by Dr. Andrew Forrest AO, who led Fortescue Metals Group from a junior mining exploration company to one of the world’s largest mining companies with a market capitalisation of approximately A$60 billion.
“This is an exciting time to be an investor in future facing metal projects. Battery and hydrogen technologies are unleashing the full potential of renewable energy and the supply of critical metals simply isn’t keeping up. This is the greatest shift in the global economy since the industrial revolution.
The Ring of Fire is home to expansive deposits of these metals, making this a once-in-a-generation opportunity to be part of the green revolution. Working hand-in-hand with First Nation and regional partners, we’ll develop the Ring of Fire into one of Ontario’s great mineral districts that will be pivotal in the world’s transition to a lower carbon future.”
Luca Giacovazzi, Head of Wyloo Metals
KEY BENEFITS OF WYLOO METALS’ OFFER
True optionality for Noront shareholders
Rather than forcing an all-or-nothing outcome upon Noront shareholders, the Revised Wyloo Offer is a flexible proposal that allows shareholders to elect their preferred level of retained exposure to the immense future value of the Ring of Fire, while also providing an option to crystallize immediate cash value.
A superior offer price
Consideration of Cdn$1.10 in cash per share represents a 47% premium to the BHP offer of Cdn$0.75 in cash per share.
Greater deal certainty
Noront shareholders holding an aggregate of 10.3% of Noront’s common shares on a fully diluted basis, including certain Noront directors and senior management, will enter into lock-up agreements under which they agree to vote in support of the Plan of Arrangement. Together with Wyloo Metals, holders of 45.7% of Noront’s common shares on a fully diluted basis are supportive of the Revised Wyloo Offer.
Wyloo Metals does not intend to support any alternate offers for Noront. Without the support of Wyloo Metals’ 37.2% direct interest in Noront, a competing plan of arrangement cannot be successful, and a competing take-over bid will be unlikely to meet any minimum tender condition.
A world-class Board of Directors and re-energised strategy
Noront will be revitalized under the leadership of a new Board of Directors, featuring some of the world’s most experienced mining leaders. Under the stewardship of the new Board of Directors, Noront will be developed in respectful consultation with First Nation communities and regional stakeholders, with an unrelenting focus on sustainable development and generating local economic opportunity.
NEXT STEPS AND EXPECTED TIMING
Noront shareholders do not need to take any action.
The Wyloo Offer is subject to BHP’s right to match period of five business days. If BHP does not exercise its right to match, Wyloo Metals and Noront will immediately enter into an Arrangement Agreement.
Following this, Noront shareholders will be provided with information in advance of a Special Meeting of Shareholders to vote on the Plan of Arrangement and subsequently make their elections regarding the transaction consideration.
Completion of the Wyloo Offer, which will be subject to the terms and conditions of the Arrangement Agreement, is expected to occur in March/April 2022.
ADVISORS
Wyloo Metals has engaged Maxit Capital LP to act as its financial advisor and McCarthy Tétrault LLP to act as its legal advisor. Shorecrest Group has also been engaged to act as Wyloo Metals’ strategic communications advisor and proxy solicitation and information agent.