THUNDER BAY – MINING – Noront Resources Ltd. (“Noront” or the “Company“) (TSXV:NOT) is pleased to announce that shareholders of the Company (“Shareholders“) have overwhelmingly approved the proposed plan of arrangement (the “Arrangement“) involving Wyloo Metals Pty Ltd. (“Wyloo Metals“) and its wholly-owned subsidiary, Wyloo Canada AcquisitionCo Pty Ltd. (“Wyloo AcquisitionCo“, and together with Wyloo Metals and any of their affiliates, the “Wyloo Parties“) at the special meeting of Shareholders held earlier today (the “Special Meeting“).
In addition, the Minority Shareholders (as defined below) of the Company also approved the interest share proposal (the “Interest Share Proposal“), pursuant to which the Company may elect to issue common shares to settle any accrued interest under the terms of a loan agreement among the Company and Wyloo Canada Holdings Pty Ltd., a wholly-owned subsidiary of Wyloo Metals (“Wyloo Canada“).
To become effective, the Arrangement required the approval of: (i) at least two-thirds (66 ⅔%) of the votes cast by Shareholders present virtually or represented by proxy at the Special Meeting; and (ii) a simple majority (50%) of the votes cast by Shareholders present virtually or represented by proxy at the Special Meeting, other than the votes cast by Mr. Alan Coutts and the Wyloo Parties, which were excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (collectively, the “Minority Shareholders“).
To become effective, the Interest Share Proposal required the approval of a simple majority (50%) of the votes cast by Minority Shareholders present virtually or represented by proxy at the Special Meeting.
Detailed voting results in respect of the approval of the Arrangement and Interest Share Proposal are as follows:
| Matters Considered at the Special Meeting | FOR | AGAINST | ||
| # of Votes | % of Vote | # of Votes | % of Vote | |
| 1. Approval of the Arrangement (66 ⅔ % Vote) | 402,013,461 | 98.92% | 4,398,330 | 1.08% |
| 2. Minority Approval of the Arrangement (50% Vote) | 190,865,465 | 97.75% | 4,398,330 | 2.25% |
| 3. Minority Approval of the Interest Share Proposal (50% Vote) | 183,616,166 | 94.03% | 11,647,629 | 5.97% |
Interim Retention Election Announcement
Under the terms of the Arrangement, Shareholders are being given the opportunity, in respect of all or a portion of their common shares of the Company (the “Common Shares“), to: (i) receive a cash consideration of $1.10 per Common Share (the “Cash Consideration“); or (ii) retain their Common Shares, and remain as Shareholders following the completion of the Arrangement, by making an election to retain their Common Shares (a “Retention Election“).
As of 5:00 p.m. (Toronto time) on March 14, 2022, being the day immediately preceding the Special Meeting (the “Interim Election Deadline“), the Company has been advised of the following Retention Elections and Pending Retention Elections (as defined below):
- Computershare Investor Services Inc., in its capacity as depositary under the Arrangement, has advised that 3,330,661 Common Shares are subject to Retention Elections as of the Interim Election Deadline (collectively, the “Existing Retention Elections“), representing approximately 0.6% of the issued and outstanding Common Shares; and
- Shorecrest Group, in its capacity as proxy solicitation agent under the Arrangement, has advised that, based on information supplied by various brokers and market intermediaries as of the Interim Election Deadline, that additional Retention Elections for an additional 45,138,542 Common Shares are pending (collectively, the “Pending Retention Elections“), representing approximately 8.0% of the issued and outstanding Common Shares. Such Pending Retention Elections are expected to be submitted in bulk prior to the expiry of the Retention Election Deadline (as defined below).
Together, the Existing Retention Elections and Pending Retention Elections represent an aggregate of 48,469,203 Common Shares, representing approximately 8.6% of the issued and outstanding Common Shares as of the Interim Election Deadline.
Shareholders will have until 5:00 p.m. (Toronto time) on March 25, 2022, to submit a Retention Election (or to revoke or revise a previously submitted Retention Election) (the “Retention Election Deadline“). Shareholders who do not make a Retention Election prior to the Retention Election Deadline will be deemed under the Arrangement to have elected to receive the Cash Consideration for all their Common Shares.
Shareholders who wish to make a Retention Election should be advised that if, following the Retention Election Deadline, less than 20% of the issued and outstanding Common Shares are the subject of a Retention Election, Wyloo AcquisitionCo 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. Such Automatic Squeeze-Out is intended to protect Shareholders by ensuring that all Common Shares will be purchased by Wyloo Canada under the Arrangement if, after the completion of the Arrangement, Shareholders (other than the Wyloo Parties) would not hold a sufficient percentage of the outstanding Common Shares for Noront to meet the continued listing requirements of the TSX Venture Exchange. The Wyloo Parties and any person acting jointly or in concert with the Wyloo Parties are not entitled to make a Retention Election.
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 take place on April 1, 2022. Assuming that all approvals are obtained and all conditions precedent to the completion of the Arrangement are satisfied or waived, the Company anticipates that the closing of the Arrangement will occur on April 7, 2022.
Amendment to the Arrangement Agreement
Noront also announces that it has executed an amending agreement dated March 15, 2022 (the “Amending Agreement“) with Wyloo Metals, Wyloo Canada and Wyloo AcquisitionCo to amend the arrangement agreement, effective December 22, 2021, as amended (the “Arrangement Agreement“). Pursuant to the amendment, Wyloo Canada has assigned, and Wyloo AcquisitionCo has assumed, the obligations of Wyloo Canada under the Arrangement Agreement, such that Wyloo AcquisitionCo will become the purchaser under the Plan of Arrangement. The Amending Agreement is available on SEDAR (www.sedar.com) under Noront’s issuer profile.
For more details on the Arrangement, the Cash Consideration and the Retention Election, 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.
