THUNDER BAY – MINING – Noront Resources Ltd. (“Noront” or the “Company“) (TSXV:NOT) announces that, as of 5:00 p.m. (Toronto time) on March 25, 2022, being the deadline for shareholders of the Company to make an election to retain all or a portion of their common shares of Noront (“Common Shares“) following the Arrangement (as defined below) (a “Retention Election“), an aggregate of 81,620,596 Common Shares (representing approximately 14.4% of the issued and outstanding Common Shares) are the subject of a Retention Election.
Accordingly, pursuant to the plan of arrangement (the “Arrangement“) involving Wyloo Metals Pty Ltd. (the “Parent“) and its wholly-owned subsidiary, Wyloo Canada AcquisitionCo Pty Ltd. (the “Purchaser“, and together with the Parent and any of their affiliates, the “Wyloo Parties“), the Purchaser 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 (the “Retained Shares“), as less than 20% of the issued and outstanding Common Shares are the subject of a Retention Election. In the absence of the Automatic Squeeze-Out, the public shareholders of Noront (other than the Wyloo Parties) would not have held a sufficient percentage of the outstanding Common Shares for Noront to meet the continued listing requirements of the TSX Venture Exchange.
As a result, all shareholders of Noront (other than the Wyloo Parties) will be entitled to receive the cash consideration of $1.10 per Common Share (the “Cash Consideration“), including in respect of any Retained Shares.
In order to receive the Cash Consideration in exchange for their Common Shares, registered shareholders are reminded that they must complete, sign and return the letter of transmittal to Computershare Investor Services Inc., the depositary appointed in connection with the Arrangement, together with their certificate(s) or DRS advice(s) representing their Common Shares (including any Retained Shares), in accordance with the tender procedures described in the Circular (as defined below). Any Common Shares held in the CDSX system will automatically be deposited under the Arrangement and the beneficial shareholders thereof will receive the Cash Consideration in respect of such Common Shares. If you have any questions or require more information with regard to the procedures for receiving the Cash Consideration, please contact Shorecrest Group, by (i) telephone at 1-888-637-5789 (North American Toll-Free) or 1-647-931-7454 (Collect Calls Outside North America), or (ii) email at contact@shorecrestgroup.com.
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 occur on April 1, 2022. Assuming that all approvals are obtained and all conditions precedent to the completion of the Arrangement are satisfied or waived (as applicable), the closing of the Arrangement is scheduled to occur on April 7, 2022. If the Arrangement is completed, the Wyloo Parties intend to cause the Common Shares to be delisted from the TSX Venture Exchange, and Noront intends to submit an application to the applicable securities regulators to cease to be a reporting issuer.
For more details on the Arrangement and the Cash Consideration, 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.
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. See more at: www.norontresources.com.
