- BHP’s offer is the only offer available to Noront shareholders
- There is no offer from Wyloo and no indication that another offer will be forthcoming
- Noront has heard nothing from Wyloo since receiving improved BHP offer
- BHP’s all-cash offer represents a 36% premium to its previous offer, a 7% premium to the Wyloo proposal and a 213% premium to Noront’s unaffected share price
- Noront supports BHP’s improved offer and recommends shareholders tender their shares to receive the premium cash consideration offered. For more information visit NorontTender.ca
- For help tendering your shares, contact Kingsdale Advisors at 1-866-581-0512 or contactus@kingsdaleadvisors.com
TORONTO – MINING – Noront Resources Ltd. (TSXV: NOT) (“Noront” or the “Company“) today provided an update to shareholders and advises Noront shareholders to tender their shares to the C$0.75 all-cash offer from BHP Western Mining Resources International Pty Ltd (“BHP” or the “Offeror“).
Noront CEO Alan Coutts: “It’s critically important that Noront shareholders are aware of two facts:
- First, the all-cash C$0.75 per share BHP offer is the only offer on the table. The previous Wyloo proposal of C$0.70 per share fell away, once BHP topped it with its C$0.75 offer; and
- Second, we have heard nothing from Wyloo since receiving the improved BHP offer more than a week ago, and Wyloo has no obligation to respond. There is no indication that another offer from Wyloo for the Company will be forthcoming.
The BHP offer provides both certainty and a compelling premium. We encourage Noront shareholders to tender their shares to the BHP offer well in advance of the November 9 deadline.”
No Other Offer is Available to Noront Shareholders
The Company emphasizes that the only offer that is available to shareholders is from BHP.
On October 18, a proposed arrangement agreement between Wyloo Canada Holdings Pty Ltd ( “Wyloo”) and Noront was announced. Under this proposal Wyloo would have acquired up to 100% of the common shares of Noront for C$0.70 per share. However, with BHP exercising its right to match on October 20 with an improved offer price of C$0.75 per share, the Wyloo arrangement agreement was never entered into and the Wyloo proposal is not available to Noront shareholders.
Noront has not heard from Wyloo since October 20. Further, Wyloo has made no indication of making an offer and is under no obligation to respond to the improved BHP offer, and Noront has no current indication of Wyloo’s intentions.
BHP Offer Provides Certainty
The BHP offer provides 100% cash consideration for Noront shares, providing Noront shareholders with certainty of immediate value with a significant premium to the unaffected share price. Noront’s Board of Directors (the “Board”) determined that BHP’s improved offer is in the best interests of the Company and its shareholders and advises Noront shareholders tender their shares by Friday, November 5, well ahead of the BHP offer deadline of 11:59pm (Toronto time) on November 9, 2021, to ensure that shares are tendered in time.
To tender your shares, see shareholder information below.
For Noront shareholders
A notice of variation (the “Notice of Variation”) in respect of the amended offer has been mailed to Noront shareholders. In addition, a notice of change to the directors’ circular of Noront (the “Notice of Change”) confirming the Board’s determination that the Offer is in the best interests of Noront and its shareholders and recommending that shareholders deposit their Noront shares under the Offer has been mailed to Noront shareholders. The Notice of Variation and the Notice of Change are available under Noront’s profile on SEDAR at www.sedar.com and on Noront’s website at www.norontresources.com.
Tendering is quick and easy
Only those who tender their shares will receive the cash consideration of C$0.75 per share. For more information, please visit www.noronttender.ca.
Noront encourages shareholders to tender by Friday, November 5, 2021, well ahead of the expiry of BHP’s offer on November 9, 2021, to ensure that their shares are tendered in time.
How to tender your shares
| Shareholder type: | How do I tender my shares to BHP’s offer? | |
| Beneficial Most Noront shareholders are beneficial shareholders. This means your Noront shares are held through a broker, bank, or other financial intermediary, and you do not have a share certificate. |
Contact your bank or your broker’s corporate actions department immediately and instruct them to tender your shares to the Offer, well in advance of the deadline. |
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| Registered You hold your Noront shares directly and may have a share certificate. |
Contact Kingsdale Advisors: Toll-free in North America: 1-866-581-0512 Outside of North America: 416-867-2272 Email: contactus@kingsdaleadvisors.com |
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
