BHP increases all-cash offer for Noront to C$0.75 per share

  • BHP increases its all-cash offer to Noront shareholders to C$0.75 per share, representing a 36% premium to its previous offer, a 7% premium to the Wyloo offer and a 213% premium to Noront's unaffected price.
  • Noront supports BHP's improved offer and recommends shareholders tender now to receive the cash consideration offered.
  • The BHP offer will be open until 11:59 p.m. (Toronto time) on November 9, 2021. Shareholders have 22 days to decide to accept the full and immediate value offered by BHP.
  • BHP's offer does not require Wyloo's support to be successful.
    • BHP's all-cash offer provides certainty of value and liquidity.

Offer expires 11:59 p.m. (Toronto time) on November 9, 2021; for more information visit NorontTender.ca

 BHP Lonsdale Investments Pty Ltd (" BHP Lonsdale "), a wholly owned subsidiary of BHP, and Noront Resources Ltd. (TSXV: NOT) (" Noront ") announced today that BHP has agreed to increase its all-cash offer for Noront shares to C$0.75 per share (the " Offer ").

The Noront Board, considering the superior C$0.75 per share cash purchase price in the amended Offer, has determined that the proposal from Wyloo Metals Pty Ltd. (" Wyloo "), at a price of C$0.70 per share, has ceased to be a "superior proposal", and recommends the Noront shareholders tender their shares to the BHP Offer.

Shareholders have until 11:59 p.m. (Toronto Time) on November 9, 2021 to accept the increased Offer and tender their shares.

Improved Premium & Highest All-Cash Offer Available to Shareholders

BHP's increased Offer of C$0.75 per Noront share is superior to other offers available to Noront and its shareholders. BHP had the option to match Wyloo and elected to exceed Wyloo's proposal by C$0.05. BHP's increased offer delivers compelling value to Noront shareholders:

213% premium over Noront's unaffected price of C$0.24 1

36% premium over BHP's previous offer of C$0.55 per share

7% premium over Wyloo's latest offer of C$0.70 per share

BHP Chief Development Officer, Johan van Jaarsveld, said: "Our increased offer of C$0.75 per share provides a compelling premium for Noront shareholders and is available to shareholders now. Our offer provides shareholders with the value inherent in Noront's portfolio of projects, including the Eagle's Nest project, delivering shareholders who accept our offer certainty of value and immediate liquidity."

1 On May 21, 2021, the last trading day prior to Wyloo's first publicly announced intention to make an offer for Noront at C$0.315 per share.

Certainty of Value Today; Protection from Execution & Dilution Risk

The Offer provides 100% cash consideration for Noront shares, providing Noront shareholders with certainty of value now while removing financing, market, regulatory and execution risks to Noront shareholders.

BHP recognizes that delivering Noront's portfolio of projects in the Ring of Fire is expected to take many years, require significant capital investment, development of remote infrastructure, and management of numerous stakeholders. There is no certainty that shareholders remaining invested in Noront will ever realize the value for their shares offered by BHP in cash today.

Noront and BHP believe that the Offer provides Noront shareholders with the value inherent in Noront's portfolio of projects without the long-term risks associated with the development and execution of those projects. Noront CEO, Alan Coutts, said: "This transaction provides a premium to Wyloo's offer, and delivers certainty of value to Noront shareholders via an all-cash offer. Noront's Board of Directors determined that BHP's improved offer is in the best interests of the company and its shareholders and recommends Noront shareholders tender their shares to the BHP offer."

Noront's Board of Directors, with input from its financial and legal advisors and the Special Committee, determined the improved offer is fair, from a financial point of view, to Noront shareholders (other than BHP Lonsdale and its affiliates).

The BHP Offer Does Not Require Wyloo's Support

Wyloo's support of the transaction is not required in order for the Offer to be successful. In order for Noront shareholders to receive the C$0.75 all-cash offer price for their shares, at least 50% of shares not owned by BHP must be tendered. Only those who tender their shares will receive the cash consideration of C$0.75 per share. If shareholders other than Wyloo support the Offer and tender their shares, the Offer will succeed.

BHP Chief Development Officer, Johan van Jaarsveld, said: "Now is the time for shareholders to decide if they want to tender to our improved offer and crystallize the compelling and full value it represents."

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 will be mailed shortly to Noront shareholders and will be 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 .

Tender   by 11:59 p.m. (Toronto time) on November 9, 2021

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.
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

About BHP
BHP is a world-leading global resources company. We extract and process minerals, oil and gas, with 80,000 employees and contractors, primarily in Australia and the Americas. Our products are sold worldwide, with sales and marketing led through Singapore and Houston, United States. Our global headquarters are in Melbourne, Australia. Our Potash head office is in Saskatoon and our head office for metals exploration is in Toronto.

Our corporate purpose is to bring people and resources together to build a better world. Our strategy is to create value by growing our exposure to a portfolio of world-class, expandable assets in future-facing commodities. We create value for our stakeholders and the communities where we operate by focusing on safety, sustainability, innovation and exceptional performance.

BHP has a strong track record in Canada
BHP has a strong track record of mining development and investment in Canada over several decades. We have invested in diamonds, potash, exploration, Carbon Capture and Storage (CCS) research, and in environmental preservation through the BHP Foundation in Canada's boreal forest. We have built strong relationships with communities and stakeholders throughout our history in Canada. Earlier this year, BHP approved US$5.7 billion in investment for its Jansen project, for what stands to be one of the world's largest, most modern potash mines and a significant economic driver for Saskatchewan.
www.bhp.com

Contact details

BHP

Media Relations



Email: media.relations@bhp.com
Investor Relations



Email: investor.relations@bhp.com
Australia and Asia



Gabrielle Notley
Tel: +61 3 9609 3830 Mobile: +61 411 071 715



Europe, Middle East and Africa



Neil Burrows
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683



Americas



Judy Dane
Tel: +1 713 961 8283 Mobile: +1 713 299 5342
Australia and Asia



Dinesh Bishop
Mobile: + 61 407 033 909



Europe, Middle East and Africa



James Bell
Tel: +44 2078 027 144 Mobile: +44 7961 636 432



Americas



Brian Massey
Tel: +1 713 296 7919 Mobile: +1 832 870 7677

Noront

Media Relations Investor Relations
Ian Hamilton
Tel: +1 (905) 399 6591
ihamilton@longviewcomms.ca



Janice Mandel
Tel: +1 (647) 300 3853
janice.mandel@stringcom.com
Greg Rieveley
Tel: +1 (416) 367 1444
greg.rieveley@norontresources.com

Forward looking statements

Certain statements contained in this press release contain "forward-looking information" within the meaning of applicable securities laws and are prospective in nature. Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

Forward-looking statements include, but are not limited to, statements regarding: the Offer, including the anticipated timing, mechanics, funding, completion, settlement, results and effects of the Offer; reasons to accept the Offer; and the value inherent in Noront's portfolio of projects, including the Eagle's Nest project.

Although BHP Western Mining Resources International Pty Ltd (the "Offeror"), BHP Lonsdale and Noront believe that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of the Offeror, BHP Lonsdale and Noront that the Offer will be successful, that all required regulatory consents and approvals will be obtained and all other conditions to completion of the transaction will be satisfied or waived, and the ability to achieve goals. The Offeror, BHP Lonsdale and Noront caution that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of the Offeror, BHP Lonsdale or Noront, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by the Offeror, BHP Lonsdale or Noront will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Noront, the Offeror or BHP Lonsdale, or their respective future results and performance.

Forward-looking information and statements in this press release are based on the Offeror's, BHP Lonsdale's and Noront's beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Offeror, BHP Lonsdale and Noront disavow and disclaim any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Offeror or any of its affiliates or Noront.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.



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First Atlantic Nickel to Attend Benchmark Mineral Intelligence's GIGA USA 2025 Conference, Highlighting Atlantic Nickel Project's Smelter-Free Processing for North America's Critical Minerals Supply Chain

First Atlantic Nickel Corp. (TSXV: FAN) (OTCQB: FANCF) (FSE: P21) ("First Atlantic" or the "Company") is pleased to announce its participation at the Benchmark Mineral Intelligence GIGA USA 2025 conference, taking place June 3-4, 2025, in Washington, DC. The Company will participate in strategic meetings during this critical mineral conference to demonstrate how its Atlantic Nickel Project addresses the growing need for nickel mining that can be completely processed in North America. The Atlantic Nickel Project contains nickel in the form of awaruite, a naturally occurring, sulfur-free, highly magnetic mineral with approximately 75% nickel content. These unique properties enable direct processing through magnetic separation and flotation, eliminating reliance on foreign overseas smelting or roasting operations. This simplified mineral processing method significantly lowers energy requirements and reduces environmental impacts, strengthening the development of a resilient, domestic critical minerals supply chain.

The GIGA USA conference brings together key players from across the critical minerals sector for two days of networking, dealmaking, and policy discussions. Attendees include major automakers such as Tesla, Ford, General Motors, Rivian, Mercedes-Benz, and Volkswagen; battery manufacturers like LG Energy Solutions, Samsung SDI, and Panasonic Energy; and global mining companies including Rio Tinto, Vale, Glencore, South32, and Anglo American. Government representatives from the U.S. Department of Energy, U.S. Department of Commerce, U.S. Department of Defense, U.S. Department of State, the Government of Quebec, the Embassy of Canada, and the Delegation of the European Union will also attend. Conference topics will address the expansion of the United States' lithium-ion battery gigafactory industry and the need to establish secure, sustainable supply chains for critical raw materials, including lithium, nickel, graphite, cobalt, manganese and rare earth elements.

The conference addresses key areas of focus including strengthening the U.S. critical minerals supply chain through domestic production and expanded gigafactory capacity, examining policy and trade impacts, such as the Inflation Reduction Act (IRA), and enhancing national security through critical mineral independence. The conference will also focus on investment and financing opportunities for next-generation mining projects, innovations in battery technology and sustainability, and the importance of global collaboration and strategic partnerships.

The Company's Atlantic Nickel Project offers a secure and reliable solution for domestic nickel production. By leveraging awaruite's sulfur-free composition, high nickel content and magnetic properties, the project enables simple processing through magnetic separation and flotation without the need for secondary processing such as smelting or roasting. Unlike traditional nickel sulfide and laterite projects that undergo energy-intensive processes creating harmful waste and emissions, awaruite's metallurgical properties enable complete domestic nickel production while eliminating reliance on overseas processing. The lower energy requirements and sulfur-free nature of awaruite result in a reduced carbon and environmental footprint. The Company remains committed to strengthening North American critical minerals supply chains, with the Atlantic Nickel Project positioned to provide a secure, reliable nickel source for North American industries including electric vehicles, batteries, defense, and stainless steel manufacturing.

Conference Meeting Requests

First Atlantic welcomes the opportunity to meet with strategic partners, shareholders and investors during the GIGA USA 2025 conference. Interested parties are encouraged to contact Rob Guzman at rob@fanickel.com or by phone at 844-592-6337 to arrange meetings. The conference takes place June 3-4, 2025 in Washington, DC.

Phase 2 Drilling Update

The Phase 2 drilling program is currently underway and successfully expanding the awaruite mineralization identified in multiple drill holes during the Phase 1 campaign. Technical improvements, including optimized HQ/NQ drill configurations and enhanced drill bit selection, have enabled the current program to reach greater depths than previously achieved. The Company anticipated providing updates on the Phase 2 drill holes in the coming weeks.

For further information, questions, or investor inquiries, please contact Rob Guzman at First Atlantic Nickel by phone at +1-844-592-6337 or via email at rob@fanickel.com

Corporate Update

The Company also announces that on May 21, 2025 it closed the definitive agreement dated May 6, 2025 (the "Purchase Agreement") to acquire a 100% interest in eight mineral licenses totaling approximately 3,350 hectares. These licenses are strategically located around the Company's Atlantic Nickel Project in central Newfoundland, in the Cold Spring Pod and Coy Pond areas. Under the terms of the Purchase Agreement, the Company has issued 1,000,000 Shares at a deemed price of $0.205 per Share. These Shares are subject to a statutory hold period of four months and one day, in accordance with applicable Canadian securities laws. And further to its May 6, 2025 news release, it closed the previously announced settlement agreement (the "Settlement Agreement") on May 22, 2025, to settle outstanding obligations totaling $202,950 owed to an arm's length creditor (the "Creditor") related to accounting services provided under a consulting agreement dating back to 2017. Pursuant to the Settlement Agreement, the Company has issued an aggregate of 312,500 common shares (each, a "Share") at a deemed price of $0.32 per Share. These Shares will be released in three equal tranches over a 12-month period and are subject to a statutory hold period of four months and one day, in accordance with applicable Canadian securities laws.

Awaruite (Nickel-iron alloy Ni₂Fe, Ni₃Fe)

Awaruite, a naturally occurring sulfur-free nickel-iron alloy composed of Ni₃Fe or Ni₂Fe with approximately ~75% nickel content, offers a proven and environmentally safe solution to enhance the resilience and security of North America's domestic critical minerals supply chain. Unlike conventional nickel sources, awaruite can be processed into high-grade concentrates exceeding 60% nickel content through magnetic processing and simple floatation without the need for smelting, roasting, or high-pressure acid leaching 1 . Beginning in 2025, the US Inflation Reduction Act's (IRA) $7,500 electric vehicle (EV) tax credit mandates that eligible clean vehicles must not contain any critical minerals processed by foreign entities of concern (FEOC) 2 . These entities include Russia and China, which currently dominate the global nickel smelting industry. Awaruite's smelter-free processing approach could potentially help North American electric vehicle manufacturers meet the IRA's stringent critical mineral requirements and reduce dependence on FEOCs for nickel processing.

The U.S. Geological Survey (USGS) highlighted awaruite's potential, stating, "The development of awaruite deposits in other parts of Canada may help alleviate any prolonged shortage of nickel concentrate. Awaruite, a natural iron-nickel alloy, is much easier to concentrate than pentlandite, the principal sulfide of nickel." 3 Awaruite's unique properties enable cleaner and safer processing compared to conventional sulfide and laterite nickel sources, which often involve smelting, roasting, or high-pressure acid leaching that can release toxic sulfur dioxide, generate hazardous waste, and lead to acid mine drainage. Awaruite's simpler processing, facilitated by its amenability to magnetic processing and lack of sulfur, eliminates these harmful methods, reducing greenhouse gas emissions and risks associated with toxic chemical release, addressing concerns about the large carbon footprint and toxic emissions linked to nickel refining.

First Atlantic Nickel Corp.

Figure 1: Quote from USGS on Awaruite Deposits in Canada

The development of awaruite resources is crucial, given China's control in the global nickel market. Chinese companies refine and smelt 68% to 80% of the world's nickel 4 and control an estimated 84% of Indonesia's nickel output, the largest worldwide supply 5 . Awaruite is a cleaner source of nickel that reduces dependence on foreign processing controlled by China, leading to a more secure and reliable supply for North America's stainless steel and electric vehicle industries.

Investor Information

The Company's common shares trade on the TSX Venture Exchange under the symbol " FAN ", the American OTCQB Exchange under the symbol " FANCF " and on several German exchanges, including Frankfurt and Tradegate, under the symbol " P21 ".

Investors can get updates about First Atlantic by signing up to receive news via email and SMS text at www.fanickel.com . Stay connected and learn more by following us on these social media platforms:

https://x.com/FirstAtlanticNi

https://www.facebook.com/fanickelcorp

https://www.linkedin.com/company/firstatlanticnickel/

FOR MORE INFORMATION:
First Atlantic Investor Relations
Robert Guzman
Tel: +1 844 592 6337
rob@fanickel.com

Disclosure

Adrian Smith, P.Geo., a director and the Chief Executive Officer of the Company is a qualified person as defined by NI 43-101. The qualified person is a member in good standing of the Professional Engineers and Geoscientists Newfoundland and Labrador (PEGNL) and is a registered professional geoscientist (P.Geo.). Mr. Smith has reviewed and approved the technical information disclosed herein.

About First Atlantic Nickel Corp.

First Atlantic Nickel Corp. (TSXV: FAN) (OTCQB: FANCF) (FSE: P21) is a Canadian mineral exploration company developing the 100%-owned Atlantic Nickel Project, a large-scale nickel project strategically located near existing infrastructure in Newfoundland, Canada. The Project's nickel occurs as awaruite, a natural nickel-iron alloy containing approximately 75% nickel with no-sulfur and no-sulfides. Awaruite's properties allow for smelter-free magnetic separation and concentration, which could strengthen North America's critical minerals supply chain by reducing foreign dependence on nickel smelting. This aligns with new US Electric Vehicle US IRA requirements, which stipulate that beginning in 2025, an eligible clean vehicle may not contain any critical minerals processed by a FEOC (Foreign Entities Of Concern) 6 .

First Atlantic aims to be a key input of a secure and reliable North American critical minerals supply chain for the stainless steel and electric vehicle industries in the USA and Canada. The company is positioned to meet the growing demand for responsibly sourced nickel that complies with the critical mineral requirements for eligible clean vehicles under the US IRA. With its commitment to responsible practices and experienced team, First Atlantic is poised to contribute significantly to the nickel industry's future, supporting the transition to a cleaner energy landscape. This mission gained importance when the US added nickel to its critical minerals list in 2022, recognizing it as a non-fuel mineral essential to economic and national security with a supply chain vulnerable to disruption.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements:

This news release may include "forward-looking information" under applicable Canadian securities legislation. Such forward-looking information reflects management's current beliefs and are based on a number of estimates and/or assumptions made by and information currently available to the Company that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information.

Forward-looking information in this news release includes, but is not limited to: statements regarding: the timing, scope and results of the Company's Phase 1 and Phase 2 work and drilling programs; future project developments; the Company's objectives, goals, and future plans; statements and estimates of market conditions; the viability of magnetic separation as a low-impact processing method for awaruite; the strategic and economic implications of the Company's projects   ; and expectations regarding future developments and strategic plans;   Readers are cautioned that such forward-looking information are neither promises nor guarantees and are subject to known and unknown risks and uncertainties including, but not limited to, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, actual results of exploration activities, environmental risks, future prices of base and other metals, operating risks, accidents, labour issues, delays in obtaining governmental approvals and permits, and other risks in the mining and clean energy industries. Additional factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on http://www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

The Company is presently an exploration stage company. Exploration is highly speculative in nature, involves many risks, requires substantial expenditures, and may not result in the discovery of mineral deposits that can be mined profitably. Furthermore, the Company currently has no mineral reserves on any of its properties. As a result, there can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information, except as required by applicable securities laws.

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Nickel Outlook: World Edition

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First Atlantic Nickel Extends Strike Length of RPM Zone Discovery by 400 Meters, Intersecting .23% Nickel Over 396 Meters in Fourth Drill Hole

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