Noront Reaches Agreement with Wyloo Metals to Acquire Noront for C$0.70 Per Share

  • Noront Board of Directors unanimously determines Wyloo Metals Offer of C$0.70 per share to be a Superior Proposal
  • Proposed consideration of C$0.70 in cash per share represents a 192% premium to Noront's unaffected closing price on May 21, 2021 and a 27% premium to BHP's C$0.55 per share offer
  • BHP has five business days to match Wyloo's offer

Noront Resources Ltd. ("Noront" or the "Company") (TSXV: NOT) today announced it has settled the terms of a proposal from Wyloo Metals Pty Ltd. and Wyloo Canada Holdings Pty Ltd (together, "Wyloo Metals") under which Wyloo Metals would acquire up to 100% of the common shares of Noront for C$0.70 in cash pursuant to a statutory plan of arrangement under the Business Corporation Act (Ontario) (the "Wyloo Offer"). The consideration of C$0.70 in cash per share under the Wyloo Offer represents a 192% premium to Noront's unaffected closing price on May 21, 2021 and a 27% premium to the BHP Western Mining Resources International Pty Ltd ("BHP") C$0.55 per share offer (the "BHP Offer").

Under the proposed arrangement agreement between Noront and Wyloo Metals (the "Arrangement Agreement"), Noront shareholders would be entitled to elect to sell all or a portion of their common shares to Wyloo Metals for C$0.70 per share. Shareholders who opt to retain their Noront common shares would continue as common shareholders in the Company going forward.

The Noront Board of Directors, on the basis of a recommendation from independent directors comprising Noront's Special Committee of the Board of Directors, and supported by advice from external financial and legal advisors, has unanimously determined that the Wyloo Offer constitutes a superior proposal as compared to the outstanding BHP Offer.

Noront CEO, Alan Coutts: "Based on an evaluation by the Special Committee and its advisors, the Noront Board of Directors has determined that Wyloo Metals' proposal represents superior value for our shareholders, compared to the offer by BHP."

BHP Right to Match
Pursuant to the terms of the support agreement among Noront, BHP and BHP Lonsdale Investments Pty Ltd (the "Support Agreement"), once the Company has determined that a superior proposal has been received, BHP has the right, but not the obligation, to offer to amend the terms of the BHP Offer. BHP has five business days from receiving notice of the superior proposal in accordance with the terms of the Support Agreement to negotiate with Noront, should BHP decide to do so, to amend the terms of the existing Support Agreement such that the Wyloo Offer is no longer considered by the Noront Board of Directors to be superior to the amended BHP offer. The Noront Board of Directors will, in good faith, review any such amended offer by BHP in order to determine whether such amendment would result in the Wyloo Offer no longer being a superior proposal when assessed against any such amended BHP offer. If BHP does not exercise its right to match within the period provided for in the Support Agreement, the Support Agreement will be terminated in accordance with its terms and the Arrangement Agreement will be immediately entered into by the Company and Wyloo Metals.

If the Arrangement Agreement is entered into, Wyloo Metals has also agreed to provide a loan to Noront of up to C$23 million (the "Wyloo Loan") to finance, among other things, the termination payment of C$13 million payable to BHP upon the termination of the Support Agreement, as well as other transaction related costs. The term of the Wyloo Loan will be 12 months from completion of the Wyloo transaction, with interest of 5% per annum payable quarterly in either cash or common shares of Noront, at the option of Noront and subject to receiving shareholder approval for the payment of interest in common shares of Noront, and subject to the approval of the TSXV Venture Exchange.

It is expected that, if the Support Agreement is terminated, certain Noront shareholders, including Noront directors and senior management, will enter into lock-up agreements under which they will agree to vote in support of the Wyloo Offer. Wyloo Metals currently holds approximately 37.25% of the Noront common shares.

The terms of the Arrangement Agreement, if executed, will provide that Wyloo Metals will be entitled to a termination payment of C$17 million (equal to approximately 4% of the total equity value of the transaction based on 100% of Noront's fully diluted shares outstanding) if the Arrangement Agreement is terminated in certain circumstances. This termination payment will not be payable if BHP elects to match the Wyloo Offer and Noront and Wyloo Metals therefore do not enter into the Arrangement Agreement.

There is no action for Noront shareholders to take today. If Noront enters into the Arrangement Agreement with Wyloo Metals, additional information will be provided to Noront shareholders in advance of a Special Meeting of Shareholders to vote on the plan of arrangement. The applicable materials will also be available under Noront's profile on SEDAR at www.sedar.com , and on Noront's website at www.norontresources.com . The Company will continue to provide updates as developments warrant.

The entering into of the Wyloo Loan between Wyloo Metals and Noront, is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Wyloo Metals has beneficial ownership of, and control or direction over, directly or indirectly, securities of the Company carrying more than 20% of the voting rights attached to all of Noront's outstanding voting securities. The Company did not file the material change report more than 21 days before the expected completion of the Wyloo Loan as the details of the Wyloo Loan were not settled until shortly prior to the announcement of the Wyloo Loan. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as the Company is not listed on a specified market under MI 61-101. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(f) of MI 61-101.

Advisors
TD Securities Inc. is acting as financial advisor, Bennett Jones LLP is acting as legal counsel and Longview Communications & Public Affairs is acting as communications advisor to Noront.

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  

Contact Information
Media Relations Investor Relations
Ian Hamilton Greg Rieveley
Tel: +1 (905) 399-6591 Tel: +1 (416) 367-1444
ihamilton@longviewcomms.ca greg.rieveley@norontresources.com
Janice Mandel
Tel: +1 (647) 300-3853
janice.mandel@stringcom.com

Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. 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 Wyloo offer; the BHP Offer; and the BHP right to match.

Although Noront believes 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 Special Committee of Noront as of the date hereof. Noront cautions 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 Noront, BHP, BHP Lonsdale Investments Pty Ltd or Wyloo Metals, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Noront will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Noront or its future results and performance.

Forward-looking information and statements in this news release are based on 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 Noront disavows and disclaims 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 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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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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