Wyloo Metals Pty Ltd ("Wyloo Metals") is pleased to announce it has reached an agreement with Noront Resources Ltd. (TSXV:NOT) ("Noront") and formalized its offer to Noront shareholders as part of a comprehensive strategy to develop the Ring of Fire as a world-class Future Metals Hub.
Wyloo Metals' superior offer is distinguished by several factors including offering shareholders true optionality alongside a superior cash offer. Pursuant to a statutory Plan of Arrangement under the Business Corporation Act (Ontario), each Noront shareholder will be given the option of (i) accepting cash consideration of Cdn$0.70 per share for some or all of their shares, and (ii) continuing to participate in Noront's unrealized potential by remaining as a shareholder (the "Wyloo Offer").
Wyloo Metals' strategy will also see Noront revitalized under the leadership of a world-class Board of Directors led by Dr. Andrew Forrest AO, who has an unparalleled track record in the development of remote mining projects and a proud and continuing legacy of partnering with Indigenous and local communities. Dr. Forrest led Fortescue Metals Group (ASX: FMG) from a junior mining exploration company to one of the world's largest mining companies.
Battery and hydrogen technologies are unleashing the full potential of renewable energy by making it available when and where it is required. These technologies, and the critical metals that they are built from, will positively impact future generations in ways we cannot yet imagine.
The Ring of Fire is home to expansive deposits of these metals and is ideally located near downstream markets, presenting a once-in-a-generation opportunity to transform Canada into a critical metals powerhouse.
Only Wyloo Metals' offer provides shareholders with the opportunity to share in that journey.
THE WYLOO OFFER IS SUPERIOR
There are four aspects of the Wyloo Offer that make it superior to the offer made by BHP Western Mining Resources International Pty Ltd ("BHP"):
- True optionality for Noront shareholders
The underlying mineral value of the Ring of Fire is immense and, when developed, will support a multi-generational, critical metal mining district.
Rather than forcing an all-or-nothing outcome upon Noront shareholders, the Wyloo Offer is a flexible proposal that allows shareholders to elect their preferred level of retained exposure to the immense future value of the Ring of Fire, while also providing an option to crystallize immediate cash value.
- A superior offer price
The Noront Board of Directors has unanimously determined that the Wyloo Offer is superior. Consideration of Cdn$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 the BHP offer of Cdn$0.55 in cash per share.
- Greater deal certainty
Noront shareholders holding an aggregate of 10.3% of Noront's common shares on a fully diluted basis, including certain Noront directors and senior management, will enter into lock-up agreements under which they agree to vote in support of the Plan of Arrangement. Together with Wyloo Metals, holders of 45.7% of Noront's common shares on a fully diluted basis are supportive of the Wyloo Offer.
Wyloo Metals does not intend to support any alternate offers for Noront. Without the support of Wyloo Metals' 37.2% direct interest in Noront, a competing plan of arrangement cannot be successful and a competing take-over bid will be unlikely to meet any minimum tender condition.
- A world-class Board of Directors
Noront will be revitalized under the leadership of a new Board of Directors, featuring some of the world's most experienced mining leaders who are committed to deliver Noront's true potential to its shareholders.
Wyloo Metals is the only bidder that can deliver this unique combination of benefits to Noront shareholders.
The Ring of Fire is a long-term mining district with a present-day value that is impossible to accurately quantify. Only the Wyloo Offer can provide Noront shareholders with comfort in the knowledge that they have received sufficient optionality and value for their ownership of Canada's next great mineral hub."
Luca Giacovazzi, Head of Wyloo Metals
Completion of the Wyloo Offer is expected to occur in December 2021. The Wyloo Offer is subject to BHP's right to match period of 5 business days.
Wyloo Metals has engaged Maxit Capital LP to act as its financial advisor and McCarthy Tétrault LLP to act as its legal advisor. Shorecrest Group has also been engaged to act as Wyloo Metals' strategic communications advisor and proxy solicitation and information agent.
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ABOUT WYLOO METALS
Wyloo Metals is the metals and mining subsidiary of Tattarang, one of Australia's largest private investment groups. Led by a multidisciplinary team of geologists, engineers and financial professionals, Wyloo Metals manages a diverse portfolio of exploration and development projects and cornerstone interests in a number of public and private companies. Wyloo Metals seeks to work closely with all stakeholders to accelerate projects through the development cycle while meeting the highest international environmental, social and governance standards. See more at: www.wyloometals.com.
Wyloo Canada Holdings Pty Ltd ("Wyloo Canada"), a wholly owned subsidiary of Wyloo Metals, currently holds an aggregate of 208,434,427 common shares of Noront, representing approximately 37.24% of the outstanding common shares of Noront. Wyloo Canada also holds warrants ("Noront Warrants") to acquire 1,774,664 common shares of Noront at an exercise price of Cdn$0.35 per share. If the Noront Warrants are also fully exercised, Wyloo Canada would hold 210,209,091 common shares of Noront, representing approximately 37.43% of the outstanding common shares of Noront on a partially diluted basis.
Some of the statements in this press release may be forward looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. Wyloo Metals does not make any representation or warranty, express or implied, as to the accuracy, completeness or updated status of such statements. Therefore, in no case whatsoever will Wyloo Metals and its affiliate companies be liable to anyone for any decision made or action taken in connection with the information and/or statements in this press release or for any related damages.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under Noront's profile on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of such report may be obtained by contacting Wyloo Metals at email@example.com. The address of Wyloo Metals is PO Box 3155, Broadway Nedlands, WA 6009 Western Australia.