Wyloo Metals Pty Ltd ("Wyloo Metals") provides the following update regarding its intentions in relation to the offer by BHP Western Mining Resources International Pty Ltd ("BHP") to acquire all of the outstanding common shares of Noront Resources Ltd (TSXV:NOT) ("Noront").
Response to BHP's offer
Noront's Ring of Fire land package hosts some of the most prospective mineral deposits in the world. These deposits have the potential to become Canada's next great mineral district, supporting the production of future-facing commodities for multiple generations. Wyloo Metals continues to firmly believe in the immense potential of the Ring of Fire and therefore does not intend to support or tender its Noront shares to BHP's offer.
Wyloo Metals was disappointed that the Noront Board did not seek to meaningfully engage or negotiate with it prior to accepting the BHP offer. Given Wyloo Metals' cornerstone interest of approximately 37.5% (partially diluted) of Noront, the minimum mandatory tender condition for BHP's bid is unlikely to be satisfied without Wyloo Metals' support and a second step acquisition transaction is impossible.
Superior offer by Wyloo Metals
Wyloo Metals would consider proposing a superior offer to acquire the outstanding common shares of Noront it does not already own, should it be provided with access to due diligence. Despite numerous attempts to date, the Noront Board has denied Wyloo Metals from obtaining access to due diligence on reasonable terms for a shareholder with a cornerstone position.
Unfortunately, the total value of any superior offer contemplated by Wyloo Metals must accommodate the Cdn$13 million break fee payable to BHP, which was agreed to by the Noront Board to the direct detriment of Noront's shareholders.
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 111,815,458 common shares of Noront, representing approximately 24.4% of the outstanding common shares of Noront. As previously announced on July 23, 2021, Wyloo Metals intends to convert its US$15 million convertible loan ("Convertible Loan") into common shares of Noront at or before the September 30, 2021 maturity date. At an exchange rate of 0.792 US Dollars per Canadian Dollar 1 , Wyloo Canada would acquire an additional 94,702,494 common shares of Noront upon conversion of its Convertible Loan, following which it would hold 206,517,952 common shares of Noront, representing approximately 37.3% of the outstanding common shares of Noront on a partially diluted basis.
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 208,292,616 common shares of Noront, representing approximately 37.5% 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 take 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 firstname.lastname@example.org. The address of Wyloo Metals is PO Box 3155, Broadway Nedlands, WA 6009 Western Australia.
1 At August 18, 2021.