TORONTO, Aug. 09, 2021 (GLOBE NEWSWIRE) — Noront Resources Ltd. (TSXV: NOT) (“Noront” or the “Company”) today announced that it has filed a directors’ circular (the “Directors’ Circular”) in connection with the proposed acquisition of Noront by BHP Western Mining Resources International Pty Ltd (“BHP” or the “Offeror”), a wholly-owned subsidiary of BHP Lonsdale Investments Pty Ltd. (“BHP Lonsdale”).
The Transaction
As announced on July 27, 2021, Noront entered into a definitive Support Agreement pursuant to which BHP has made a take-over bid to acquire all of the issued and outstanding common shares of Noront (the “Noront Shares”) for C$0.55 per Noront Share in cash (the “Offer”). The total equity value of the transaction is C$325 million (based on 100% of the fully diluted shares outstanding).
The cash consideration of C$0.55 per Noront Share (the “Offer Price”) represents a premium of 129% to Noront’s unaffected closing price of C$0.24 on May 21, 2021, the last trading day prior to the date that Wyloo Metals Pty Ltd. (“Wyloo”) first publicly announced its intention to make an offer for Noront, and is C$0.235 per share, or 75%, higher than the C$0.315 per share proposed by Wyloo in its announcement on May 25, 2021.
For further details relating to the Offer, please refer to BHP’s take-over bid circular in respect of the Offer dated July 27, 2021, which is available on SEDAR (www.sedar.com) under Noront’s issuer profile and on Noront’s corporate website (www.norontresources.com).
Board Recommendation
The Board of Directors of Noront (the “Board”), acting on the recommendation of the Special Committee, and after evaluating the Offer in consultation with Noront’s legal and financial advisors, has determined that the Offer is fair, from a financial point of view, to Noront shareholders (“Shareholders”) and in the best interests of Noront and its Shareholders. As such, the Board is recommending that Shareholders tender their Noront Shares and accept the Offer.
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