- BHP elects not to exercise its right to match; Support Agreement with BHP terminated
- Improved Wyloo Metals offer of C$1.10 in cash per share represents a 358% premium to Noront’s unaffected closing price on May 21, 2021 and a 47% premium to BHP’s C$0.75 per share offer
- Wyloo Metals’ offer also provides shareholders with the option of retaining some or all of their shares in Noront
- Noront’s Board of Directors unanimously supports transaction with Wyloo Metals
TORONTO and PERTH, Australia, Dec. 22, 2021 (GLOBE NEWSWIRE) — Noront Resources Ltd. (“Noront” or the “Company”) (TSXV: NOT) and Wyloo Metals Pty Ltd (“Wyloo Metals”) are pleased to announce that they have entered into a binding arrangement agreement (the “Arrangement Agreement”), pursuant to which Wyloo Metals has agreed to acquire up to all of the outstanding common shares of the Company (each, a “Common Share”) that it does not already own, directly or indirectly, for cash consideration of C$1.10 per Common Share by way of a statutory plan of arrangement under the Business Corporation Act (Ontario) (the “Arrangement”). This announcement follows the waiver by BHP Western Mining Resources International Pty Ltd (“BHP”) of its right to match, as described below.
Noront’s Board of Directors, on the basis of the unanimous recommendation of Noront’s Special Committee comprised of independent directors, and after receiving advice from its financial and legal advisors, unanimously approved the Arrangement and will recommend that shareholders of Noront vote in favour of the Arrangement.
The cash consideration of C$1.10 per Common Share offered under the Arrangement represents an approximate 358% premium to the unaffected closing price of the Common Shares on May 21, 2021 and an approximate 47% premium to the cash offer of C$0.75 per Common Share made by BHP on October 19, 2021.
Alan Coutts, Chief Executive Officer of Noront, commented: “We are pleased to have a binding agreement with Wyloo Metals. The offer price of C$1.10 per share represents a significant premium to the unaffected price of Noront’s common shares and the improved BHP offer, and a great outcome for the shareholders of Noront following a lengthy process. Noront’s Board of Directors and management wish to thank shareholders for their support and patience over the last several months.”
Luca Giacovazzi, Head of Wyloo Metals, commented: “We are very pleased to have reached an agreement with Noront that provides shareholders with an opportunity to crystallise real and immediate value, alongside an option to participate in the Company’s future. The journey to realise the full potential of the Ring of Fire will require patience, determination and respectful consultation with First Nation communities, federal and provincial governments, and regional stakeholders. We look forward to the work ahead of us.”
For the rest of this news release: https://www.globenewswire.com/news-release/2021/12/22/2357095/0/en/UPDATE-Noront-and-Wyloo-Metals-Enter-Into-Binding-Agreement-for-Previously-Announced-Acquisition-of-Noront-for-C-1-10-per-Share.html