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Fortescue Metals Group/Wyloo Metals

NEWS RELEASE: Noront Responds to Wyloo’s Non-binding Indication of Interest (August 31, 2021)

TORONTO, Aug. 31, 2021 (GLOBE NEWSWIRE) — Noront Resources Ltd. (“Noront” or the “Company”) (TSXV: NOT) acknowledges receipt on August 30, 2021 of a non-binding letter from Wyloo Metals (“Wyloo”). The letter describes Wyloo’s interest in potentially acquiring all of the common shares of Noront that Wyloo does not currently own, subject to a number of conditions, including due diligence, and negotiating and executing a definitive arrangement agreement.

Responding to the Wyloo Proposal

Noront is party to a July 27, 2021 support agreement with BHP Western Mining Resources International Pty Ltd (“BHP”) and its parent, BHP Lonsdale Investments Pty Ltd (the “Support Agreement”), under which Noront agreed to support an offer by BHP to acquire all of the outstanding common shares of Noront that BHP does not already own (the “BHP Offer”). As is customary, the Support Agreement defines the circumstances in which Noront is permitted to engage with, and provide confidential information to, another party that makes a proposal to acquire the common shares of Noront.

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OPINION: Forrest and BHP go to war over a company no one has ever heard of – by Elizabeth Knight (Brisbane Times – August 31, 2021)

https://www.brisbanetimes.com.au/

BHP versus Andrew Forrest was once a David and Goliath fight confined to the Pilbara. Today the battle between the two titans of iron ore, has moved to the far reaches of Northern Canada and the quarry they both seek is a nickel company no one has ever heard of.

So small and financially embattled is Noront Resources, that nine months ago it was worth just around $70 million dollars – little more than the petty cash held in the head offices of BHP and Forrest’s Fortescue.

Thanks to the bidding war between Forrest and BHP, Noront is now capitalised at $380 million and counting. Forrest lifted his offer this week to C70 cents per share – trumping BHP’s C55 cents.

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Wyloo hikes bid for Ring of Fire explorer Noront Resources, trumps BHP offer – by Naill McGee (Globe and Mail – August 31, 2021)

https://www.theglobeandmail.com/

Wyloo Metals Pty Ltd. has bumped up its offer for Noront Resources Ltd., trumping BHP Group Ltd.’s bid, and in a highly unusual move is proposing to keep the struggling Ring of Fire exploration company as a publicly traded entity.

Since May, Toronto-based Noront has been the subject of a takeover tussle between Australian private equity firm Wyloo and BHP, the world’s biggest mining company, which is also based in Australia.

Both are extremely well funded. BHP’s market valuation is US$165-billion. Wyloo is backed by Andrew Forrest, founder and chair of Fortescue Metals Group, and one of the richest individuals in Australia.

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Chanticleer: Forrest won’t let BHP snatch his nickel prize – by James Thomson (Australian Financial Review – August 31, 2021)

https://www.afr.com/

Mining billionaire Andrew Forrest has hit back at BHP in their battle for a Canadian nickel explorer with big dreams and big challenges.

He might have a $27.5 billion fortune and a $2.35 billion dividend cheque coming from Fortescue Metals Group, but Andrew Forrest still has plenty of the underdog mentality that’s marked his career.

So having watched BHP waltz in and try to pinch Canadian nickel junior Noront Resources out from under him, Forrest was never going to take things lying down.

On Monday night, he launched a fresh bid for the Canadian business, beating BHP’s offer of C55¢ a share with a C70¢ pitch – and throwing in a history lesson to boot.

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Wyloo Metals wants to sweep the board clean at Noront Resources – by Ian Ross (Northern Ontario Business – August 30, 2021)

https://www.northernontariobusiness.com/

Australian miner boosts offer to Noront shareholders as take-over battle with BHP continues

The Ring of Fire is now a hands-on project for Australian mining magnate Andrew Forrest. Wyloo Metals, a subsidiary company of Forrest’s Tattrarang private investment outfit, is promising new leadership to bring the promise of the James Bay mineral belt to reality as part of its takeover bid of Noront Resources.

In its latest pitch to Noront investors, Perth-headquartered Wyloo wants to clean house at Noront and appoint Forrest as chair of a new board of directors.

While in the early stages of a bidding war with rival BHP, Wyloo issued a new acquisition offer to Noront shareholders on Aug. 30 to acquire the Toronto junior miner’s assets in the remote mineral belt 500 kilometres north of Thunder Bay.

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NEWS RELEASE: Wyloo Proposes Offer to Participate in Noront’s Future Under New Leadership, While Offering Attractive Cash Alternative (Wyloo Metals – August 30, 2021)

PERTH, Australia, Aug. 30, 2021 (GLOBE NEWSWIRE) —

  • Wyloo Metals’ proposal will provide each Noront shareholder with the option of either accepting a superior price for their shares or participating in Noront’s growth potential by remaining as a shareholder
  • Noront shareholders have a unique opportunity to participate in Canada’s next great mineral hub led by Dr. Andrew Forrest AO, the Founder and Chairman of Fortescue Metals Group (ASX:FMG), who intends to replicate his success at Fortescue with Noront’s Ring of Fire assets
  • 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 BHP’s Cdn$0.55 per share take-over bid price1

Wyloo Metals Pty Ltd (“Wyloo Metals”) has today submitted a proposal (the “Acquisition Proposal”) to the Board of Noront Resources Ltd. (TSXV:NOT) (“Noront” or the “Company”) as part of a comprehensive strategy to rebuild the Company and unlock the future of the Ring of Fire. Under its Acquisition Proposal, Wyloo Metals will provide each Noront shareholder with the option of either participating in Noront’s growth potential by remaining as a holder under a new and proven leadership team, or accepting a superior price for some or all of their shares.

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BHP’s Noront bid hits impasse as Wyloo won’t budge – by Staff (Mining.com – August 19, 2021)

https://www.mining.com/

Wyloo Metals, the top shareholder of Noront Resources (TSXV: NOT), said on Thursday that it does not intend to support or tender the offer made by BHP to acquire Noront, and is considering making a “superior” offer to acquire the remaining stake in the Canadian nickel miner.

Noront is owner of the early-stage Eagle’s Nest nickel-copper deposit in northern Ontario’s Ring of Fire district. It has been billed by Wyloo as the largest high-grade nickel discovery in Canada since the Voisey’s Bay nickel find in Newfoundland and Labrador, with an initial mine life of 11 years.

In late July, BHP announced its offer to buy the Noront at a price of C$0.55 per share for a total value of C$325 million, which represented a premium of 129% based on the stock’s closing price on the day before Wyloo’s proposal two months earlier.

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NEWS RELEASE: Wyloo Metals does not support BHP’s offer to acquire Noront Resources (August 19, 2021)

PERTH, Australia, Aug. 19, 2021 (GLOBE NEWSWIRE) —

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.

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Noront Resources’ board likes what BHP has to offer – by Staff (Northern Ontario Business – August 10, 2021)

https://www.northernontariobusiness.com/

Environmental groups claim Ring of Fire mine developer is hiding something, wants OSC to investigate

Ring of Fire mine developer Noront Resources is urging its shareholders to accept BHP Group’s offer to buy its nickel, copper and chromite properties in Ontario’s Far North.

BHP, one of the world’s largest mining companies, entered the picture in late July with a cash offer of $325 million, or $0.55 cents a share, to best a hostile insider takeover offer made by its Australian rival Wyloo, Noront’s biggest shareholder at 25 per cent. Wyloo is owned by Australian mining magnate Andrew Forrest.

In a mere formality, Noront said it has filed a directors’ circular recommending its shareholders accept the BHP offer. Noront’s board of directors said it represents a 129 per cent higher premium than where Noront’s shares were trading before Wyloo made its unsolicited bid at the end of May, and is 75 per cent higher than $0.315 share offer proposed by Wyloo.

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BHP and Forrest may be better together on nickel play (Australian Financial Review – July 28, 2021)

https://www.afr.com/

BHP might have trumped Andrew Forrest’s bid for a Canadian nickel miner, but there’s no reason the pair can’t form a partnership on this project.

The prospect of iron ore titans Andrew Forrest and BHP duking it out over a Canadian nickel junior is obviously delicious. But the rational move is for the old foes to get into bed together on what both clearly see as a great opportunity amid a broader rush for battery minerals.

BHP announced on Tuesday night a $C325 million ($351 million) bid for Noront, which has a highly rated nickel project called Eagle’s Nest in Ontario’s Ring of Fire region (how Game of Thrones is that?) some 1200 kilometres north of Toronto.

The Big Australian’s bid, which has the support of the Noront executive team (which owns 9.9 per cent of the company), is pitched at a 75 per cent premium to the takeover bid by Forrest’s Wyloo Metals in May.

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BHP strikes friendly deal to buy Ring of Fire explorer Noront for $325-million – by Niall McGee (Globe and Mail – July 28, 2021)

https://www.theglobeandmail.com/

BHP Group Ltd. has reached a friendly agreement to acquire Ring of Fire explorer Noront Resources Ltd. for $325-million, trumping an earlier unsolicited approach from Australian private equity firm Wyloo Metals Pty Ltd.

Melbourne-based BHP said it intends to pay 55 cents a share in cash for Toronto-based Noront, 69-per-cent higher than the company’s closing price on the TSX Venture Exchange on Monday. The offer is also significantly higher than the $0.315-a-share proposal made by Wyloo, currently Noront’s largest shareholder, in May.

The Ring of Fire, situated 550 kilometres northeast of Thunder Bay in the James Bay Lowlands in Ontario’s Far North, has had an almost mythical hold on the Canadian mining industry for more than a decade, but so far no company has succeeded in building any mines in the region.

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Australian company BHP makes takeover bid for Canada’s Noront Resources (CBC Thunder Bay – July 27, 2021)

https://www.cbc.ca/news/canada/thunder-bay/

Another Australian company is moving forward with a takeover bid for Noront Resources, with a cash offer for all outstanding and issued shares of the Canadian company.

Noront’s board of directors is recommending shareholders accept the offer from BHP, which would pay 55 cents cash for each share.

This is the second Noront takeover bid by an Australian company this year. In May, Wyloo Metals offered 31.5 cents cash for Noront shares.

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BHP swoops on Canadian nickel miner, trumping Forrest – by Thomas Biesheuvel (Bloomberg News – July 27, 2021)

https://www.bnnbloomberg.ca/

BHP Group agreed to buy Noront Resources Ltd. to add a nickel project in Canada, trumping a bid by Australian mining magnate Andrew Forrest, as the world’s biggest miner accelerates its push into metals poised to benefit from the green-energy transition.

BHP is increasingly gearing its portfolio toward so-called commodities of the future, as investors put greater weight on resource companies’ environmental credentials. The company is in the process of exiting thermal coal and is considering getting out of oil and gas.

At the same time, it’s putting greater emphasis on metals like copper and nickel, needed to support the green revolution. Last week it sealed a nickel supply agreement with Tesla Inc. and is expected to sanction a giant potash project later this year.

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News Release: Wyloo Metals confirms its intention to convert loan (July 23, 2021)

PERTH, Australia, July 23, 2021 (GLOBE NEWSWIRE) — Wyloo Metals Pty Ltd. (“Wyloo Metals”) is pleased to provide an update in relation to the US$15 million convertible loan (the “Convertible Loan”) provided to Noront Resources Ltd. (TSXV:NOT) (“Noront”).

Intention to convert loan

On December 7, 2020, Wyloo Canada Holdings Pty Ltd (“Wyloo Canada”), a wholly-owned subsidiary of Wyloo Metals, entered into an agreement with Resource Capital Fund V L.P. (“RCF”) to acquire its interests in Noront, including the Convertible Loan. The maturity date of the loan is September 30, 2021 and it is convertible into common shares of Noront at the option of Wyloo Metals at Cdn$0.20 per common share. Wyloo Canada also holds warrants (“Noront Warrants”) to acquire 1,774,664 common shares of Noront at an exercise price of Cdn$0.350 per share.

Wyloo Metals confirms that it intends to convert the Convertible Loan at or before the maturity date into common shares of Noront, rather than seek repayment from Noront in cash.

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Fortescue produces first-ever green iron ore – by Nickolas Zakharia (Australian Mining – July 7, 2021)

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Fortescue Metals Group has produced high-purity green iron ore and trialled ammonia-powered freight as part of its Fortescue Future Industries (FFI) renewable energy and industry initiative.

The initiative aimed to test if there was 100 per cent green energy to manufacture green iron and steel, fertiliser and cement.

According to FFI chief executive officer Julie Shuttleworth, trialling hydrogen, ammonia and battery technology was successful in powering the company’s trains, ship engines, haul trucks and drill rigs.

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