Noront Receives Arrangement Agreement From Wyloo and Executes Confidentiality Agreement
07 September 2021 - 10:55PM
The Board of Directors of Noront Resources Ltd.
(“
Noront” or the “
Company”)
(TSXV: NOT) acknowledges receipt of a form of Arrangement Agreement
from Wyloo Metals (“
Wyloo”) on the evening of
Friday September 3, 2021 (the "
Arrangement
Agreement"), which provides the terms and conditions of
the potential transaction proposed by Wyloo to acquire all of the
outstanding common shares of Noront for C$0.70 per share.
Noront and its advisors are reviewing the
Arrangement Agreement and the Noront Board and Special Committee
remain focused on fulfilling their fiduciary duties and on
surfacing maximum value for the Noront shareholders. At the current
time, Noront understands that the potential transaction proposed by
Wyloo remains subject to satisfaction of preconditions, including
completion of due diligence. Noront intends to negotiate with Wyloo
directly and constructively, with a view to the best interests of
Noront minority shareholders, as it has always been willing to
do.
Noront confirms it has signed and returned to
Wyloo a Confidentiality Agreement in the form provided by Wyloo,
thus allowing Wyloo the ability to conduct due diligence on the
terms it requested. Noront views the terms and conditions of its
initial confidentiality agreement and of the support agreement with
BHP Western Mining Resources International Pty Ltd
(“BHP”) and its parent, BHP Lonsdale Investments
Pty Ltd (the “Support Agreement”) as entirely in
line with prevailing market practice; however, Noront sought and
received the agreement of BHP to enter into the modified form of
Confidentiality Agreement requested by Wyloo in order to facilitate
completion of due diligence by Wyloo. This consent is required
pursuant to the Support Agreement which requirement is customary
for transactions of this nature.
Noront further confirms that there are no
undisclosed agreements, understandings, payments or other
incentives for Noront’s directors or officers in connection with
the transaction with BHP. Wyloo’s assertions that, among other
things, the exercise of options and share awards by Noront officers
and directors is unusual is simply incorrect. The acceleration
provisions provided in the Support Agreement for the options and
share awards are also customary for a transaction of this nature
and are fully disclosed in the Support Agreement and other public
filings relating to the proposed transaction with BHP. As is
customary, the lock-up agreements BHP entered into with the
directors and officers of Noront will automatically terminate if
the Support Agreement is terminated in accordance with its terms,
including if Noront terminates the Support Agreement to accept a
superior proposal.
Noront looks forward to providing its
shareholders with updates in respect of the transaction proposed by
Wyloo in due course.
About Noront Resources
Noront Resources Ltd. is focused on the
development of its high-grade Eagle’s Nest nickel, copper, platinum
and palladium deposit and the world class chromite deposits
including Blackbird, Black Thor, and Big Daddy, all of which are
located in the James Bay Lowlands of Ontario in an emerging metals
camp known as the Ring of Fire. www.norontresources.com
Contact Information
Media
Relations |
Investor
Relations |
Ian Hamilton |
Greg Rieveley |
Tel: +1 (905) 399-6591 |
Tel: +1 (416) 367-1444 |
ihamilton@longviewcomms.ca |
greg.rieveley@norontresources.com |
|
|
Janice Mandel |
|
Tel: +1 (647) 300-3853 |
|
janice.mandel@stringcom.com |
|
Forward Looking Statements
Certain statements contained in this news
release contain “forward-looking information” within the meaning of
applicable securities laws and are prospective in nature.
Forward-looking information and statements are not based on
historical facts, but rather on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties that could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Forward-looking statements include, but
are not limited to, statements regarding: the Wyloo arrangement
agreement; the BHP offer; and the intentions of Wyloo to make a
binding offer to acquire Noront (if at all).
Although Noront believes that the expectations
reflected in such forward-looking information and statements are
reasonable, such information and statements involve risks and
uncertainties, and undue reliance should not be placed on such
information and statements. Material factors or assumptions that
were applied in formulating the forward-looking information
contained herein include, without limitation, the expectations and
beliefs that the Offer will be successful, that all required
regulatory consents and approvals will be obtained and all other
conditions to completion of the transaction will be satisfied or
waived, and the ability to achieve goals. Noront cautions that the
foregoing list of material factors and assumptions is not
exhaustive. Many of these assumptions are based on factors and
events that are not within the control of Noront, and there is no
assurance that they will prove correct. Consequently, there can be
no assurance that the actual results or developments anticipated by
Noront will be realized or, even if substantially realized, that
they will have the expected consequences for, or effects on, Noront
or its future results and performance.
Forward-looking information and statements in
this news release are based on Noront’s beliefs and opinions at the
time the statements are made, and there should be no expectation
that these forward-looking statements will be updated or
supplemented as a result of new information, estimates or opinions,
future events or results or otherwise, and Noront disavows and
disclaims any obligation to do so except as required by applicable
law. Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Noront.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
Policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Noront Resources (TSXV:NOT)
Historical Stock Chart
From Dec 2024 to Jan 2025
Noront Resources (TSXV:NOT)
Historical Stock Chart
From Jan 2024 to Jan 2025