Noront Resources Ltd. ("
Noront" or the
"
Company") (TSXV:NOT) is pleased to announce the
mailing of its management information circular (the
"
Circular") and related form of proxy, letter of
transmittal and retention election form (collectively, the
"
Meeting Materials") to the shareholders of Noront
(the "
Shareholders") in connection with the
Special Meeting (as defined below).
The Meeting Materials are being mailed to
Shareholders of record as of January 31, 2022 in connection with
the special meeting of Shareholders scheduled to be held on March
15, 2022 (the "Special Meeting") to consider and,
if deemed advisable, approve, among other things, the proposed plan
of arrangement (the "Arrangement") involving Wyloo
Metals Pty Ltd. ("Wyloo Metals") and its
wholly-owned subsidiary Wyloo Canada Holdings Pty Ltd
("Wyloo Canada" and, together with Wyloo Metals
and their affiliates, the "Wyloo Parties"). If the
Arrangement becomes effective, Wyloo Canada would acquire up to all
of the issued and outstanding common shares of the Company (the
"Common Shares") that the Wyloo Parties do not
already own. Shareholders of record as of January 31, 2022 will
receive notice of and be entitled to vote at the Special Meeting.
The Meeting Materials are also available on SEDAR (www.sedar.com)
under Noront's issuer profile.
The Special Meeting will be held virtually and
commencing at 10:00 a.m. (Toronto time) on March 15, 2022.
Shareholders can access the Special Meeting using the following
link: http://meetnow.global/M5WUKFK.
Following the Special Meeting, in conjunction
with the announcement of the voting results of the Special Meeting,
Noront will announce the number of Retention Elections (as defined
below) received, on an interim basis, as of 5:00 p.m. (Toronto
time) on March 14, 2022 (the "Interim
Announcement"). Following the Interim Announcement,
Shareholders will then have a further ten days to make a Retention
Election (as defined below).
The Arrangement Consideration and
Retention Elections
Under the Arrangement, Shareholders (other than
the Wyloo Parties) are being given the opportunity, in respect of
all or a portion of their Common Shares, to:
- Receive Cash Consideration
of $1.10 per Common Share – Shareholders who wish to
receive the cash consideration of $1.10 per Common Share will
not be required to make any election in respect of
the Arrangement; OR
- Retain their Common Shares
– Shareholders who wish to retain all or a portion of
their Common Shares, and remain as a Shareholder of Noront
following the completion of the Arrangement, are required to make
an election to retain their Common Shares (the "Retention
Election") by the 10th day following the Interim
Announcement (the "Retention Election Deadline").
Based on current timelines, the Retention Election Deadline is
scheduled for 5:00 p.m. (Toronto time) on March 25, 2022.
Regardless of any Retention Elections made, if
less than 20% of the outstanding Common Shares are subject to a
Retention Election at the Retention Election Deadline, Wyloo Canada
will acquire all of the Common Shares that the
Wyloo Parties do not already own, including those Common Shares
that are the subject of a Retention Election. This provision is
intended to protect Shareholders by ensuring that all Common Shares
will be purchased by Wyloo Canada under the Arrangement if, after
the completion of the Arrangement, Shareholders (other than the
Wyloo Parties) would not hold a sufficient percentage of the
outstanding Common Shares for Noront to meet the continued listing
requirements of the TSX Venture Exchange. The Wyloo Parties and any
person acting jointly or in concert with the Wyloo Parties are not
entitled to make a Retention Election.
REGARDLESS OF THEIR ELECTION,
SHAREHOLDERS ARE URGED TO VOTE THEIR COMMON SHARES PRIOR TO THE
PROXY CUT-OFF DEADLINE OF MARCH 11, 2022, AT 10:00 A.M. (TORONTO
TIME). APPROVING THE ARRANGEMENT GIVES SHAREHOLDERS THE OPPORTUNITY
TO SELL THEIR COMMON SHARES FOR CASH CONSIDERATION OF $1.10 PER
COMMON SHARE OR OTHERWISE ELECT TO RETAIN THEIR COMMON
SHARES.
For more details on the Arrangement, the Special
Meeting, the cash consideration and the Retention Election, please
see the Circular which is available on SEDAR (www.sedar.com) under
Noront's issuer profile.
Receipt of Interim Order and Conditional
Approval of the TSX Venture Exchange
Noront is also pleased to announce that (i) the
Ontario Superior Court of Justice (Commercial List) has granted an
Interim Order dated February 11, 2022 providing for the calling and
holding of the Special Meeting and other procedural matters for the
Arrangement, and (ii) the TSX Venture Exchange has granted its
conditional acceptance of the Arrangement, subject to the
fulfillment of the conditions therein.
Completion of the Arrangement remains subject
to, among other things, (i) approval of a special resolution by the
Shareholders at the Special Meeting authorizing the Arrangement,
and (ii) receipt of the Final Order of the Ontario Superior Court
of Justice (Commercial List) for the Arrangement.
YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAY
Noront's Board of Directors, other than Mr. Luca
Giacovazzi who abstained from voting due to his conflict of
interest in the Arrangement, on the basis of a unanimous
recommendation of Noront's Special Committee, and after receiving
advice from its financial and legal advisors, approved the
Arrangement and recommend that Shareholders vote
FOR the Arrangement.
If you have any questions or require more
information with regard to the procedures for attending the Special
Meeting, voting, receiving the cash consideration or making the
Retention Election, as applicable, please contact Shorecrest Group,
by (i) telephone at 1-888-637-5789 (North American Toll-Free) or
1-647-931-7454 (Collect Calls Outside North America), or (ii) email
at contact@shorecrestgroup.com.
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. See more at:
www.norontresources.com.
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, a wholly owned subsidiary of Wyloo
Metals, currently holds an aggregate of 208,434,427 Common Shares,
representing approximately 37.2% of the outstanding Common Shares.
Wyloo Canada also holds warrants ("Noront
Warrants") to acquire 1,774,664 Common Shares at
an exercise price of C$0.35 per Common Share. If the Noront
Warrants are also fully exercised, Wyloo Canada would hold
210,209,091 Common Shares, representing approximately 37.4% of the
outstanding Common Shares on a partially-diluted basis.
For More Information About Noront
Resources, Please Contact:
Media
Relations Ian Hamilton Tel: +1 (905) 399-6591
ihamilton@longviewcomms.ca |
Investor
Relations Greg Rieveley Tel: +1 (416) 367-1444
greg.rieveley@norontresources.com |
|
|
Janice
Mandel Tel: +1 (647) 300-3853 janice.mandel@stringcom.com |
|
|
|
For More Information About Wyloo Metals,
Please Contact:
Media
Relations Andrew Bennett Tel (M): +61 427 782 503 Tel (P): +61 8
6460 4949 abennett@tattarang.com |
|
Cautionary Note – Forward Looking
Statements
Certain statements contained in this news
release contain "forward-looking information" within the meaning of
applicable securities laws. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or
"does not anticipate", "plans", "estimates" or "intends", or
stating that certain actions, events or results "may", "could",
"would", "might", "have potential" or "will" be taken, occur or be
achieved) are not statements of historical fact and may be
"forward-looking statements." 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 a variety of 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 information and statements include, but are not
limited to, information and statements regarding the Arrangement,
shareholder, regulatory and court approval of the Arrangement, the
timing and ability of Noront to complete the Arrangement (if at
all), the timing and ability of Noront to satisfy the conditions
precedent to completing the Arrangement (if at all) as set forth in
the arrangement agreement (as amended), the ability of Shareholders
to continue to have an interest in the Company following the
closing of the Arrangement, the potential of the Ring of Fire, and
projections about the world's transition to a lower carbon
future.
Although Noront and Wyloo Metals believe 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 of Noront and Wyloo Metals, and their respective management
and boards of directors, as of the date hereof. Noront and Wyloo
Metals caution 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 their control, 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 or Wyloo Metals will be realized or, even if
substantially realized, that they will have the expected
consequences for, or effects on, Noront, the current Shareholders,
or its future results and performance of Noront and Wyloo Metals.
For additional information with respect to these and other factors
and assumptions underlying the forward-looking statements made in
this news release concerning the Arrangement, see the Circular
available on SEDAR (www.sedar.com) under Noront's issuer
profile.
Forward-looking information and statements in
this news release are based on beliefs and opinions of Noront and
Wyloo Metals, as the case may be, 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 and Wyloo Metals disavow and disclaim 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. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
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