Noront Resources Ltd. (
"Noront") (TSXV: NOT) is
pleased to announce the successful completion of its
previously-announced statutory plan of arrangement under the
provisions of the Business Corporations Act (Ontario) (the
"
Arrangement") involving Wyloo Metals Pty Ltd.
("
Wyloo Metals") and its wholly-owned subsidiary,
Wyloo Canada AcquisitionCo Pty Ltd. (the
"
Purchaser" and, together with Wyloo Metals and
any of their affiliates, the "
Wyloo Parties").
Pursuant to the Arrangement, among other things,
the Purchaser acquired all of the issued and outstanding common
shares of Noront (the "Common Shares") not already
owned, directly or indirectly, by the Wyloo Parties. The
Arrangement became effective at 12:01 a.m. (Toronto time) on April
7, 2022 (the "Effective Time"), resulting in
Noront becoming a wholly-owned subsidiary of the Purchaser.
Paul Parisotto, former Chairman of the Board of
Noront, stated: "We are pleased to have closed this transaction
with Wyloo Metals, and wish Wyloo Metals all the best in their
initiatives to develop the Ring of Fire. This transaction with
Wyloo Metals is the result of a lot of hard work and support of
many. On behalf of myself and the entire former Board of Directors
of Noront, we wish to thank Alan Coutts, the former President and
CEO, the senior management team and all of the Noront employees for
their dedication and unwavering support over the years. We also
wish to thank our shareholders, the First Nations communities that
we have and continue to work with, stakeholders, business partners
and all of our advisors for their continued support."
Under the terms of the Arrangement, each former
shareholder of Noront, other than the Wyloo Parties, is entitled to
receive a cash consideration of $1.10 per Common Share (the
"Cash Consideration"). Further,
under the Arrangement, all options to acquire Common Shares
outstanding immediately prior to the Effective Time have been
assigned to Noront and cancelled, without any further action of the
holders thereof, in exchange for a cash payment equal to the
in-the-money value of the options, less applicable
withholdings.
In order to receive the Cash Consideration in
exchange for their Common Shares, registered shareholders are
reminded that they must complete, sign and return the letter of
transmittal to Computershare Investor Services Inc., in its
capacity as depositary under the Arrangement, together with their
certificate(s) or DRS advice(s) representing their Common Shares
(including any Common Shares which such registered shareholder had
previously elected to retain), in accordance with the tender
procedures described in the Circular (as defined below). Any Common
Shares held in the CDSX system were automatically deposited under
the Arrangement and the beneficial shareholders thereof will
receive the Cash Consideration in respect of such Common Shares. If
you have any questions or require more information with regard to
the procedures for receiving the Cash Consideration, 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.
With the Arrangement now complete, Noront
intends to cause its Common Shares to be delisted from the TSX
Venture Exchange (the "Exchange") as soon as
reasonably practicable following the closing of the Arrangement. In
connection therewith, Noront intends to submit an application to
the applicable securities regulators to cease to be a reporting
issuer and to terminate its public reporting obligations.
Following the completion of the Arrangement, the
board of directors of Noront has been reconstituted to include Dr.
Andrew Forrest, Ian W. Delaney, Warren Gilman and Luca
Giacovazzi.
Further details regarding the Arrangement are
set out in Noront's management information circular dated February
11, 2022 (the "Circular") which is available on
SEDAR (www.sedar.com) under Noront's issuer profile.
Advisors
TD Securities Inc. acted as financial advisor
and Bennett Jones LLP acted as legal advisor to Noront in
connection with the Arrangement.
Maxit Capital LP acted as financial advisor and
McCarthy Tétrault LLP acted as legal advisor to Wyloo Metals in
connection with the Arrangement.
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.
For More Information About Noront, Please
Contact:
Janice Mandel Tel: +1 (647) 300-3853
janice.mandel@stringcom.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 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.
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 Regarding Forward-Looking
Information
This news release contains "forward-looking
information" and "forward-looking statements" (collectively,
"forward-looking statements") within the meaning
of the applicable Canadian securities legislation. All statements,
other than statements of historical fact, are forward-looking
statements and are based on expectations, estimates and projections
as at the date of this news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as "expects",
or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking statements. In this news release, forward-looking
statements relate to, among other things, the benefits of the
Arrangement to the shareholders of Noront, as the case may be; the
timing and ability of the Wyloo Parties to cause the Common Shares
to be delisted from the Exchange; and the timing and ability of
Noront to obtain an order that it has ceased to be a reporting
issuer and to terminate its public reporting requirements.
These forward-looking statements are based on
reasonable assumptions and estimates of management of Noront, as
the case may be, at the time such statements were made. Although
Noront believes that in making any such forward-looking statement,
Noront's expectations are based on reasonable assumptions, any such
forward-looking statement involves known and unknown risks and
uncertainties that could cause results to differ materially from
those projected in or implied by any such forward-looking
statement, including but not limited to adverse changes in general
economic or market conditions or changes in political conditions or
federal, provincial or state laws and regulations. Any
forward-looking statement speaks only at the date on which it is
made, and except as may be required by law, Noront does not
undertake any obligation to update any forward-looking statement to
reflect new events or circumstances after the date on which it is
made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time, and it is not possible for Noront
to predict all of them, or assess the impact of each such factor or
the extent to which any factor, or combination of factors, may
cause results to differ materially from those contained in any
forward-looking statement. Any forward-looking statement contained
in this news release is expressly qualified in its entirety by this
cautionary statement.
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 news release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved of the information contained herein.
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