TIDMBHP
RNS Number : 2538K
BHP Group PLC
31 August 2021
NEWS RELEASE
Release Time IMMEDIATE
Date 31 August 2021
Release Number 18/21
Update on recommended all-cash offer for Noront Resources
Limited
Further to BHP's release on 27 July 2021, in relation to the
recommended all-cash offer to acquire all of the issued and
outstanding common shares of Noront Resources Limited by BHP
Western Mining Resources International Pty Ltd, an update is
provided in the attached release.
Information on BHP can be found at: bhp.com
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Tara Dines
Tel: +61 3 9609 3830 Mobile: Tel: +61 3 9609 2222 Mobile:
+61 411 071 715 + 61 499 249 005
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Mobile: Tel: +44 20 7802 7144 Mobile:
+44 7786 661 683 +44 7961 636 432
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: Tel: +1 713 296 7919 Mobile:
+1 713 299 5342 +1 832 870 7677
BHP Group Limited ABN 49 004 BHP Group plc Registration
028 077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, Registered Office: Nova South,
171 Collins Street 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 Tel +44 20 7802 4000 Fax +44
3 9609 3015 20 7802 4111
Members of the BHP Group which is
headquartered in Australia
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August 31, 2021
BHP comments on its Offer for Noront
BHP Offer remains only transaction available to shareholders
-- BHP acknowledges Wyloo's non-binding proposal to acquire Noront shares.
-- BHP highlights for Noront shareholders the uncertain and
conditional nature of the Wyloo proposal, and notes that the BHP
Offer is the only transaction currently available to Noront
shareholders.
-- BHP waives requirement for confidentiality agreement between
Noront and Wyloo to include a standstill provision.
-- BHP continues to monitor the situation and will consider its
alternatives should a competing bona fide alternative transaction
materialize.
Melbourne, Victoria - BHP Lonsdale Investments Pty Ltd ("BHP
Lonsdale") , a wholly owned subsidiary of BHP, today acknowledged
the press release (the "Wyloo Press Release") made by Wyloo Metals
Pty Ltd. ("Wyloo") on August 30, 2021 and highlights for Noront
Resources Ltd. ("Noront") shareholders that the proposal set out in
the Wyloo Press Release (the "Wyloo Proposal") is non-binding and
does not constitute a formal offer. The offer by BHP Western Mining
Resources International Pty Ltd ("BHP Western Mining") to acquire
all of the issued and outstanding common shares of Noront via a
take-over bid for C$0.55 per share in cash (the "BHP Offer") is
currently the only transaction available to Noront shareholders.
BHP Western Mining continues to stand behind the BHP Offer, which
continues to have the support and recommendation of the Board of
Directors of Noront.
The Wyloo Proposal is non-binding and is subject to due
diligence and negotiation of definitive transaction agreements, and
may not crystalize into a transaction that is made available to
Noront shareholders. Wyloo states in its press release that it was
unwilling to sign a confidentiality agreement to facilitate
completion of its due diligence because it would have been required
to accept certain standstill restrictions in the confidentiality
agreement. To clear this obstacle, BHP Western Mining has agreed to
waive the requirement in its support agreement with Noront (the
"Support Agreement") that a confidentiality agreement with Wyloo
include such standstill provisions. As such, Wyloo will have every
opportunity, should it choose, to complete any required due
diligence and determine whether to make a formal competing
proposal. BHP Western Mining will continue to monitor the situation
and will consider its alternatives if a competing offer does
materialize, including its right to match any superior proposal
pursuant to the terms of the Support Agreement.
BHP Chief Development Officer, Johan van Jaarsveld, commented:
"Despite their latest press release, Wyloo has not made a formal
offer and the BHP Offer is the only transaction currently available
to Noront shareholders. Wyloo's support is not required in order
for BHP's Offer to be successful, and we remain confident in our
offer. We have the financial strength, world-class mining
expertise, and commitment to work in partnership with stakeholders
to advance Eagle's Nest and the Ring of Fire, which has the
potential to deliver benefits to local communities, First Nations,
and Ontario for years to come."
Minimum tender condition
Wyloo's support of the BHP Offer is not required in order for
the BHP Offer to be successful. In order for Noront shareholders to
be able to receive the offer price for their shares, more than 50%
of the outstanding shares not beneficially owned or controlled by
BHP Western Mining, its affiliates or any other person acting
jointly or in concert with the BHP Western Mining must be deposited
under the BHP Offer prior to the expiry of the initial deposit
period. BHP Lonsdale remains confident in the ability for such
condition to be achieved, even if Wyloo does not tender. Noront
shareholders increase the likelihood of receiving the offer price
by depositing their shares under the BHP Offer prior to the expiry
of the initial deposit period.
How to tender your shares
Only those who tender their shares will receive the cash
consideration of C$0.55 per share. To tender your shares today
please visit www.noronttender.ca .
Shareholder type: How do I tender my shares to
the BHP Offer?
Beneficial Contact your bank or your broker's
Most Noront shareholders are corporate actions department
beneficial shareholders. This immediately and instruct them
means your Noront shares are to tender your shares to the
held through a broker, bank, Offer.
or other financial intermediary,
and you do not have a share certificate.
--------------------------------------------
Registered Contact Kingsdale Advisors:
You hold your Noront shares directly Toll-free in North America: 1-866-581-0512
and may have a share certificate. Outside of North America: 416-867-2272
Email: contactus@kingsdaleadvisors.com
--------------------------------------------
About BHP
BHP is a world-leading global resources company. We extract and
process minerals, oil and gas, with approximately 80,000 employees
and contractors, primarily in Australia and the Americas. Our
products are sold worldwide, with sales and marketing led through
Singapore and Houston, United States. Our global headquarters are
in Melbourne, Australia. Our Potash head office is in Saskatoon and
we are opening our head office for metals exploration in
Toronto.
Our corporate purpose is to bring people and resources together
to build a better world. Our strategy is to create value by growing
our exposure to a portfolio of world-class, expandable assets in
future-facing commodities. We create value for our stakeholders and
the communities where we operate by focusing on safety,
sustainability, innovation and exceptional performance. BHP has a
track record in Canada of more than four decades with interests in
potash, copper and nickel exploration, and joint ventures with a
range of technology, low emissions and sustainability projects. BHP
developed and operated the EKATI Diamond Mine in the Northwest
Territories which operated with a strong focus on benefiting local
communities, especially First Nations and Métis. Under BHP, EKATI's
spend with local northern and Indigenous suppliers was over 80% of
the mine's budget. BHP also initiated the first Opportunities
Agreements with First Nations in the Potash industry in
Saskatchewan, establishing agreements with six First Nations near
the Jansen Potash Project for wide-ranging mutual benefits,
including education and training, employment and procurement.
www.bhp.com
Contact details
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Tara Dines
Tel: +61 3 9609 3830 Mobile: +61 Tel: +61 3 9609 2222 Mobile:
411 071 715 + 61 499 249 005
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Mobile: Tel: +44 2078 027 144 Mobile:
+44 7786 661 683 +44 7961 636 432
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: +1 Tel: +1 713 296 7919 Mobile:
713 299 5342 +1 832 870 7677
Canada
Bronwyn Wilkinson
Mobile: +1 604 340 8753
Forward looking statements
Certain statements contained in this press 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 BHP Offer, including the anticipated
timing, mechanics, funding, completion, settlement, results and
effects of the BHP Offer; reasons to accept the BHP Offer; and the
Wyloo Proposal.
Although BHP Lonsdale and BHP Western Mining 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 the BHP Lonsdale and BHP Western Mining that the BHP
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. BHP Lonsdale and BHP Western Mining 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 the control of BHP Lonsdale or BHP
Western Mining, and there is no assurance that they will prove
correct. Consequently, there can be no assurance that the actual
results or developments anticipated by BHP Lonsdale or BHP Western
Mining will be realized or, even if substantially realized, that
they will have the expected consequences for, or effects on, BHP
Lonsdale or BHP Western Mining, or their respective future results
and performance.
Forward-looking information and statements in this press release
are based on BHP Lonsdale's and BHP Western Mining'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 BHP
Lonsdale and BHP Western Mining 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 BHP Western Mining or any of
its affiliates.
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END
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