Noront has received no response from Wyloo and advises shareholders to promptly tender to BHP offer for C$0.75 per share
28 10월 2021 - 8:15PM
Noront Resources Ltd. (TSXV: NOT)
(“Noront” or the
“Company“) today provided an update to shareholders
and advises Noront shareholders to tender their shares to the
C$0.75 all-cash offer from BHP Western Mining Resources
International Pty Ltd (“
BHP” or the
“
Offeror“).
Noront CEO Alan Coutts: “It’s critically
important that Noront shareholders are aware of two facts:
- First, the all-cash C$0.75 per share BHP offer is the only
offer on the table. The previous Wyloo proposal of C$0.70 per share
fell away, once BHP topped it with its C$0.75 offer; and
- Second, we have heard nothing from Wyloo since receiving the
improved BHP offer more than a week ago, and Wyloo has no
obligation to respond. There is no indication that another offer
from Wyloo for the Company will be forthcoming.
The BHP offer provides both certainty and a
compelling premium. We encourage Noront shareholders to tender
their shares to the BHP offer well in advance of the November 9
deadline.”
No Other Offer is Available to Noront
Shareholders
The Company emphasizes that the only offer that
is available to shareholders is from BHP.
On October 18, a proposed arrangement agreement
between Wyloo Canada Holdings Pty Ltd ( “Wyloo”) and Noront was
announced. Under this proposal Wyloo would have acquired up to 100%
of the common shares of Noront for C$0.70 per share. However,
with BHP exercising its right to match on October 20 with an
improved offer price of C$0.75 per share, the Wyloo arrangement
agreement was never entered into and the Wyloo proposal is not
available to Noront shareholders.
Noront has not heard from Wyloo since October
20. Further, Wyloo has made no indication of making an offer and is
under no obligation to respond to the improved BHP offer, and
Noront has no current indication of Wyloo's intentions.
BHP Offer Provides Certainty
The BHP offer provides 100% cash consideration
for Noront shares, providing Noront shareholders with certainty of
immediate value with a significant premium to the unaffected share
price. Noront’s Board of Directors (the “Board”) determined that
BHP’s improved offer is in the best interests of the Company and
its shareholders and advises Noront shareholders tender their
shares by Friday, November 5, well ahead of the BHP offer deadline
of 11:59pm (Toronto time) on November 9, 2021, to ensure that
shares are tendered in time.
To tender your shares, see shareholder
information below.
For Noront shareholders
A notice of variation (the “Notice of
Variation”) in respect of the amended offer has been mailed to
Noront shareholders. In addition, a notice of change to the
directors’ circular of Noront (the “Notice of Change”) confirming
the Board’s determination that the Offer is in the best interests
of Noront and its shareholders and recommending that shareholders
deposit their Noront shares under the Offer has been mailed to
Noront shareholders. The Notice of Variation and the Notice of
Change are available under Noront’s profile on SEDAR at
www.sedar.com and on Noront’s website at
www.norontresources.com.
Tendering is quick and easy
Only those who tender their shares will receive
the cash consideration of C$0.75 per share. For more information,
please visit www.noronttender.ca.
Noront encourages shareholders to tender
by Friday, November 5, 2021, well ahead of the expiry of BHP’s
offer on November 9, 2021, to ensure that their shares are tendered
in time.
How to tender your shares
Shareholder type: |
How do I tender my shares to BHP’s offer? |
|
Beneficial Most Noront shareholders are beneficial
shareholders. This means your Noront shares are held through a
broker, bank, or other financial intermediary, and you do not have
a share certificate. |
Contact your bank or your broker’s corporate actions department
immediately and instruct them to tender your shares to the Offer,
well in advance of the deadline. |
|
Registered You hold your Noront shares directly
and may have a share certificate. |
Contact Kingsdale Advisors: Toll-free in North America:
1-866-581-0512 Outside of North America: 416-867-2272
Email: contactus@kingsdaleadvisors.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. www.norontresources.com
Contact Information |
|
Media
Relations |
Investor Relations |
Ian HamiltonTel: +1 (905) 399
6591ihamilton@longviewcomms.ca |
Greg RieveleyTel: +1 (416) 367
1444greg.rieveley@norontresources.com |
|
|
Janice MandelTel: +1 (647) 300
3853janice.mandel@stringcom.com |
|
|
|
Forward Looking Statements
Certain statements contained in this news
release contain "forward-looking information" within the meaning of
applicable securities laws. 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.
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 of the Special Committee of Noront as of the date hereof.
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,
BHP or BHP Lonsdale Investments Pty Ltd, 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)
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Noront Resources (TSXV:NOT)
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