Wyloo Metals Strongly Improves Offer for Noront
13 12월 2021 - 11:29AM
Wyloo Metals Pty Ltd (“Wyloo Metals”) has today provided the board
of Noront Resources Ltd. (TSXV: NOT) (“Noront”) with a letter
outlining a further improved offer to acquire up to 100% of the
shares in Noront that it does not already own for Cdn$1.10 per
share (the “Revised Wyloo Offer”). This is 47% above the Cdn$0.75
per share offered under the take-over bid for Noront proposed by
BHP Western Mining Resources International Pty Ltd (“BHP”).
The Revised Wyloo Offer is the only proposal to
Noront shareholders that provides the following distinguishing
features:
- True
optionality for Noront shareholders: Shareholders will be
provided with an attractive option of (i) accepting cash
consideration of Cdn$1.10 per share for some or all of their
shares, and (ii) continuing to participate in Noront’s unrealized
potential by remaining as a shareholder.
- A
superior offer price: The Revised Wyloo Offer represents a
significantly superior price to that offered by BHP.
- Greater
deal certainty: Wyloo Metals does not intend to support
any alternate offers for Noront. Without the support of Wyloo
Metals’ 37.2% direct interest in Noront, a competing plan of
arrangement cannot be successful, and a competing take-over bid
will be unlikely to meet any minimum tender condition.
- A
world-class Board of Directors: Noront will be revitalized
under the leadership of a new Board of Directors, led by Dr. Andrew
Forrest AO.
The transaction will be effected via a statutory
Plan of Arrangement under the Business Corporation Act
(Ontario).
Importantly, the Revised Wyloo Offer continues
to provide those shareholders who believe in the long-term
potential of Noront with the opportunity to participate in Noront’s
continued growth by remaining as shareholders.
Update on discussions with
BHP
Following an extensive period of discussion,
Wyloo Metals and BHP have been unable to agree terms upon which
Wyloo Metals would support a BHP offer for Noront. As outlined
above, the Revised Wyloo Offer will deliver a superior outcome for
Noront shareholders in terms of optionality, price and deal
certainty.
Next steps
Wyloo Metals is confident that, after
considering the Revised Wyloo Offer, the Noront Board will agree
that:
- the terms of
the Revised Wyloo Offer are clearly financially superior and also
provide greater optionality to Noront’s shareholders than the
take-over bid proposed by BHP;
- the Revised
Wyloo Offer has a greater certainty of success than the take-over
bid proposed by BHP; and
- the Revised
Wyloo Offer would reasonably be expected to constitute a “Superior
Proposal” under the terms of the support agreement between Noront
and BHP.
Wyloo Metals notes that its ability to formalize
the Revised Wyloo Offer is subject to the Noront Board’s timely and
good faith negotiation of an Arrangement Agreement in line with its
fiduciary duties. Given Wyloo Metals and Noront recently agreed the
form of such an Arrangement Agreement, Wyloo Metals believes that
the Revised Wyloo Offer can be formalized on an expedited
basis.
ADVISORS
Wyloo Metals has engaged Maxit Capital LP to act
as its financial advisor and McCarthy Tétrault LLP to act as its
legal advisor. Shorecrest Group has also been engaged to act as
Wyloo Metals’ strategic communications advisor and proxy
solicitation and information agent.
MEDIA
CONTACT: |
|
AURORA STRATEGY
SPOKESPERSON: |
|
|
|
Andrew Bennett |
|
David Ellis |
M +61 427 782 503 |
|
M 416 704 0937 |
P +61 8 6460
4949 |
|
P 416 704 0937 |
E abennett@tattarang.com |
|
E davide@aurorastrategy.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 Holdings Pty Ltd (“Wyloo Canada”),
a wholly owned subsidiary of Wyloo Metals, currently holds an
aggregate of 208,434,427 common shares of Noront, representing
approximately 37.2% of the outstanding common shares of Noront.
Wyloo Canada also holds warrants (“Noront Warrants”) to acquire
1,774,664 common shares of Noront at an exercise price of Cdn$0.35
per share. If the Noront Warrants are also fully exercised, Wyloo
Canada would hold 210,209,091 common shares of Noront, representing
approximately 37.4% of the outstanding common shares of Noront on a
partially diluted basis.
DISCLAIMER
Some of the statements in this press release may
be forward looking statements or statements of future expectations
based on currently available information. Such statements are
naturally subject to risks and uncertainties. Factors such as the
development of general economic conditions, future market
conditions, unusual catastrophic loss events, changes in the
capital markets and other circumstances may cause the actual events
or results to be materially different from those anticipated by
such statements. Wyloo Metals does not make any representation or
warranty, express or implied, as to the accuracy, completeness or
updated status of such statements. Therefore, in no case whatsoever
will Wyloo Metals and its affiliate companies be liable to anyone
for any decision made or action taken in connection with the
information and/or statements in this press release or for any
related damages.
This press release is issued pursuant to
National Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which requires a report
to be filed under Noront’s profile on SEDAR (www.sedar.com)
containing additional information with respect to the foregoing
matters. A copy of such report may be obtained by contacting Wyloo
Metals at info@wyloometals.com. The address of Wyloo Metals is PO
Box 3155, Broadway Nedlands, WA 6009 Western Australia.
Noront Resources (TSXV:NOT)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Noront Resources (TSXV:NOT)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024