Windfall Sold....news
posted on
Jun 28, 2013 07:38AM
NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)
TORONTO, ONTARIO--(Marketwired - June 28, 2013) - Noront Resources Ltd. ("Noront" or the "Company") (TSX VENTURE:NOT) today announces that it has entered into a binding letter agreement (the "Letter Agreement") with Eagle Hill Exploration Corp. ("Eagle Hill") to sell its 25% interest, all royalty interests, and all other associated rights in the Windfall Lake Project (the "Project"), on the terms and conditions contained in the Letter Agreement (the "Transaction"). In consideration for the sale of Noront's 25% interest in the Project, Eagle Hill will pay to Noront: (i) an aggregate cash payment of $5 million, and (ii) 25 million freely tradeable (subject only to such hold periods required under applicable Canadian securities laws) common shares of Eagle Hill to be issued to Noront on closing of the Transaction (the "Closing").
Paul Parisotto, Chairman, Interim President and CEO stated: "The Windfall Lake Property is a non-core asset of the Company and the Transaction provides us with both an immediate cash infusion to further the development of the Company's Eagle's Nest Project, and an equity interest in Eagle Hill which will allow us to participate in the upside potential of the Windfall Lake Project."
In addition, Eagle Hill has entered into a binding letter agreement (the "Financing Agreement") with its strategic partner Southern Arc pursuant to which Southern Arc Minerals Inc. ("Southern Arc") has agreed, subject to the terms therein, to invest, together with Dundee Corporation an aggregate of $12 million in Eagle Hill to complete the Transaction and advance the Project. Dundee Corporation has been a shareholder in Eagle Hill since February 2012 and currently owns 18.8% of the outstanding shares of Eagle Hill.
On execution of the Letter Agreement $615,000 was paid to Noront as a non-refundable deposit, with the remaining $4,385,000 of the cash payment to be paid on Closing.
The payment of the $615,000 to Noront satisfies the previously announced requirement that Eagle Hill make such payment within 90 days of entering into the amending agreement previously announced on April 19, 2013. The April 19, 2013 agreement amended the original Option Agreement between Noront and Eagle Hill dated July 20, 2009, with respect to the Project.
The completion of the Transaction will be subject to obtaining the necessary shareholder approvals of Eagle Hill and Southern Arc to the Financing Agreement and the Transaction and obtaining all required stock exchange and regulatory approvals.
If the Letter Agreement is terminated, in certain circumstances, Noront's undivided right, title and interest in and to the royalty option and the Property shall increase from 25% to 30% (the "Break Fee").
Until the Closing, all rights and obligations under the Option Agreement, as amended, continue in full force and effect. Only upon Closing will the Option Agreement be terminated