August 9.   News Release

NORONT FILES DIRECTORS' CIRCULAR IN SUPPORT OF BHP'S ALL-CASH OFFER FOR NORONT AND RECOMMENDS SHAREHOLDERS ACCEPT THE  OFFER.

 Ability to Respond to Superior Proposals. The Board has reserved the ability to respond to unsolicited proposals that may deliver greater value to Shareholders than the Offer. The terms and conditions of the support agreement do not prevent an unsolicited third party from proposing or making a superior proposal and, provided the Company complies with the terms of the support agreement, do not preclude the Board from responding to, considering and acting on a superior proposal. The Company is permitted to terminate the support agreement to accept, approve or recommend a superior proposal that is made and not matched by the Offeror, provided that the Company pays the Offeror the requisite termination payment. 

https://norontresources.com/bhp-makes-recommended-all-cash-offer-of-c0-55-per-share-for-noront/

Transaction details

The Offeror is entitled to a termination payment of C$13.0 million (equal to 4.0% of the total equity value of the transaction based on 100% of the fully diluted shares outstanding) if the Support Agreement is terminated in certain circumstances, including if Noront enters into an agreement with respect to a superior proposal, or if the Board of Directors of Noront withdraws or modifies its recommendation with respect to the Offer.