https://www.globenewswire.com/news-release/2021/09/07/2292548/0/en/Noront-Receives-Arrangement-Agreement-From-Wyloo-and-Executes-Confidentiality-Agreement.html

Noront Receives Arrangement Agreement From Wyloo and Executes Confidentiality Agreement

September 07, 2021 08:55 ET | Source: Noront Resources Ltd.

TORONTO, Sept. 07, 2021 (GLOBE NEWSWIRE) -- The Board of Directors of Noront Resources Ltd. (“Noront” or the “Company”) (TSXV: NOT) acknowledges receipt of a form of Arrangement Agreement from Wyloo Metals (“Wyloo”) on the evening of Friday September 3, 2021 (the "Arrangement Agreement"), which provides the terms and conditions of the potential transaction proposed by Wyloo to acquire all of the outstanding common shares of Noront for C$0.70 per share.

Noront and its advisors are reviewing the Arrangement Agreement and the Noront Board and Special Committee remain focused on fulfilling their fiduciary duties and on surfacing maximum value for the Noront shareholders. At the current time, Noront understands that the potential transaction proposed by Wyloo remains subject to satisfaction of preconditions, including completion of due diligence. Noront intends to negotiate with Wyloo directly and constructively, with a view to the best interests of Noront minority shareholders, as it has always been willing to do.

Noront confirms it has signed and returned to Wyloo a Confidentiality Agreement in the form provided by Wyloo, thus allowing Wyloo the ability to conduct due diligence on the terms it requested. Noront views the terms and conditions of its initial confidentiality agreement and of the support agreement with BHP Western Mining Resources International Pty Ltd (“BHP”) and its parent, BHP Lonsdale Investments Pty Ltd (the “Support Agreement”) as entirely in line with prevailing market practice; however, Noront sought and received the agreement of BHP to enter into the modified form of Confidentiality Agreement requested by Wyloo in order to facilitate completion of due diligence by Wyloo. This consent is required pursuant to the Support Agreement which requirement is customary for transactions of this nature.

Noront further confirms that there are no undisclosed agreements, understandings, payments or other incentives for Noront’s directors or officers in connection with the transaction with BHP. Wyloo’s assertions that, among other things, the exercise of options and share awards by Noront officers and directors is unusual is simply incorrect. The acceleration provisions provided in the Support Agreement for the options and share awards are also customary for a transaction of this nature and are fully disclosed in the Support Agreement and other public filings relating to the proposed transaction with BHP. As is customary, the lock-up agreements BHP entered into with the directors and officers of Noront will automatically terminate if the Support Agreement is terminated in accordance with its terms, including if Noront terminates the Support Agreement to accept a superior proposal.

Noront looks forward to providing its shareholders with updates in respect of the transaction proposed by Wyloo in due course.