Noront Resources : Second Amending Agreement to Support Agreement
posted on
Dec 09, 2021 07:16PM
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)
SECOND AMENDING AGREEMENT TO SUPPORT AGREEMENT
THIS SECOND AMENDING AGREEMENT ("Second Amending Agreement") is made as of the 2nd day of December, 2021
BETWEEN:
BHP WESTERN MINING RESOURCES INTERNATIONAL PTY LTD, a company existing under the laws of Australia,
(hereinafter called the "Offeror")
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BHP LONSDALE INVESTMENTS PTY LTD, a company existing under the laws of Australia,
(hereinafter called "Parent")
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NORONT RESOURCES LTD., a corporation existing under the laws of Ontario,
(hereinafter called the "Company")
WHEREAS the Offeror, Parent and the Company entered into a support agreement dated July 26, 2021 (as subsequently amended, the "Support Agreement") pursuant to which the Offeror agreed to make, and the Company agreed to support, an offer to acquire all of the issued and outstanding common shares of the Company ("Common Shares") (other than Common Shares owned by the Offeror or any of its affiliates), including any Common Shares that may become issued and outstanding after the date of the Offer but prior to the Expiry Time upon the exercise, exchange or conversion of Convertible Securities, at a price of $0.55 in cash per Common Share (as subsequently amended, the "Offer");
AND WHEREAS, in accordance with the terms of the Support Agreement, the Offeror commenced the Offer by mailing the Offer Documents to Shareholders on July 27, 2021;
AND WHEREAS, on October 19, 2021, the Offeror, Parent and the Company agreed to amend the Support Agreement and the Offer to, among other things, increase the Offer Price to $0.75 in cash per Common Share (the "First Amending Agreement");
AND WHEREAS, on November 4, 2021, the Offeror varied the terms of the Offer to extend the Expiry Time to 7:00 p.m. (Toronto time) on November 16, 2021;
AND WHEREAS, on November 11, 2021, the Offeror varied the terms of the Offer to extend the Expiry time to 7:00 p.m. (Toronto time) on November 30, 2021;
AND WHEREAS, on November 26, 2021, the Offeror varied the terms of the Offer to extend the Expiry time to 7:00 p.m. (Toronto time) on December 14, 2021;
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AND WHEREAS the Outside Date under the Support Agreement is scheduled to occur on December 14, 2021;
AND WHEREAS the Offeror, Parent and the Company wish to amend the Support Agreement to extend the Outside Date;
AND WHEREAS pursuant to Section 9.1 of the Support Agreement, the Support Agreement may not be amended except by an instrument signed by each of the parties thereto;
NOW THEREFORE THIS SECOND AMENDING AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:
ARTICLE 1
DEFINED TERMS
Capitalized terms used in this Second Amending Agreement that are not defined herein shall, unless the context requires otherwise, have the meanings given to them in the Support Agreement.
ARTICLE 2
AMENDMENTS TO THE SUPPORT AGREEMENT
In accordance with Section 9.1 of the Support Agreement, the Support Agreement is hereby amended as follows:
""Outside Date" means January 21, 2022, provided that if the Effective Time has not occurred by such date as a result of the failure to satisfy any of the conditions set forth in Sections (c), (d) or (e) of Schedule A, then either Party may elect by notice in writing delivered to the other Party by no later than 4:30 p.m. (Toronto time) on a date that is five Business Days prior to such date, to extend the Outside Date on up to two occasions by a period of 30 days (for a maximum aggregate extension of 60 days), provided that, notwithstanding the foregoing, a Party shall not be permitted to extend the Outside Date if the failure to satisfy any such condition is primarily the result of the breach by such Party of its representations and warranties set forth in this Agreement or such Party's failure to comply with its covenants herein;".
ARTICLE 3
NOTICE OF CHANGE
The Offeror shall mail a notice of change in respect of the Offer reflecting the foregoing amendment to the Support Agreement in accordance in all material respects with applicable
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Securities Laws to Shareholders as soon as reasonably practicable following the execution of this Second Amending Agreement.
ARTICLE 4
PUBLIC ANNOUNCEMENT
Each of the Offeror and the Company agrees that, promptly after the entering into of this Second Amending Agreement, the Company and the Offeror shall issue a joint press release announcing the entering into of this Second Amending Agreement.
ARTICLE 5
OTHER PROVISIONS
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[Signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Second Amending Agreement as of the date first written above.
BHP WESTERN MINING RESOURCES
INTERNATIONAL PTY LTD
By: "Carlos Ramirez"
Name: Carlos Ramirez
Authorized Signatory
BHP LONSDALE INVESTMENTS PTY LTD
By: "Carlos Ramirez"
Name: Carlos Ramirez
Authorized Signatory
NORONT RESOURCES LTD.
By: "Paul Parisotto"
Name: Paul Parisotto
Title: Chair of the Board
[Second Amending Agreement to Support Agreement]
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