Noront suitor Wyloo sweetens offer to $1.10 a share
posted on
Dec 13, 2021 11:58AM
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)
Noront suitor Wyloo sweetens offer to $1.10 a share
2021-12-13 02:32 ET - News Release
An anonymous director of Wyloo reports
WYLOO METALS STRONGLY IMPROVES OFFER FOR NORONT
Wyloo Metals Pty. Ltd. has provided the board of Noront Resources Ltd. with a letter outlining a further improved offer to acquire up to 100 per cent of the shares in Noront that it does not already own for $1.10 per share. 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:
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:
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 Tetrault 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.
About Wyloo Metals Pty. Ltd.
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.