Wyloo Metals Announces Intention to Make an All-Cash Offer for Noront Resources at CDN$0.315 Per Share
May 25 2021 - 7:06AM
Wyloo Metals Pty Ltd. (“Wyloo Metals”) announced today that it
intends to make an offer (the “Offer”) to acquire all of the
outstanding common shares of Noront Resources Ltd. (TSXV:NOT)
(“Noront”) that it does not currently own at a price of Cdn$0.315
in cash per Noront share. The Offer values Noront at approximately
Cdn$133 million on an undiluted basis, and represents a substantial
premium of:
- 91% based on
the closing price of Noront shares on the TSX Venture Exchange
(“TSXV”) of Cdn$0.165 on December 4, 2020, the last trading day
prior to the announcement of Wyloo Metals’ original agreement to
invest in Noront;
- 31% based on
the closing price of Noront shares on the TSXV of Cdn$0.240 on May
21, 2021, the last trading day prior to the announcement of the
Offer; and
- 29% to the
volume weighted average trading price of Noront shares on the TSXV
for the twenty (20) trading day period ended on May 21, 2021, the
last trading day prior to the announcement of the Offer.
The Offer immediately crystallizes full and
certain value for Noront shareholders while removing their exposure
to the uncertainty of several further years of infrastructure and
mine development associated with the Ring of Fire assets.
The Offer will be subject to customary
conditions, including but not limited to the following:
- there having
been deposited under the Offer and not withdrawn at the expiry time
(i) such number of Noront shares that, together with the Noront
shares held by Wyloo Metals, constitute at least 66⅔% of the
outstanding Noront shares, and (ii) at least a majority of the
outstanding Noront shares the votes attached to which would be
included in the minority approval of a second step business
combination transaction under applicable securities laws;
- all stock
options, warrants and other convertible securities of Noront shall
have been exercised, terminated or otherwise cancelled, or shall
have been otherwise dealt with on terms satisfactory to Wyloo
Metals, in its sole discretion;
- Noront shall
not have taken certain actions that could reasonably be expected to
make it inadvisable for Wyloo Metals to proceed with the Offer
and/or to take up and pay for shares deposited under the Offer or
to complete a compulsory acquisition or second step business
combination transaction in respect of any shares not acquired under
the Offer;
- receipt of all
required regulatory and third party approvals;
- there having
been no material adverse change in Noront’s business, properties,
assets, liabilities or operations; and
- Wyloo Metals
not having become aware of any misrepresentation in any document
filed by or on behalf of Noront with any securities commission or
similar securities regulatory authority.
Wyloo Metals will reserve the right to withdraw
or extend the Offer and to not take up and pay for any deposited
Shares unless each of the conditions of the Offer is satisfied or
waived by Wyloo Metals at or prior to the expiry time.
The Offer, which may be made by an affiliate of
Wyloo Metals, will not be subject to any financing condition and
will be financed through Wyloo Metals’ existing cash reserves.
Further details concerning the Offer will be
included in the take-over bid circular to be sent to Noront’s
shareholders.
In addition to the Offer, Wyloo Metals is
prepared to make available to Noront a Cdn$5 million unsecured,
extendable loan with interest payable at 5% per annum. The loan
would be repayable in six months and be convertible, at Noront’s
sole discretion and subject to any required TSXV and other
approvals, into Noront shares at the volume weighted average
trading price of the Noront shares on the TSXV for the five (5)
trading day period ending on the date prior to the maturity date.
The provision of this non-dilutionary loan is intended to address
Noront’s immediate working capital requirements.
Wyloo Canada Holdings Pty Ltd. (“Wyloo Canada”),
a wholly-owned subsidiary of Wyloo Metals, currently holds an
aggregate of 97,959,150 common shares of Noront representing
approximately 23% of the outstanding common shares of Noront. Wyloo
Canada also currently holds (i) warrants (the “Noront Warrants”) to
acquire 1,774,664 common shares of Noront at an exercise price of
Cdn$0.350 per share and (iii) a US$15 million loan (the “Noront
Loan”) convertible into common shares of Noront at a conversion
price of Cdn$0.20 per share. Wyloo Canada would acquire an
additional 90,536,252 common shares of Noront upon full conversion
of the Noront Loan1 and would, if the Noront Warrants were also
fully exercised, result in Wyloo Canada holding 190,270,066 common
shares of Noront, representing approximately 37% of the outstanding
common shares on Noront.
As Wyloo Metals is an “insider” of Noront for
purposes of applicable securities laws, Wyloo Metals has requested
the board of directors of Noront to obtain a formal valuation of
the Noront common shares by an independent valuator.
Following completion of the formal valuation,
Wyloo Metals intends to send its take-over bid circular to the
shareholders of Noront and to make all necessary filings with the
appropriate securities regulatory authorities.
Disclaimer
This press release is not a recommendation, an
offer to purchase or a solicitation of an offer to sell shares of
Noront. Wyloo Metals has not commenced an offer to purchase or a
take-over bid for Noront shares as described in this press release.
Wyloo Metals will only commence an offer to purchase or a take-over
bid for Noront shares by filing a take-over bid circular with the
applicable securities regulatory authorities in Canada which will
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Once filed with the
applicable securities regulatory authorities in Canada, the
take-over bid circular and other related documentation will be
available under Noront’s profile on SEDAR (www.sedar.com).
This press release is issued pursuant to
National Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which requires a report
to be filed under Noront’s profile on SEDAR (www.sedar.com)
containing additional information with respect to the foregoing
matters. A copy of such report may be obtained by contacting Wyloo
Metals at info@wyloometals.com. The address of
Wyloo Metals is PO Box 3155, Broadway Nedlands, WA 6009 Western
Australia.
About Noront
Noront is a Canadian-based miner principally
focused on the responsible development of the high-grade Eagle’s
Nest nickel, copper and palladium deposit in Northern Ontario.
About Wyloo Metals
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.
Contact:
info@wyloometals.com
_________________________
1 Assuming 0.83 US Dollars per Canadian dollar (as at May 21,
2021)
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