Retention election date Retention election date
Noted below:
Noront will announce the number of Retention Elections (as defined below) received, on an interim basis, as of 5:00 p.m. (Toronto time) on March 14, 2022 (the “Interim Announcement“).
- Retain their Common Shares – Shareholders who wish to retain all or a portion of their Common Shares, and remain as a Shareholder of Noront following the completion of the Arrangement, are required to make an election to retain their Common Shares (the “Retention Election“) by the 10th day following the Interim Announcement (the “Retention Election Deadline“). Based on current timelines, the Retention Election Deadline is scheduled for 5:00 p.m. (Toronto time) on March 25, 2022.
TORONTO – MINING – Noront Resources Ltd. (“Noront” or the “Company“) (TSXV:NOT) is pleased to announce the mailing of its management information circular (the “Circular“) and related form of proxy, letter of transmittal and retention election form (collectively, the “Meeting Materials“) to the shareholders of Noront (the “Shareholders“) in connection with the Special Meeting (as defined below).
The Meeting Materials are being mailed to Shareholders of record as of January 31, 2022 in connection with the special meeting of Shareholders scheduled to be held on March 15, 2022 (the “Special Meeting“) to consider and, if deemed advisable, approve, among other things, the proposed plan of arrangement (the “Arrangement“) involving Wyloo Metals Pty Ltd. (“Wyloo Metals“) and its wholly-owned subsidiary Wyloo Canada Holdings Pty Ltd (“Wyloo Canada” and, together with Wyloo Metals and their affiliates, the “Wyloo Parties“). If the Arrangement becomes effective, Wyloo Canada would acquire up to all of the issued and outstanding common shares of the Company (the “Common Shares“) that the Wyloo Parties do not already own. Shareholders of record as of January 31, 2022 will receive notice of and be entitled to vote at the Special Meeting. The Meeting Materials are also available on SEDAR (www.sedar.com) under Noront’s issuer profile.
The Special Meeting will be held virtually and commencing at 10:00 a.m. (Toronto time) on March 15, 2022. Shareholders can access the Special Meeting using the following link: https://meetnow.global/M5WUKFK.
Following the Special Meeting, in conjunction with the announcement of the voting results of the Special Meeting, Noront will announce the number of Retention Elections (as defined below) received, on an interim basis, as of 5:00 p.m. (Toronto time) on March 14, 2022 (the “Interim Announcement“). Following the Interim Announcement, Shareholders will then have a further ten days to make a Retention Election (as defined below).
The Arrangement Consideration and Retention Elections
Under the Arrangement, Shareholders (other than the Wyloo Parties) are being given the opportunity, in respect of all or a portion of their Common Shares, to:
- Receive Cash Consideration of $1.10 per Common Share – Shareholders who wish to receive the cash consideration of $1.10 per Common Share will not be required to make any election in respect of the Arrangement; OR
- Retain their Common Shares – Shareholders who wish to retain all or a portion of their Common Shares, and remain as a Shareholder of Noront following the completion of the Arrangement, are required to make an election to retain their Common Shares (the “Retention Election“) by the 10th day following the Interim Announcement (the “Retention Election Deadline“). Based on current timelines, the Retention Election Deadline is scheduled for 5:00 p.m. (Toronto time) on March 25, 2022.
Regardless of any Retention Elections made, if less than 20% of the outstanding Common Shares are subject to a Retention Election at the Retention Election Deadline, Wyloo Canada will acquire all of the Common Shares that the Wyloo Parties do not already own, including those Common Shares that are the subject of a Retention Election. This provision is intended to protect Shareholders by ensuring that all Common Shares will be purchased by Wyloo Canada under the Arrangement if, after the completion of the Arrangement, Shareholders (other than the Wyloo Parties) would not hold a sufficient percentage of the outstanding Common Shares for Noront to meet the continued listing requirements of the TSX Venture Exchange. The Wyloo Parties and any person acting jointly or in concert with the Wyloo Parties are not entitled to make a Retention Election.
REGARDLESS OF THEIR ELECTION, SHAREHOLDERS ARE URGED TO VOTE THEIR COMMON SHARES PRIOR TO THE PROXY CUT-OFF DEADLINE OF MARCH 11, 2022, AT 10:00 A.M. (TORONTO TIME). APPROVING THE ARRANGEMENT GIVES SHAREHOLDERS THE OPPORTUNITY TO SELL THEIR COMMON SHARES FOR CASH CONSIDERATION OF $1.10 PER COMMON SHARE OR OTHERWISE ELECT TO RETAIN THEIR COMMON SHARES.
For more details on the Arrangement, the Special Meeting, the cash consideration and the Retention Election, please see the Circular which is available on SEDAR (www.sedar.com) under Noront’s issuer profile.
Receipt of Interim Order and Conditional Approval of the TSX Venture Exchange
Noront is also pleased to announce that (i) the Ontario Superior Court of Justice (Commercial List) has granted an Interim Order dated February 11, 2022 providing for the calling and holding of the Special Meeting and other procedural matters for the Arrangement, and (ii) the TSX Venture Exchange has granted its conditional acceptance of the Arrangement, subject to the fulfillment of the conditions therein.
Completion of the Arrangement remains subject to, among other things, (i) approval of a special resolution by the Shareholders at the Special Meeting authorizing the Arrangement, and (ii) receipt of the Final Order of the Ontario Superior Court of Justice (Commercial List) for the Arrangement.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
Noront’s Board of Directors, other than Mr. Luca Giacovazzi who abstained from voting due to his conflict of interest in the Arrangement, on the basis of a unanimous recommendation of Noront’s Special Committee, and after receiving advice from its financial and legal advisors, approved the Arrangement and recommend that Shareholders vote FOR the Arrangement.
If you have any questions or require more information with regard to the procedures for attending the Special Meeting, voting, receiving the cash consideration or making the Retention Election, as applicable, please contact Shorecrest Group, by (i) telephone at 1-888-637-5789 (North American Toll-Free) or 1-647-931-7454 (Collect Calls Outside North America), or (ii) email at contact@shorecrestgroup.com.