Wyloo offer $1.10
ORIGINAL: Wyloo Metals Strongly Improves Offer for Noront
2021-12-12 21:29 ET - News Release
PERTH, Australia, Dec. 12, 2021 (GLOBE NEWSWIRE) -- Wyloo Metals Pty Ltd (“Wyloo Metals”) has today provided the board of Noront Resources Ltd. (TSXV: NOT) (“Noront”) with a letter outlining a further improved offer to acquire up to 100% of the shares in Noront that it does not already own for Cdn$1.10 per share (the “Revised Wyloo Offer”). 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:
- True optionality for Noront shareholders: Shareholders will be provided with an attractive option of (i) accepting cash consideration of Cdn$1.10 per share for some or all of their shares, and (ii) continuing to participate in Noront’s unrealized potential by remaining as a shareholder.
- A superior offer price: The Revised Wyloo Offer represents a significantly superior price to that offered by BHP.
- Greater deal certainty: Wyloo Metals does not intend to support any alternate offers for Noront. Without the support of Wyloo Metals’ 37.2% direct interest in Noront, a competing plan of arrangement cannot be successful, and a competing take-over bid will be unlikely to meet any minimum tender condition.
- A world-class Board of Directors: Noront will be revitalized under the leadership of a new Board of Directors, led by Dr. Andrew Forrest AO.
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:
- the terms of the Revised Wyloo Offer are clearly financially superior and also provide greater optionality to Noront’s shareholders than the take-over bid proposed by BHP;
- the Revised Wyloo Offer has a greater certainty of success than the take-over bid proposed by BHP; and
- the Revised Wyloo Offer would reasonably be expected to constitute a “Superior Proposal” under the terms of the support agreement between Noront and BHP.
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 Ttrault 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
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.
DISCLAIMER
Some of the statements in this press release may be forward looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. Wyloo Metals does not make any representation or warranty, express or implied, as to the accuracy, completeness or updated status of such statements. Therefore, in no case whatsoever will Wyloo Metals and its affiliate companies be liable to anyone for any decision made or action taken in connection with the information and/or statements in this press release or for any related damages.
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.