Mr. Greg Rieveley reports
NORONT AND WYLOO METALS AMEND ARRANGEMENT AGREEMENT FOLLOWING REGULATORY REVIEW
Following discussions with and review by the applicable regulators, Noront Resources Ltd. and Wyloo Metals Pty. Ltd. have agreed to amend certain provisions of the previously announced arrangement agreement, effective Dec. 22, 2021.
More specifically, Noront, Wyloo Metals and Wyloo Canada Holdings Pty. Ltd. have entered into an amending agreement effective Feb. 3, 2022, to amend the arrangement as follows:
- Election only required for any shareholders wishing to retain shares: Only shareholders of the company who wish to retain all or a portion of their common shares of the company and remain as shareholders following the completion of the arrangement are required to make an election to retain their common shares. Such retention elections are due no later than the 10th day following the interim announcement (as defined herein).
- Deemed election to receive cash consideration: Any 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. For the avoidance of doubt, any shareholders who do not make a retention election will be deemed under the arrangement to have elected to receive the cash consideration of $1.10 per common share.
- Automatic squeezeout if less than 20 per cent of shareholders make a retention election: If the arrangement becomes effective and less than 20 per cent (as opposed to the initial threshold of 10 per cent) of the outstanding common shares are subject to retention elections, then, under the arrangement, Wyloo Metals will acquire all of the outstanding common shares that it does not already own, directly or indirectly, and any shareholders who made a retention election will not be entitled to retain their common shares and will instead be entitled to receive the cash consideration of $1.10 per common share.
- Automatic 10-day extension following interim deadline: In order to provide shareholders with greater transparency on the status of the retention elections, Noront will announce the number of retention elections received, on an interim basis, as of 5 p.m. Toronto time on the business day prior to the date of the special meeting of shareholders scheduled for March 15, 2022. The interim announcement will form part of Noront's announcement of the voting results of the meeting. Following such interim announcement, shareholders will be provided with an additional 10-day period to make additional retention elections or withdraw any previously delivered retention elections.
The summary herein is qualified entirely by the full text of the amending agreement, a copy of which is available on SEDAR under Noront's issuer profile. Additional information regarding the terms of the arrangement, including the background to the arrangement, the rationale for the unanimous recommendations of Noront's board and special committee, and how shareholders can participate in and vote at the meeting, will be included in the management information circular of Noront for the meeting. The circular is also expected to be filed on or around Feb. 16, 2022, on SEDAR under Noront's issuer profile. Shareholders are urged to read these and other relevant materials when they become available. Noront's board of directors, on the basis of the unanimous recommendation of Noront's special committee comprising independent directors and after receiving advice from its financial and legal advisers, unanimously approved the arrangement and recommend that shareholders of Noront vote in favour of the arrangement.
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