TORONTO,
The Meeting Materials are being mailed to Shareholders of record as of
The Special Meeting will be held virtually and commencing at
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
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) onMarch 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
REGARDLESS OF THEIR ELECTION, SHAREHOLDERS ARE URGED TO VOTE THEIR COMMON SHARES PRIOR TO THE PROXY CUT-OFF DEADLINE OF
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
Noront is also pleased to announce that (i) the
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
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
About
About Wyloo Metals
Wyloo Metals is the metals and mining subsidiary of
Wyloo Canada, a wholly owned subsidiary of Wyloo Metals, currently holds an aggregate of 208,434,427 Common Shares, representing approximately 37.2% of the outstanding Common Shares. Wyloo Canada also holds warrants ("Noront Warrants") to acquire 1,774,664 Common Shares at an exercise price of
For More Information About Noront Resources, Please Contact:
Media Relations Tel: +1 (905) 399-6591 ihamilton@longviewcomms.ca | Investor Relations Tel: +1 (416) 367-1444 greg.rieveley@norontresources.com |
Tel: +1 (647) 300-3853 janice.mandel@stringcom.com | |
For More Information About Wyloo Metals, Please Contact:
Media Relations Tel (M): +61 427 782 503 Tel (P): +61 8 6460 4949 abennett@tattarang.com |
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the Arrangement, shareholder, regulatory and court approval of the Arrangement, the timing and ability of Noront to complete the Arrangement (if at all), the timing and ability of Noront to satisfy the conditions precedent to completing the Arrangement (if at all) as set forth in the arrangement agreement (as amended), the ability of Shareholders to continue to have an interest in the Company following the closing of the Arrangement, the potential of the Ring of Fire, and projections about the world's transition to a lower carbon future.
Although Noront and Wyloo Metals believe that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Noront and Wyloo Metals, and their respective management and boards of directors, as of the date hereof. Noront and Wyloo Metals caution that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within their control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Noront or Wyloo Metals will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Noront, the current Shareholders, or its future results and performance of Noront and Wyloo Metals. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the Circular available on SEDAR (www.sedar.com) under Noront's issuer profile.
Forward-looking information and statements in this news release are based on beliefs and opinions of Noront and Wyloo Metals, as the case may be, at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Noront and Wyloo Metals disavow and disclaim any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Noront.
Neither the
Source:
2022 GlobeNewswire, Inc., source