In addition, the Minority Shareholders (as defined below) of the Company also approved the interest share proposal (the 'Interest Share Proposal'), pursuant to which the Company may elect to issue common shares to settle any accrued interest under the terms of a loan agreement among the Company and
To become effective, the Arrangement required the approval of: (i) at least two-thirds (66 %) of the votes cast by Shareholders present virtually or represented by proxy at the Special Meeting and (ii) a simple majority (50%) of the votes cast by Shareholders present virtually or represented by proxy at the Special Meeting, other than the votes cast by Mr.
To become effective, the Interest Share Proposal required the approval of a simple majority (50%) of the votes cast by Minority Shareholders present virtually or represented by proxy at the Special Meeting.
Detailed voting results in respect of the approval of the Arrangement and Interest Share Proposal are as follows: Interim Retention Election Announcement
Under the terms of the Arrangement, Shareholders are being given the opportunity, in respect of all or a portion of their common shares of the Company (the 'Common Shares'), to: (i) receive a cash consideration of
As of
Together, the Existing Retention Elections and Pending Retention Elections represent an aggregate of 48,469,203 Common Shares, representing approximately 8.6% of the issued and outstanding Common Shares as of the Interim Election Deadline.
Shareholders will have until
Shareholders who wish to make a Retention Election should be advised that if, following the Retention Election Deadline, less than 20% of the issued and outstanding Common Shares are the subject of a Retention Election, Wyloo AcquisitionCo will acquire all of the Common Shares not already owned or controlled by the Wyloo Parties (the 'Automatic Squeeze-Out'), including those Common Shares that are the subject of a Retention Election. Such Automatic Squeeze-Out 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
Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the Arrangement, including the final approval of the
Amendment to the Arrangement Agreement
Noront also announces that it has executed an amending agreement dated
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Contact:
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Email: ihamilton@longviewcomms.ca
Cautionary Statement Regarding Forward-Looking Information
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, 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, including obtaining the final Court approval (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 number of Retention Elections expected to be submitted prior to the Retention Election deadline, the potential of the Ring of Fire, and projections about the world's transition to a lower carbon future.
Although Noront believes 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's management and boards of directors, as of the date hereof. Noront cautions 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 the Company's 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 will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Noront, the current Shareholders, or the future results and performance of Noront.
Forward-looking information and statements in this news release are based on beliefs and opinions of Noront 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 disavows and disclaims 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.
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