Wyloo Metals Pty Ltd completed the acquisition of the remaining 76.54% stake in Noront Resources Ltd.
Upon successful completion of the acquisition proposal, Wyloo Metals intends to put in place a new Noront Board including Andrew Forrest, Ian W. Delaney, Warren Gilman and Luca Giacovazzi. Wyloo Metals also intends to conduct a search process for additional directors and executive management for Noront. The transaction is subject to customary conditions, including but not limited to their having been deposited under the offer and not withdrawn at the expiry time, such number of Noront shares that constitute at least 66 2/3% of the outstanding Noront shares, all stock options, warrants and other convertible securities of Noront shall have been exercised, terminated or otherwise cancelled, receipt of all required regulatory and third-party approvals. The transaction is subject to final approval of the Ontario Superior Court of Justice. Noront recommends that shareholders defer taking any action in respect of the Proposal. Noront's Board of Directors has formed a Special Committee including three independent directors. Noront's Board of Directors, on the basis of the unanimous recommendation of Noront's Special Committee comprised of independent directors, and after receiving advice from its financial and legal advisors, unanimously approved the Arrangement and recommend that Shareholders of Noront vote in favour of the Arrangement. As of February 11, 2022, the Ontario Superior Court of Justice (Commercial List) has granted an Interim Order and the TSX Venture Exchange has granted its conditional acceptance of the Arrangement, subject to the fulfillment of the conditions therein. On March 15, 2022, shareholders of the Noront approved the proposed plan of arrangement. As reported on March 28, 2022, an aggregate of 81.6 million Common Shares (representing approximately 14.4% of the issued and outstanding Common Shares) are the subject of a Retention Election. Accordingly, all shareholders of Noront will be entitled to receive the cash consideration of $1.10 per Common Share, including in respect of any Retained Shares. As of February 11, 2022, the transaction is expected to complete in April 2022. As of March 28, 2022, the closing is scheduled to occur on April 7, 2022. TD Securities Inc. acted as financial advisor and fairness opinion provider while Bennett Jones LLP acted as legal advisor to Noront Resources Ltd. Stifel Nicolaus Canada acted as fairness opinion provider to Noront. Maxit Capital LP acted as financial advisor; McCarthy Tétrault LLP acted as legal advisor; and Shorecrest Group acted as strategic communications advisor; proxy solicitation and information agent to Noront. Longview Communications & Public Affairs is acting as communications advisor to Noront. Computershare Investor Services Inc. acted as the depository and transfer agent to Noront. Noront will pay a fee of CAD 0.13 million to Shorecrest Group for proxy solicitation services.
Wyloo Metals Pty Ltd completed the acquisition of the remaining 76.54% stake in Noront Resources Ltd. (TSXV:NOT) on April 7, 2022. Following the acquisition, Noront will become a wholly-owned subsidiary of Wyloo Metals. With the arrangement now complete, Noront intends to cause its common shares to be delisted from the TSX Venture Exchange