Noront Resources share purchase offer extended

2021-11-08 16:52 ET - Miscellaneous

Further to the TSX Venture Exchange bulletin dated Aug. 24, 2021, the offer has been extended and amended as follows.

Transaction terms: BHP Western Mining Resources International Pty. Ltd. (the offeror), a wholly owned subsidiary of BHP Lonsdale Investments Pty. Ltd., has prepared second notice of variation and extension to give notice of the extension of the period for acceptance of its offer dated July 27, 2021, as previously amended and supplemented by the notice of variation dated Oct. 21, 2021, to purchase, on the terms and subject to the conditions of the existing offer, all of the issued and outstanding common shares of Noront Resources Ltd. (other than Common Shares owned by the Offeror or any of its affiliates), and any Common Shares that may become issued and outstanding after the date of the Original Offer but prior to the Expiry Time upon the exercise, exchange or conversion of (i) Options under the Option Plan, (ii) Share Awards under the Share Awards Plan, (iii) Warrants, or (iv) any other Convertible Securities, at a price of $0.75 in cash per Common Share (the "Increased Offer Price").

If all of the conditions of the Offer described in Section 4 of the Original Offer, "Conditions of the Offer", have been satisfied or, where permitted, waived by the Offeror at or prior to the expiry of the initial deposit period, the Offeror will take up the Common Shares validly deposited under the Offer and not properly withdrawn immediately after the expiry of the initial deposit period (and in any event not prior to the date the initial deposit period expires) and will pay the Increased Offer Price for the Common Shares taken up as soon as possible but in any event not later than three business days (as defined under applicable Canadian securities Laws) after they are taken up. For the avoidance of doubt, the initial deposit period ends at the extended Expiry Time.

Questions and requests for assistance may be directed to Kingsdale Advisors, the Depositary and Information Agent, whose contact details are provided on the back cover of the Second Notice of Variation and Extension. Additional copies of the Second Notice of Variation and Extension, the Original Offer, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from the Depositary and Information Agent and are accessible on Noront Resource Ltd.'s SEDAR profile at www.sedar.com.

New Expiry Date: The Offer has been extended and is now open for acceptance until 7:00 p.m. (Toronto time) on November 16, 2021 (the "Expiry Time"), unless the Offer is further extended or withdrawn by the Offeror in accordance with its terms.

Exchange Procedure: Shareholders who have validly deposited and not withdrawn their Common Shares are not required to take any further action to accept the Offer. The Offer may be accepted by Shareholders delivering to the Depositary at its office in Toronto, Ontario at the address indicated in the Letter of Transmittal (printed on YELLOW paper) accompanying the Offer, so as to be received at or prior to the Expiry Time: certificate(s) representing the Common Shares in respect of which the Offer is being accepted; a Letter of Transmittal in the form accompanying the Offer or a manually executed facsimile thereof, properly completed and executed in accordance with the instructions set out in the Letter of Transmittal (including signature guarantee if required); and all other documents required by the terms of the Offer and the Letter of Transmittal. Alternatively, Shareholders may accept the Offer by (i) following the procedures for book-entry transfer of Common Shares set out in Section 3 of the Original Offer , "Manner of Acceptance - Acceptance by Book-Entry Transfer", or (ii) following the procedure for guaranteed delivery set out in Section 3 of the Original Offer, "Manner of Acceptance - Procedure for Guaranteed Delivery", using the Notice of Guaranteed Delivery (printed on PINK paper) that accompanied the Offer to Purchase and Circular (or a manually executed facsimile thereof).

Shareholders whose Common Shares are registered in the name of an investment advisor, stockbroker or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Common Shares under the Offer. Such nominees or other intermediaries may establish deposit cut-off times that are prior to the Expiry Time. Shareholders must instruct their nominees promptly if they wish to deposit their Common Shares.

Notice of Guaranteed Delivery: The Notice of Guaranteed Delivery must be delivered by courier, e-mailed (with original to follow) or mailed to the Depositary at its office in Toronto, Ontario at the address indicated in the Notice of Guaranteed Delivery at or prior to the Expiry Time and must include a guarantee by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery. The certificate(s) representing all deposited Common Shares in proper form for transfer, together with a Letter of Transmittal, or a manually executed facsimile thereof, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal (including signature guarantee if required) and all other documents required by the terms of the Offer and the Letter of Transmittal must be received by the Depositary at the office address indicated on the back page of the Letter of Transmittal prior to 5:00 p.m. (Toronto time) on the third trading day on the TSX Venture Exchange (the "TSXV") after the Expiry Time.

Disclosure Document(s): Offer dated Jul 27, 2021, First Notice of Variation dated October 21, 2021 and Second Notice of Variation and Extension dated November 4, 2021 are available at www.sedar.com. Capitalized terms not otherwise defined are defined in the Disclosure document.

Mandatory Trading and Settlement Rules: In connection with the extension of the Expiry Date, previous Trading and Settlement Rules as follows are cancelled:

Trade Date        Settlement Date

November 9, 2021  November 10, 2021

New trading and settlement rules:

Trade Date         Settlement Date

November 16, 2021  November 17, 2021