Noront Resources Ltd. (TSXV: NOT) ("
Noront" or the
"
Company") today announced its intention to
complete a private placement financing (the "
Private
Placement") of 21,659,385 common shares of the Company
("
Common Shares") at a price of $0.283 per Common
Share (the "
Issue Price") to raise gross proceeds
of approximately $6.1 million. Closing of the Private Placement is
anticipated to occur on or about June 11, 2021.
The Company has an immediate need for funding
and intends to use the net proceeds of the Private Placement to
address its near-term working capital commitments, with any
remaining funds to be used to advance the development of its
portfolio of properties and associated activities located in the
Ring of Fire.
The Common Shares to be issued pursuant to the
Private Placement will be distributed in offshore jurisdictions
pursuant to Ontario Securities Commission Rule 72-503 –
Distributions Outside Canada and, as such, will not be subject to a
statutory hold period in accordance with applicable securities
laws. TD Securities Inc. is acting as agent and financial advisor
to Noront in connection with the Private Placement.
The Private Placement remains subject to the
receipt of all necessary approvals, including the final approval of
the TSX Venture Exchange (the "Exchange").
Top-Up Rights
Pursuant to an investor rights agreement between
the Company and Wyloo Canada Holdings Pty Ltd. ("Wyloo
Canada") dated April 16, 2021, the Company will provide
notice to Wyloo Canada of the Private Placement. Wyloo Canada will
be entitled to acquire Common Shares to maintain its pro rata
equity interest in the Company calculated on a partially-diluted
basis (the "Wyloo Top-Up Right"). If Wyloo Canada
exercises the Wyloo Top-Up Right in full, then an
additional 12,529,229 Common Shares would be issued to Wyloo
Canada at the Issue Price for additional gross proceeds of
approximately $3.5 million.
Pursuant to a subscription agreement between
Baosteel Resources International Co. Ltd.
("Baosteel") and the Company dated June 2, 2011,
the Company will provide notice to Baosteel of the Private
Placement. Baosteel will be entitled to acquire Common Shares to
maintain its pro rata equity interest in the Company (the
"Baosteel Top-Up Right"). If Baosteel exercises
the Baosteel Top-Up Right in full, and assuming the Wyloo Top-Up
Right is exercised, then an additional 1,960,769 Common Shares
would be issued to Baosteel at the Issue Price for additional gross
proceeds of approximately $0.55 million.
Further Response to Wyloo
Proposal
As previously disclosed, on May 25, 2021 Wyloo
Metals Pty Ltd. ("Wyloo Metals"), a holder of
approximately 23% of Noront's outstanding Common Shares, announced
its intention to make an offer to acquire all of the outstanding
Common Shares that it does not already own. However, the Company
wishes to clarify that Wyloo Metals has not yet commenced a
take-over bid and such a bid may never materialize.
Wyloo Metals is not permitted to commence a
take-over bid until a formal valuation of Noront is completed by an
independent valuator, which may take several weeks to complete.
Should Wyloo Metals proceed with a take-over bid, the Board of
Directors of Noront will carefully review such offer and provide a
recommendation to its shareholders.
In connection with the announcement of its
proposed offer, Wyloo Metals indicated its willingness to make a $5
million convertible loan available to the Company. The Board of
Directors of Noront, with input from its external advisors,
determined that, as a development stage company that does not
generate operating revenues, it would be inadvisable to burden the
Company with additional debt, without the ability to repay such
indebtedness in the near-term, particularly where the Company is
able to raise equity under the Private Placement. To that end, the
Company's efforts to raise equity pre-dated Wyloo Metals' intention
to make an offer to Noront shareholders.
Interest Shares
The Company also wishes to announce that
interest in the amount of $370,447.73 payable to Wyloo Canada for
the first quarter of 2021 pursuant to the loan agreement entered
into between Noront and Resource Capital Funds V L.P.
("RCF") dated February 26, 2013, and assigned by
RCF to Wyloo Canada on April 22, 2021, is proposed to be satisfied
by the delivery of 1,411,767 Common Shares (the "Interest
Shares") to Wyloo Canada at an effective price of $0.2624
per Interest Share. The issuance of the Interest Shares remains
subject to the approval of the Exchange. The Interest Shares, when
issued, will be subject to a four month hold period. The
calculation of the number of Interest Shares issued was based on
the volume weighted average trading price of the Common Shares
during the 20 trading days prior to March 31, 2021.
About Noront ResourcesNoront
Resources Ltd. is focused on development of its high-grade Eagle’s
Nest nickel, copper, platinum and palladium deposit and the world
class chromite deposits including Blackbird, Black Thor, and Big
Daddy, all of which are located in the James Bay Lowlands of
Ontario in an emerging metals camp known as the Ring of Fire.
www.norontresources.com
CAUTIONARY LANGUAGE AND FORWARD-LOOKING
STATEMENTS
This news release includes certain statements
that may be deemed "forward-looking statements". Except for
statements of historical fact relating to Noront, information
contained herein constitutes forward-looking information, including
any information related to Noront's strategy, plans or future
financial or operating performance. Forward-looking information is
characterized by words such as "plan", "expect", "budget",
"target", "project", "intend", "believe", "anticipate", "estimate"
and other similar words, or statements that certain events or
conditions "may", "will", "could" or "should" occur. In order to
give such forward-looking information, the Company has made certain
assumptions about its business, operations, the economy and the
mineral exploration industry in general on each of the foregoing.
Forward-looking information is based on the opinions, assumptions
and estimates of management considered reasonable at the date the
statements are made, and are inherently subject to a variety of
risks and uncertainties and other known and unknown factors that
could cause actual events or results to differ materially from
those described in, or implied by, the forward-looking information.
Although Noront has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in, or implied by, the forward-looking
information, there may be other factors that cause actions, events
or results not to be anticipated, estimated or intended. There can
be no assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. The reader is
cautioned not to place undue reliance on forward-looking
information. The forward-looking information contained herein is
presented for the purpose of assisting investors in understanding
Noront's expected performance and Noront's plans and objectives and
may not be appropriate for other purposes. All forward-looking
information contained herein is given as of the date hereof, as the
case may be, and is based upon the opinions and estimates of
management and information available to management of the Company
as at the date hereof. The Company undertakes no obligation to
update or revise the forward-looking information contained herein
and the documents incorporated by reference herein, whether as a
result of new information, future events or otherwise, except as
required by applicable laws.
Neither the Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
This release does not constitute an offer to
sell or a solicitation of an offer to buy any securities in the
United States. The securities described herein have not been, and
will not be, registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or
any state securities laws, and may not be offered or sold within
the United States except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities laws or pursuant to available exemptions therefrom.
For Further Information Contact:
Greg RieveleyChief Financial
Officergreg.rieveley@norontresources.com(416) 367-1444
Shareholders:
Laurel Hill Advisory Group1-877-452-7184 (toll-free in North
America) or 1-416-304-0211 (collect call outside North
America)assistance@laurelhill.com
Media:
Ian Hamiltonihamilton@longviewcomms.ca(905) 399-6591
Janice Mandeljanice.mandel@stringcom.com(647) 300-3853
Noront Resources (TSXV:NOT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Noront Resources (TSXV:NOT)
Historical Stock Chart
From Apr 2023 to Apr 2024