The Canadian affiliate of Australia’s Wyloo Metals has closed a cornerstone investment in Noront Resources, a Toronto-based mining company operating in North Ontario’s Ring of Fire. Wyloo Canada acquired interests previously held by US mining private equity firm Resource Capital Funds. It paid $11.5 million for RCF’s shares of Noront and acquired a $15 million convertible loan.
PERTH, Australia, April 22, 2021 (GLOBE NEWSWIRE) Wyloo Canada Holdings Pty Ltd. (Wyloo Canada) has become a cornerstone investor in Noront Resources Ltd. (Noront) by completing a previously announced acquisition of all beneficial interests in Noront previously controlled by Resource Capital Fund V L.P. and its affiliates (RCF).
Under the terms of the deal, Wyloo Canada acquired the following instruments held by RCF:
96,347,383 Noront common shares and warrants to acquire 1,774,644 Noront common shares;
US$15,000,000 convertible loan maturing September 30, 2021; and
a 1.0% net smelter return royalty over the Eagle s Nest deposit.
Under the terms of its agreements with RCF entered into on December 4, 2020, Wyloo Canada purchased the 96,347,383 Noront common shares for an aggregate purchase price of US$11.5 million (C$14.8 million, or C$0.16 per share based on the exchange rate as at the date of the agreement) and purchased the convertible loan for US$15.0 million (which is the principal amount of the loan). The Noront common shares acquired represent approximately 22.95% of the 419,743,001 currently outstanding Noront common shares. Based on the current conversion price of the loan, Wyloo Metals would acquire approximately 93,750,000 Noront common shares upon full conversion of the loan and would, if the warrants it has acquired were also exercised, result in Wyloo Canada holding 192,927,790 Noront common shares, representing approximately 37.02% of the Noront common shares on a partially diluted basis.
As part of the transaction, Noront has granted to Wyloo Canada investor rights consistent with the rights previously held by RCF (including pre-emptive rights and rights to two board nominees).
This acquisition by Wyloo Canada is for investment purposes. Wyloo Canada does not have any current plans or intentions to buy or sell further Noront shares (other than potentially exercising its loan conversion or warrant exercise rights), to solicit proxies or to otherwise participate in any significant transaction involving Noront. Wyloo Canada will review its investment on a continuing basis. Depending on various factors, it may in the future purchase or sell securities or engage in other activities relating to Noront.
Wyloo Canada will be filing an early warning report under Noront s profile on SEDAR, and copies of the report may be obtained at sedar.com.
The acquisitions of these securities from RCF was made in reliance upon the private agreement exemption from the formal take-over bid requirements of applicable Canadian securities legislation. The per share price paid by Wyloo Canada is less than the market price of the Noront common shares at the date of the agreement, as determined in the manner prescribed by applicable Canadian securities legislation.
Noront is a Canadian-based miner principally focused on the responsible development of the high-grade Eagle s Nest nickel, copper, platinum in Northern Ontario.
ABOUT WYLOO CANADA
Wyloo Canada is a subsidiary of Wyloo Metals an Australian-based metals and mining company and forms part of Tattarang, one of Australia s largest private investment groups. Led by a multidisciplinary team of geologists, engineers and financial professionals, Wyloo Metals manages a diverse portfolio of exploration and development projects and cornerstone interests in a number of public and private companies. Wyloo Metals seeks to work closely with all stakeholders to accelerate projects through the development cycle while meeting the highest international environmental, social and governance standards.