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Wyloo Metals completes take-private of Noront Resources

Wyloo Metals, an affiliate of Australian private investment firm Tattarang, has closed its acquisition of Noront Resources, a Toronto-based mining company.

Wyloo Metals, an affiliate of Australian private investment firm Tattarang, has closed its acquisition of Noront Resources, a Toronto-based mining company. The deal’s value was previously reported as about C$617 million. Noront, a developer in Northern Ontario’s multi-metals Ring of Fire region, said it will delist its shares from the TSX Venture Exchange.

PRESS RELEASE

Wyloo Metals Completes Acquisition of Noront

TORONTO, April 07, 2022 (GLOBE NEWSWIRE) — Noront Resources Ltd. (“Noront”) (TSXV: NOT) is pleased to announce the successful completion of its previously-announced statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the “Arrangement“) involving Wyloo Metals Pty Ltd. (“Wyloo Metals“) and its wholly-owned subsidiary, Wyloo Canada AcquisitionCo Pty Ltd. (the “Purchaser” and, together with Wyloo Metals and any of their affiliates, the “Wyloo Parties“).

Pursuant to the Arrangement, among other things, the Purchaser acquired all of the issued and outstanding common shares of Noront (the “Common Shares“) not already owned, directly or indirectly, by the Wyloo Parties. The Arrangement became effective at 12:01 a.m. (Toronto time) on April 7, 2022 (the “Effective Time“), resulting in Noront becoming a wholly-owned subsidiary of the Purchaser.

Paul Parisotto, former Chairman of the Board of Noront, stated: “We are pleased to have closed this transaction with Wyloo Metals, and wish Wyloo Metals all the best in their initiatives to develop the Ring of Fire. This transaction with Wyloo Metals is the result of a lot of hard work and support of many. On behalf of myself and the entire former Board of Directors of Noront, we wish to thank Alan Coutts, the former President and CEO, the senior management team and all of the Noront employees for their dedication and unwavering support over the years. We also wish to thank our shareholders, the First Nations communities that we have and continue to work with, stakeholders, business partners and all of our advisors for their continued support.”

Under the terms of the Arrangement, each former shareholder of Noront, other than the Wyloo Parties, is entitled to receive a cash consideration of $1.10 per Common Share (the “Cash Consideration“). Further, under the Arrangement, all options to acquire Common Shares outstanding immediately prior to the Effective Time have been assigned to Noront and cancelled, without any further action of the holders thereof, in exchange for a cash payment equal to the in-the-money value of the options, less applicable withholdings.

In order to receive the Cash Consideration in exchange for their Common Shares, registered shareholders are reminded that they must complete, sign and return the letter of transmittal to Computershare Investor Services Inc., in its capacity as depositary under the Arrangement, together with their certificate(s) or DRS advice(s) representing their Common Shares (including any Common Shares which such registered shareholder had previously elected to retain), in accordance with the tender procedures described in the Circular (as defined below). Any Common Shares held in the CDSX system were automatically deposited under the Arrangement and the beneficial shareholders thereof will receive the Cash Consideration in respect of such Common Shares. If you have any questions or require more information with regard to the procedures for receiving the Cash Consideration, please contact Shorecrest Group, by (i) telephone at 1-888-637-5789 (North American Toll-Free) or 1-647-931-7454 (Collect Calls Outside North America), or (ii) email at contact@shorecrestgroup.com.

With the Arrangement now complete, Noront intends to cause its Common Shares to be delisted from the TSX Venture Exchange (the “Exchange“) as soon as reasonably practicable following the closing of the Arrangement. In connection therewith, Noront intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Following the completion of the Arrangement, the board of directors of Noront has been reconstituted to include Dr. Andrew Forrest, Ian W. Delaney, Warren Gilman and Luca Giacovazzi.

Further details regarding the Arrangement are set out in Noront’s management information circular dated February 11, 2022 (the “Circular“) which is available on SEDAR (www.sedar.com) under Noront’s issuer profile.

Advisors

TD Securities Inc. acted as financial advisor and Bennett Jones LLP acted as legal advisor to Noront in connection with the Arrangement.

Maxit Capital LP acted as financial advisor and McCarthy Tétrault LLP acted as legal advisor to Wyloo Metals in connection with the Arrangement.

About Noront Resources

Noront Resources Ltd. is focused on the 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. See more at: www.norontresources.com.

About Wyloo Metals

Wyloo Metals is the metals and mining subsidiary 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 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. See more at: www.wyloometals.com.