TIDMBHP
RNS Number : 6008P
BHP Group PLC
20 October 2021
NEWS RELEASE
Release Time IMMEDIATE
Date 20 October 2021
Release Number 24/21
Update on recommended all-cash offer for Noront Resources
Limited
Further to BHP's release on 31 August 2021, in relation to the
recommended all-cash offer to acquire all of the issued and
outstanding common shares of Noront Resources Limited by BHP
Western Mining Resources International Pty Ltd, an update is
provided in the attached release.
Information on BHP can be found at: bhp.com
Authorised for lodgement by:
Stephanie Wilkinson
Group Company Secretary
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Dinesh Bishop
Tel: +61 3 9609 3830 Mobile: +61 Mobile: +61 407 033 909
411 071 715
Europe, Middle East and Africa
Europe, Middle East and Africa
James Bell
Neil Burrows Tel: +44 20 7802 7144 Mobile:
Tel: +44 20 7802 7484 Mobile: +44 +44 7961 636 432
7786 661 683
Americas
Americas
Brian Massey
Judy Dane Tel: +1 713 296 7919 Mobile:
Tel: +1 713 961 8283 Mobile: +1 +1 832 870 7677
713 299 5342
BHP Group Limited ABN 49 004 028 BHP Group plc Registration
077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and
Registered Office: Level 18, 171 Wales
Collins Street Registered Office: Nova South,
Melbourne Victoria 3000 Australia 160 Victoria Street
Tel +61 1300 55 4757 Fax +61 3 London SW1E 5LB United Kingdom
9609 3015 Tel +44 20 7802 4000 Fax +44
20 7802 4111
Members of the BHP group which is headquartered in Australia
BHP increases all-cash offer for Noront to C$0.75 per share
Noront recommends shareholders accept improved BHP offer
-- BHP increases its all-cash offer to Noront shareholders to
C$0.75 per share, representing a 36% premium to its previous offer,
a 7% premium to the Wyloo offer and a 213% premium to Noront's
unaffected price.
-- Noront supports BHP's improved offer and recommends
shareholders tender now to receive the cash consideration
offered.
-- The BHP offer will be open until 11:59 p.m. (Toronto time) on
November 9, 2021. Shareholders have 22 days to decide to accept the
full and immediate value offered by BHP.
-- BHP's offer does not require Wyloo's support to be successful .
-- BHP's all-cash offer provides certainty of value and liquidity.
Offer expires 11:59 p.m. (Toronto time) on November 9, 2021; for
more information visit NorontTender.ca
Toronto, Ontario / Melbourne, Victoria - October 20, 2021 - BHP
Lonsdale Investments Pty Ltd ("BHP Lonsdale"), a wholly owned
subsidiary of BHP, and Noront Resources Ltd. (TSXV: NOT) ("Noront")
announced today that BHP has agreed to increase its all-cash offer
for Noront shares to C$0.75 per share (the "Offer").
The Noront Board, considering the superior C$0.75 per share cash
purchase price in the amended Offer, has determined that the
proposal from Wyloo Metals Pty Ltd. ("Wyloo"), at a price of C$0.70
per share, has ceased to be a "superior proposal", and recommends
the Noront shareholders tender their shares to the BHP Offer.
Shareholders have until 11:59 p.m. (Toronto Time) on November 9
, 2021 to accept the increased Offer and tender their shares.
Improved Premium & Highest All-Cash Offer Available to
Shareholders
BHP's increased Offer of C$0.75 per Noront share is superior to
other offers available to Noront and its shareholders. BHP had the
option to match Wyloo and elected to exceed Wyloo's proposal by
C$0.05. BHP's increased offer delivers compelling value to Noront
shareholders:
213% premium over Noront's unaffected price of C$0.24[1]
36% premium over BHP's previous offer of C$0.55 per share
7% premium over Wyloo's latest offer of C$0.70 per share
BHP Chief Development Officer, Johan van Jaarsveld, said: "Our
increased offer of C$0.75 per share provides a compelling premium
for Noront shareholders and is available to shareholders now. Our
offer provides shareholders with the value inherent in Noront's
portfolio of projects, including the Eagle's Nest project,
delivering shareholders who accept our offer certainty of value and
immediate liquidity."
Certainty of Value Today; Protection from Execution &
Dilution Risk
The Offer provides 100% cash consideration for Noront shares,
providing Noront shareholders with certainty of value now while
removing financing, market, regulatory and execution risks to
Noront shareholders.
BHP recognizes that delivering Noront's portfolio of projects in
the Ring of Fire is expected to take many years, require
significant capital investment, development of remote
infrastructure, and management of numerous stakeholders. There is
no certainty that shareholders remaining invested in Noront will
ever realize the value for their shares offered by BHP in cash
today.
Noront and BHP believe that the Offer provides Noront
shareholders with the value inherent in Noront's portfolio of
projects without the long-term risks associated with the
development and execution of those projects. Noront CEO, Alan
Coutts, said: "This transaction provides a premium to Wyloo's
offer, and delivers certainty of value to Noront shareholders via
an all-cash offer. Noront's Board of Directors, determined that
BHP's improved offer is in the best interests of the company and
its shareholders and recommends Noront shareholders tender their
shares to the BHP offer."
Noront's Board of Directors, with input from its financial and
legal advisors and the Special Committee, determined the improved
offer is fair, from a financial point of view, to Noront
shareholders (other than BHP Lonsdale and its affiliates).
The BHP Offer Does Not Require Wyloo's Support
Wyloo's support of the transaction is not required in order for
the Offer to be successful. In order for Noront shareholders to
receive the C$0.75 all-cash offer price for their shares, at least
50% of shares not owned by BHP must be tendered. Only those who
tender their shares will receive the cash consideration of C$0.75
per share. If shareholders other than Wyloo support the Offer and
tender their shares, the Offer will succeed.
BHP Chief Development Officer, Johan van Jaarsveld, said: "Now
is the time for shareholders to decide if they want to tender to
our improved offer and crystallize the compelling and full value it
represents."
To tender your shares, see shareholder information below.
For Noront shareholders
A notice of variation (the "Notice of Variation") in respect of
the Amended Offer will be mailed shortly to Noront shareholders and
will be available under Noront's profile on SEDAR at www.sedar.com
and on Noront's website at www.norontresources.com .
Tendering is quick and easy
Only those who tender their shares will receive the cash
consideration of C$0.75 per share. For more information, please
visit www.noronttender.ca .
Tender by 11:59 p.m. (Toronto time) on November 9, 2021
How to tender your shares
Shareholder type: How do I tender my shares to
BHP's offer?
Beneficial Contact your bank or your broker's
Most Noront shareholders are corporate actions department
beneficial shareholders. This immediately and instruct them
means your Noront shares are to tender your shares to the
held through a broker, bank, Offer.
or other financial intermediary,
and you do not have a share certificate.
--------------------------------------------
Registered Contact Kingsdale Advisors:
You hold your Noront shares directly Toll-free in North America: 1-866-581-0512
and may have a share certificate. Outside of North America: 416-867-2272
Email: contactus@kingsdaleadvisors.com
--------------------------------------------
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. www.norontresources.com
About BHP
BHP is a world-leading global resources company. We extract and
process minerals, oil and gas, with 80,000 employees and
contractors, primarily in Australia and the Americas. Our products
are sold worldwide, with sales and marketing led through Singapore
and Houston, United States. Our global headquarters are in
Melbourne, Australia. Our Potash head office is in Saskatoon and
our head office for metals exploration is in Toronto.
Our corporate purpose is to bring people and resources together
to build a better world. Our strategy is to create value by growing
our exposure to a portfolio of world-class, expandable assets in
future-facing commodities. We create value for our stakeholders and
the communities where we operate by focusing on safety,
sustainability, innovation and exceptional performance.
BHP has a strong track record in Canada
BHP has a strong track record of mining development and
investment in Canada over several decades. We have invested in
diamonds, potash, exploration, Carbon Capture and Storage (CCS)
research, and in environmental preservation through the BHP
Foundation in Canada's boreal forest. We have built strong
relationships with communities and stakeholders throughout our
history in Canada. Earlier this year, BHP approved US$5.7 billion
in investment for its Jansen project, for what stands to be one of
the world's largest, most modern potash mines and a significant
economic driver for Saskatchewan.
www.bhp.com
Contact details
BHP
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Dinesh Bishop
Tel: +61 3 9609 3830 Mobile: +61 Mobile: + 61 407 033 909
411 071 715
Europe, Middle East and Africa
Europe, Middle East and Africa
James Bell
Neil Burrows Tel: +44 2078 027 144 Mobile:
Tel: +44 20 7802 7484 Mobile: +44 7961 636 432
+44 7786 661 683
Americas
Americas
Brian Massey
Judy Dane Tel: +1 713 296 7919 Mobile:
Tel: +1 713 961 8283 Mobile: +1 +1 832 870 7677
713 299 5342
Noront
Media Relations Investor Relations
Ian Hamilton Greg Rieveley
Tel: +1 (905) 399 6591 Tel: +1 (416) 367 1444
ihamilton@longviewcomms.ca greg.rieveley@norontresources.com
Janice Mandel
Tel: +1 (647) 300 3853
janice.mandel@stringcom.com
Forward looking statements
Certain statements contained in this press release contain
"forward-looking information" within the meaning of applicable
securities laws and are prospective in nature. Forward-looking
information and statements are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties that could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to,
statements regarding: the Offer, including the anticipated timing,
mechanics, funding, completion, settlement, results and effects of
the Offer; reasons to accept the Offer; and the value inherent in
Noront's portfolio of projects, including the Eagle's Nest
project.
Although BHP Western Mining Resources International Pty Ltd (the
"Offeror"), BHP Lonsdale and Noront believe that the expectations
reflected in such forward-looking information and statements are
reasonable, such information and statements involve risks and
uncertainties, and undue reliance should not be placed on such
information and statements. Material factors or assumptions that
were applied in formulating the forward-looking information
contained herein include, without limitation, the expectations and
beliefs of the Offeror, BHP Lonsdale and Noront that the Offer will
be successful, that all required regulatory consents and approvals
will be obtained and all other conditions to completion of the
transaction will be satisfied or waived, and the ability to achieve
goals. The Offeror, BHP Lonsdale and Noront caution that the
foregoing list of material factors and assumptions is not
exhaustive. Many of these assumptions are based on factors and
events that are not within the control of the Offeror, BHP Lonsdale
or Noront, and there is no assurance that they will prove correct.
Consequently, there can be no assurance that the actual results or
developments anticipated by the Offeror, BHP Lonsdale or Noront
will be realized or, even if substantially realized, that they will
have the expected consequences for, or effects on, Noront, the
Offeror or BHP Lonsdale, or their respective future results and
performance.
Forward-looking information and statements in this press release
are based on the Offeror's, BHP Lonsdale's and Noront's beliefs and
opinions at the time the statements are made, and there should be
no expectation that these forward-looking statements will be
updated or supplemented as a result of new information, estimates
or opinions, future events or results or otherwise, and the
Offeror, BHP Lonsdale and Noront disavow and disclaim any
obligation to do so except as required by applicable law. Nothing
contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of the Offeror or any
of its affiliates or Noront.
Neither the TSX Venture Exchange nor its Regulation Services
Provided (as that term is defined in the Policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
[1] On May 21, 2021, the last trading day prior to Wyloo's first
publicly announced intention to make an offer for Noront at C$0.315
per share.
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END
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