Noront Resources Ltd. (TSXV: NOT) ("
Noront" or the
"
Company") has completed its previously-announced
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") for gross proceeds of
approximately $6.1 million, excluding the Wyloo Top-Up Shares (as
defined below).
In connection with the Private Placement, Wyloo
Canada Holdings Pty Ltd. ("Wyloo Canada")
exercised its top-up right to maintain its pro rata equity interest
in the Company (the "Wyloo Top-Up") by subscribing
for an additional 12,744,363 Common Shares at the Issue Price (the
"Wyloo Top-Up Shares") for additional gross
proceeds of approximately $3.6 million.
Accordingly, the Company issued an aggregate of
34,403,748 Common Shares at the Issue Price for gross proceeds of
approximately $9.7 million pursuant to the Private Placement and
the Wyloo Top-Up.
In addition, Baosteel Resources International
Co. Ltd. ("Baosteel") has a right to maintain its
pro rata equity interest in the Company by acquiring an additional
1,966,125 Common Shares at the Issue Price (the "Baosteel
Top-Up Shares") for additional gross proceeds of
approximately $0.55 million. Baosteel has until July 5, 2021 to
exercise its top-up right to acquire the Baosteel Top-Up
Shares.
The Common Shares issued pursuant to the Private
Placement were 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. The Wyloo Top-Up
Shares are subject to a hold period of four months and one day from
the date of issuance.
TD Securities Inc. acted as agent and financial
advisor to Noront in connection with the Private Placement and
received a cash commission equal to 3% of the gross proceeds raised
from the Private Placement.
The Private Placement remains subject to the
final approval of the TSX Venture Exchange (the
"Exchange").
Wyloo Canada is a "related party" of Noront as
Wyloo Canada is a person that has beneficial ownership of, and
control or direction over, directly or indirectly, securities of
Noront carrying more than 10% of the voting rights attached to all
of Noront's outstanding voting securities. As a result, the
issuance of the Wyloo Top-Up Shares is a "related party
transaction" pursuant to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101"), incorporated by reference into
Policy 5.9 – Protection of Minority Security Holders in Special
Transactions of the Exchange. Noront is relying on (i) the
exemption set forth in sections 5.5(a) and (b) of MI 61-101 from
the formal valuation requirement, and (ii) the exemption set forth
in section 5.7(a) of MI 61-101 from the "minority approval"
requirement, in connection with the issuance of the Wyloo Top-Up
Shares.
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
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