FAQs


Q1: What action do shareholders need to take in regard to the news release of Wyloo Metals announcing its intention to make an unsolicited take-over bid to acquire Noront Resources?

A1: There is no action for shareholders to take at this time.

Wyloo Metals has only issued a news release announcing its intention to make an unsolicited bid to acquire all of the outstanding common shares of Noront Resources that it does not already own (the “Proposal”). Wyloo Metals has not actually made a take-over bid yet.

It’s important to understand that Wyloo Metals is not permitted to make the Proposal until a “formal valuation” of the common shares of Noront Resources is completed by an independent valuator, which may take several weeks to complete.

Should Wyloo Metals make the Proposal, then the Board of Directors of Noront will carefully review it and provide a recommendation to shareholders.

Also, if the Proposal is actually made, then shareholders will have a period of 105 days to consider their alternatives and respond to such an offer, and will be provided with advice by the Board of Directors of Noront at the appropriate time.

Noront Resources recommends that shareholders take no action in respect of the announcement by Wyloo Metals at this time, as Wyloo Metals’ announcement does not constitute an offer, and no offer may ever actually be made.

Q2: As an “insider” of Noront Resources, what steps must be taken before Wyloo Metals can initiate a take-over bid?

A2: Wyloo Metals has only issued a news release announcing its intention to make the Proposal. Wyloo Metals has not actually made a formal take-over bid. Wyloo Metals is not permitted to make the Proposal until a “formal valuation” of the common shares of Noront Resources is completed by an independent valuator. The “formal valuation” is required by securities laws to protect the interests of minority shareholders – which, in the case of Noront Resources, is all of the shareholders other than Wyloo Metals – in certain types of transactions.

Once a “formal valuation” has been finalized, then Wyloo Metals would need to make the Proposal by sending a take-over bid circular to Noront’s shareholders, with the disclosures required by securities laws and in compliance with applicable laws.

Should Wyloo Metals make the Proposal by following the steps noted above, then the Board of Directors of Noront will review the details of such proposal and provide a recommendation to shareholders at the appropriate time.

Also, if the Proposal is actually made, then shareholders will have a period of 105 days to consider their alternatives and respond to such an offer, and will be provided with advice by the Board of Directors of Noront at the appropriate time.

At this time, Noront Resources recommends that shareholders defer taking any action in respect of the announcement of Wyloo Metals, as such announcement does not constitute an offer, and no offer may ever actually be made.

Q3: How does the news release of Wyloo Metals announcing its intention to make an unsolicited bid to acquire Noront Resources impact the previously-scheduled annual and special shareholders’ meeting to be held on June 9, 2021?

A3: Wyloo’s announcement of an intention to make the Proposal does not, in any way, relate to the previously-scheduled annual and special shareholders’ meeting to be held on June 9, 2021 (the “Shareholders’ Meeting”). To that end, Noront Resources encourages its shareholders to vote for all director nominees and on the other matters described in the management information circular of Noront Resources dated April 30, 2021. For assistance voting your common shares of Noront Resources, please see below under the heading “How can I receive assistance voting my shares at the Shareholders’ Meeting?”.

Leading independent international corporate governance analysis and proxy advisory firms Institutional Shareholder Services and Glass, Lewis & Co., have recommended that Noront Resources shareholders vote FOR all of the director nominees of Noront Resources who are standing for election at the Shareholders’ Meeting. ISS and Glass Lewis provide voting recommendations to their subscribers after carefully considering what is in the best interests of shareholders.

Q4: How do I vote? Can I receive assistance voting my shares at the Shareholders’ Meeting?

A4: If you do not have access to your control number, please call your broker or financial institution to obtain it. The website to vote once your control number has been obtained is www.proxyvote.com

Shareholders who have questions or require voting assistance may contact Laurel Hill Advisory Group, the communication advisor and proxy solicitation agent of Noront Resources, by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (collect call outside North America) or by email at assistance@laurelhill.com.

Q5:  Why did Noront Resources adopt a shareholders rights plan, is it currently effective and how does it work?

A5: Noront Resources adopted a shareholder rights plan effective May 26, 2021 (the “Rights Plan”). The Rights Plan is designed to safeguard shareholders’ interests in connection with a take-over bid and to protect against “creeping bids” for the outstanding common shares of Noront Resources.

In the event that rights become exercisable under the Rights Plan, holders of the rights (other than the acquiring person and its related parties) will be permitted to exercise their rights to purchase additional common shares of Noront Resources at a 50% discount to the then prevailing market price. One right attaches to each issued and outstanding common share of Noront Resources.

While the Rights Plan is effective as of May 26, 2021, it is still subject to ratification by both the shareholders of Noront and the TSX Venture Exchange. If the Rights Plan is not ratified by Noront’s shareholders at a special meeting of shareholders of Noront on or prior to November 26, 2021, then the Rights Plan will terminate and all rights issued thereunder will be cancelled. A complete copy of the Rights Plan is available on SEDAR (www.sedar.com) under Noront’s issuer profile.

There is no action for shareholders to take at this time. Rights have not been triggered under the Rights Plan. In the unlikely event that rights become exercisable under the Rights Plan, shareholders will be provided with further direction at the appropriate time.

Q6: What is the status of the Ferrochrome Production Facility?

A6: Plans to advance a Preliminary Economic Assessment for the Ferrochrome Production Facility have been delayed until appropriate funding is in place. It is anticipated work will begin the second half of 2021 and be completed by mid 2022.

Q7: What is the status of the Ring of Fire Infrastructure?

A7: Local First Nations communities are leading the development of roads in the Ring of Fire. There are three road projects underway which require an additional two to three years of environmental studies before they can begin construction. The Province of Ontario is working with the communities and providing financial support for the process. An overview of these community-led projects and links to their corresponding websites can be found here: https://norontresources.com/about/regional-infrastructure/

Q8: What is the status of the Eagle’s Nest Feasibility Study?

A8: Noront Resources remains committed to preparing a feasibility study (FS) and associated environmental assessment for Eagle’s Nest, which will require work over the next few years. In the meantime, Noront plans to prepare a Preliminary Economic Assessment (PEA) that updates the technical description of the Eagle’s Nest project by the end of 2021. The PEA is required to complete an environmental assessment (EA) on Eagle’s Nest, provide information for the ongoing regional and infrastructure environmental assessments, and update the project economics.

norontresourceFAQs