Tender your shares today for $0.55 per share in cash.
Get $0.55 In Cash For Each Noront Share

Get $0.55 in Cash for Each Noront Share

BHP’s all-cash offer provides shareholders with a significant premium and immediate value for your investment in Noront.

Why Tender?

Significant 69% premium to the closing price of C$0.325 on the TSXV on July 26, 2021
Liquidity and certainty of value with opportunity to receive cash for entire investment
Reduced risk by removing financing, market, and execution challenges faced by Noront
Tendering your shares is a quick and easy process – and only those who do will be paid.
Tender My Shares
The Offer is from BHP Western Mining Resources International Pty Ltd, a wholly owned subsidiary of BHP Lonsdale Investments Pty. Both BHP Western Mining Resources International Pty Ltd and BHP Lonsdale Investments Pty are wholly owned subsidiaries of BHP Group Limited.

Why Accept BHP's All-Cash Offer

Significant Premium:
The Offer represents a premium of:

  • 69% to the closing price of C$0.325 per Noront share on the TSXV on July 26, 2021 (the last trading day prior to the announcement of the Offer)
  • 75% to Wyloo’s stated price of $0.315/share when it announced an intention to bid for Noront on May 25, 2021
  • 129% to Noront’s unaffected share price prior to Wyloo’s announcement

Unanimous Recommendation of the Noront Board of Directors: The Noront Board of Directors, following the recommendation of the Special Committee of the Board and its financial and legal advisors, have determined that accepting the Offer is in the best interests of Noront, and that the Offer price is fair, from a financial point of view, to Noront shareholders, and UNANIMOUSLY RECOMMENDS that shareholders ACCEPT the Offer and deposit their common shares under the Offer.

Fully Financed Cash Offer: The Offer is not subject to a financing condition. The Offeror will satisfy the funding requirements of the Offer from its cash resources.

Shareholder Support: Certain shareholders, including certain members of the Noront Board of Directors, have entered into lock-up agreements to deposit all of their common shares (including common shares to be acquired by them pursuant to the exercise of options or share awards) under the Offer. The common shares subject to the Lock-Up Agreements represent approximately 9.9% of the issued and outstanding common shares on a fully diluted basis.

Avoid Dilution Risk: Noront’s development and exploration projects have significant funding requirements to bring them to the production stage. Noront currently has limited cash to fund the necessary capital projects and near-term debt maturities, which will be a further drain on cash. Equity financing sufficient to repay debt and fund the progress of Noront’s business plan, if available, may be significantly dilutive to Shareholders.

Tendering is quick and easy. Only those who tender will be paid.
Questions? Contact Kingsdale Advisors.
Download this special report on the BHP Offer to Noront shareholders
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Tendering Documents

See Documents

Why Tender Now?

The all-cash Offer represents a very compelling premium to Noront’s trading range over the last four years, and beyond, and Noront requires financing to advance its Ring of Fire portfolio.
“This transaction provides a significant premium to Wyloo's indicative offer, and crystallizes immediate and certain value through an all-cash offer. After careful consideration, Noront’s Board of Directors, with input from its financial and legal advisors and the Special Committee, determined this offer is in the best interests of the company and shareholders. BHP has the financial strength, world-class mining expertise, and commitment to work in partnership with stakeholders to advance Eagle’s Nest and the Ring of Fire, which has the potential to deliver benefits to local communities, First Nations, and Ontario for years to come.”

Alan Coutts, CEO, Noront

“We are pleased that the Noront board has seen the value in our offer and has recommended it to its shareholders. This is a win-win for both BHP and Noront shareholders. For BHP, the acquisition of Noront presents a world-class growth option, in a key future facing commodity. The highly prospective Eagle’s Nest nickel project provides an excellent platform from which to develop further opportunities in Ontario’s Ring of Fire. For Noront shareholders, this offer recognizes and realizes the full value of its portfolio, delivering guaranteed shareholder returns in the near term. We are excited to bring our mining expertise and capabilities to develop these long-term opportunities. We look forward to working in constructive partnerships with First Nations peoples, government and communities to realize the untapped potential of these important resources.”

Johan van Jaarsveld, Chief Development Officer, BHP

Need help tendering? Questions?
Call Kingsdale Advisors at 1-866-581-0512 or contactus@kingsdaleadvisors.com

FAQ

What is the Offer?
The Offeror is offering, subject to the terms and conditions set forth in the Offer to Purchase and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, $0.55 in cash for each Common Share. The Offer represents a 69% premium to the closing price of $0.325 per Common Share on the TSXV on July 26, 2021 (the last trading day prior to the announcement of the Offer) and a 129% premium to the closing price of $0.24 per Common Share on the TSXV on May 21, 2021 (the last trading day prior to the announcement by Wyloo of its intention to make an offer to acquire the Common Shares). The Offer represents a 75% premium to Wyloo’s proposed offer price of $0.315 per Common Share.
Who is offering to purchase my common shares?
The Offeror is a holding company incorporated under the laws of Australia that is wholly owned by BHP Lonsdale. BHP Lonsdale is a company incorporated under the laws of Australia, and is a wholly-owned subsidiary of BHP, a world-leading resources company. BHP Lonsdale holds the BHP group’s investments in the Nickel West business comprising an integrated sulphide mining, concentrating, smelting and refining operation in Western Australia, the Olympic Dam poly-metallic mine in South Australia and a number of other investments. BHP Lonsdale currently holds 21,659,385 Common Shares, representing approximately 4.7% of the issued and outstanding Common Shares, which it acquired on June 11, 2021 pursuant to a subscription agreement with Noront.
Why is now the right time for this Offer?
The Offer provides shareholders with an opportunity to crystalize full and certain value by providing for 100% cash consideration for the common share, giving depositing shareholders certainty of value and immediate liquidity if the bid is successful, while removing financing, market, regulatory and execution risks faced by Noront. Unlike a vote, shareholders must tender their shares to ensure the minimum number of shares required for a successful bid are tendered and to get paid – a quick and easy process. For beneficial shareholders, it’s a phone call. For registered shareholders, contact Kingsdale Advisors.
How do I accept the offer and deposit my common shares?

Registered shareholders who wish to accept the Offer must properly complete and execute the Letter of Transmit accompanying the take-over bid circular, and deposit it, together with any certificate(s) representing their common shares at or prior to the expiry time at the office of the Depositary specified in the Letter of Transmittal. Detailed rules and instructions are contained in the Letter of Transmittal. Alternatively, registered shareholders may follow the procedure for guaranteed delivery described in Section 3 of the Offer to Purchase, “Manner of Acceptance – Procedure for Guaranteed Delivery”, using the accompanying Notice of Guaranteed Delivery. Shareholders will not be required to pay any fee or commission if they accept the Offer by validly depositing their Common Shares directly with the Depositary, Kingsdale Advisors.

Beneficial shareholders whose common shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee should immediately contact such nominee for assistance in validly depositing their common shares if they wish to accept the Offer. Shareholders are invited to contact Kingsdale Advisors, the Depositary and Information Agent, by telephone toll free 1-866-581-0512 within North America and at +1-416-867-2272 outside of North America or by e-mail at contactus@kingsdaleadvisors.com for further information regarding how to accept the Offer.

If I accept the Offer, when will I receive the Offer consideration?

If more than 50% of the Noront common shares then outstanding, excluding the Noront shares owned or controlled by BHP Lonsdale, the Offeror (and any person acting jointly or in concert with the Offer) are deposited to the Offer and not withdrawn at the expiry of the initial deposit period, and all other conditions of the Offer are satisfied or waived, and the Offeror consummates the Offer and takes up your common shares, the consideration for the common shares that you deposited under the Offer will be delivered to the Depositary as representative for you as a registered shareholder or your nominee as soon as practicable and in any event no later than three business days after the common shares are taken up.

In accordance with law, if the Offeror is obligated to take up such common shares, the Offeror will extend the period during which common shares may be deposited under the Offer for a 10-day mandatory extension period following the expiry of the initial deposit period and may extend the deposit period for additional optional extension periods. The Offeror will immediately take up and promptly pay for common shares deposited under the Offer during the 10-day mandatory extension period and any optional extension period.

Did the Noront Board of Directors explore any other options or offers?
Noront’s Board formed a Special Committee to assess available options, and unanimously recommends this transaction is in the best interests of Noront.
If I tender, does it mean I am immediately giving up my shares?
No. When you tender, you are simply depositing your shares to the Offer. In order for the Offer to take effect – and for shareholders to receive their cash payment – at least 50% of the Common Shares not already owned by BHP must be deposited to the Offer (the minimum tender condition). If the minimum tender condition is met, BHP will take up and pay for the shares promptly.
If I tender my shares and change my mind, can I withdraw my tender?
Yes, you can read the instructions here.

Cautionary Statements

Certain statements contained on this website 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 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 and BHP Lonsdale 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 on this website 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.

About BHP

BHP is a world-leading global resources company. We extract and process minerals, oil and gas, with more than 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 we are opening our head office for metals exploration 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 track record in Canada of more than four decades with interests in potash, copper and nickel exploration, and joint ventures with a range of technology, low emissions and sustainability projects. BHP developed and operated the EKATI Diamond Mine in the Northwest Territories which operated with a strong focus on benefiting local communities, especially First Nations and Métis. Under BHP, EKATI’s spend with local northern and Indigenous suppliers was over 80% of the mine’s budget. BHP also initiated the first Opportunities Agreements with First Nations in the Potash industry in Saskatchewan, establishing agreements with six First Nations near the Jansen Project for wide-ranging mutual benefits, including education and training, employment and procurement.

www.bhp.com
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