Horizonte Minerals PLC Announces Closing of $346.2M Senior Credit Facility and $25M COF

To become effective, the Arrangement required the approval of: (i) at least two-thirds (66⅔%) of the votes cast by shareholders present virtually or represented by proxy at the special meeting; and (ii) a simple majority (50%) of the votes cast by Shareholders present virtually or represented by proxy at the Special Meeting, with the exception of the votes cast by Mr. Alan Coutts and the Wyloo Parties, who were excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Operations (collectively, the ” Minority shareholders “).

To enter into force, the Share Interest Proposal required the approval of a simple majority (50%) of the votes cast by the Minority Shareholders present virtually or represented by proxy at the Special Meeting.

The detailed results of the vote with respect to the approval of the Arrangement and the share ownership proposal are as follows:

Matters Considered at the Extraordinary Meeting FOR VS
# of votes % of votes # of votes % of votes
1. Approval of the arrangement (66 ⅔% of votes) 402 013 461 98.92% 4,398,330 1.08%
2. Minority approval of the arrangement (50% vote) 190 865 465 97.75% 4,398,330 2.25%
3. Minority approval of the shared interest proposal (50% vote) 183 616 166 94.03% 11,647,629 5.97%

Preliminary election announcement on retention

Pursuant to the Arrangement, Shareholders have the option, in respect of all or a portion of their common shares of the Company (the ” Ordinary actions “), to: (i) receive cash consideration of $1.10 per Common Share (the ” Cash consideration “); or (ii) retain their Common Shares and remain shareholders following completion of the Arrangement, electing to retain their Common Shares (a ” Retention election “).

At 5:00 p.m. (Toronto time) on March 14, 2022, being the day immediately preceding the special meeting (the ” Provisional deadline for elections “), the Company has been notified of the following Sustaining Elections and Pending Sustaining Elections (as defined below):

  • Computershare Investor Services Inc., in its capacity as depositary under the Arrangement, has indicated that 3,330,661 Common Shares are subject to Maintenance Elections as of the Provisional Election Deadline (collectively, the ” Existing retention elections “), representing approximately 0.6% of the issued and outstanding common shares; and
  • Shorecrest Group, in its capacity as proxy solicitation agent under the Arrangement, advised that, based on information provided by various brokers and market intermediaries as of the tentative election deadline, additional holding elections for 45,138,542 additional common shares are outstanding (collectively, the ” Hold Elections Pending “), representing approximately 8.0% of the issued and outstanding Common Shares. Such Hold Elections should be submitted en bloc prior to the expiration of the Hold Election Deadline (as defined below).

Together, the Existing Maintenance Elections and the Pending Maintenance Elections represent a total of 48,469,203 Common Shares, or approximately 8.6% of the issued and outstanding Common Shares as of the Provisional Election Deadline.

Shareholders will have until 5:00 p.m. (Toronto time) on March 25, 2022 to submit a Maintain Election (or revoke or revise a previously submitted Maintain Election) (the ” Election Deadline “). Shareholders who do not make a Maintenance Election prior to the Maintenance Election Deadline will be deemed under the Arrangement to have elected to receive cash consideration for all of their Common Shares.

Shareholders wishing to make a Maintenance Election should be advised that if, after the Maintenance Election Deadline, less than 20% of the issued and outstanding Common Shares are subject to a Maintenance Election, Wyloo AcquisitionCo will acquire all ordinary shares not yet owned or controlled by the Wyloo Parties (the “ Automatic withdrawal “), including Common Shares that are subject to a Preservation Election. This automatic squeeze-out is intended to protect shareholders by ensuring that all Common Shares will be purchased by Wyloo Canada under the Arrangement if , following completion of the Arrangement, Shareholders (other than the Wyloo Parties) would not hold a sufficient percentage of the outstanding Common Shares for Noront to satisfy the continued listing requirements of the TSX Venture Exchange. anyone acting jointly or in concert with the Wyloo parties is not entitled to make a retention election.

Completion of the Arrangement remains subject to, among other things, the satisfaction of all conditions precedent to closing of the Arrangement, including the final approval of the Ontario Superior Court of Justice (Commercial List) (the ” To research “) and the TSX Venture Exchange. The final court order hearing to approve the Arrangement is scheduled to take place on April 1, 2022. Assuming all approvals are obtained and all conditions precedent to completion of the Arrangement are satisfied or waived, the Company expects the Arrangement to close on April 7, 2022.

Amendment of the Arrangement Agreement

Noront also announces that it has signed an amending agreement dated March 15, 2022 (the ” Amending Agreement “) with Wyloo Metals, Wyloo Canada and Wyloo AcquisitionCo to amend the Arrangement Agreement, effective December 22, 2021, as amended (the ” arrangement agreement Pursuant to the Amendment, Wyloo Canada has assigned, and Wyloo AcquisitionCo has assumed, Wyloo Canada’s obligations under the Arrangement Agreement, such that Wyloo AcquisitionCo will become the Purchaser under the Plan of Arrangement. The Amending Agreement is available on SEDAR.( www.sedar.com ) under Noront’s issuer profile.

For more details on the Arrangement, the Cash Consideration and the Retention Election, please see the Company’s Management Information Circular dated February 11, 2022 (the ” Circular “), which is available on SEDAR ( www.sedar.com ) under Noront’s issuer profile.

If you have any questions or require further information regarding procedures for receiving cash consideration or making a retention election, as applicable, please contact Shorecrest Group, by (i) telephone at 1-888-637- 5789 (North American Toll – toll-free) or 1-647-931-7454 (calls collect outside North America), or (ii) by email at contact@shorecrestgroup.com .

About Noront Resources

Noront Resources Ltd. is focused on developing its Eagle’s Nest high-grade nickel, copper, platinum and palladium deposit and world-class chromite deposits including Blackbird, Black Thor and Big Daddy, all located in the lowlands of James Bay. of Ontario in an emerging metal camp known as the Ring of Fire. See more at: www.norontresources.com .

For more information on Noront resources, please contact:

For more information about Wyloo Metals, please contact:

Caution Regarding Forward-Looking Information

Certain statements in this press release contain “forward-looking information” within the meaning of applicable securities laws. Any statement that expresses or implies discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions, or future events or performance (often, but not always, using words or phrases such that “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or indicates that certain actions, events or results “could”, “could”, “could”, “could”, “have potential”, or “will” be taken, will occur or will be carried out) are not statements of historical fact and may be “forward-looking statements”. Forward-looking information and statements are not based on historical fact, but rather on current expectations and projections regarding future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results differ materially from expressed or implied future results. by forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the Arrangement, regulatory and judicial approval of the Arrangement, the timing and ability of Noront to complete the Arrangement (if any ), the timing and ability of Noront to satisfy the conditions precedent to completion of the Arrangement, including obtaining final court approval (if applicable) as set forth in the Arrangement Agreement (as as amended), the ability of shareholders to continue to have an interest in the company after the closing of the arrangement, the number of retention elections that should be submitted before the retention election deadline, the potential for the Circle of fire and projections on the global transition to a low-carbon future.

Although Noront believes 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. Important factors or assumptions that were applied in making the forward-looking information contained herein include, but are not limited to, the expectations and beliefs of Noront’s management and boards of directors, as of the date hereof. Noront cautions that the foregoing list of important factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events beyond the Company’s control, and there can be no assurance that they will prove to be correct. Accordingly, there can be no assurance that the actual results or developments anticipated by Noront will materialize or, even if materially materializing, will have the anticipated consequences or effects on Noront, current shareholders, or the results and performance of Noront. For more information on these and other factors and assumptions underlying the forward-looking statements made in this news release regarding the Arrangement, please see the Circular available on SEDAR ( www.sedar.com ) under Noront’s issuer profile.

The forward-looking information and statements contained in this press release are based on the beliefs and opinions of Noront at the time the statements are made, and these forward-looking statements should not be expected to update or supplement as a result of new information, estimates or opinions, future or other events or results, and Noront disclaims any obligation to do so, except as required by applicable law. Nothing contained herein should be considered a forecast, projection or estimate of Noront’s future financial performance.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.

main logo

Comments are closed.