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Update on recommended all-cash offer for Noront Resources
BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91
NEWS RELEASE
Release Time IMMEDIATE
Date 13 December 2021
Release Number 35/21
Update on recommended all-cash offer for Noront Resources Limited
Further to BHP’s release on 3 December 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
Sponsor: UBS South Africa (Pty) Limited
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
Investor Relations
Media Relations
Email: investor.relations@bhp.com
Email: media.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Dinesh Bishop
Tel: +61 3 9609 3830 Mobile: +61 411 071 715 Mobile: +61 407 033 909
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Mobile: +44 7786 661 Tel: +44 20 7802 7144 Mobile: +44 7961 636
683 432
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 299 5342 Tel: +1 713 296 7919 Mobile: +1 832 870 7677
BHP Group Limited ABN 49 004 028 077 BHP Group plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, 171 Collins Street Registered Office: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 3015 Tel +44 20 7802 4000 Fax +44 20 7802 4111
Members of the BHP Group which is headquarered in Australia
BHP and Wyloo Metals end discussions
Noront recommends shareholders accept BHP offer
Toronto, Ontario/Melbourne, Victoria – December 12, 2021 – BHP Lonsdale Investments Pty Ltd (“BHP
Lonsdale”), a wholly-owned subsidiary of BHP, announced today that discussions with Wyloo Metals Pty Ltd
(“Wyloo Metals”) regarding Wyloo Metals’ potential support of BHP Lonsdale’s C$0.75 per share offer (the “Offer”)
to acquire Noront Resources Ltd. (TSXV:NOT) (“Noront”) have ended. Following constructive discussions between
BHP and Wyloo Metals regarding the possibility of a mutually beneficial arrangement for the acquisition of Noront
by BHP Lonsdale, the parties have determined that they are unable to reach an agreement.
BHP Lonsdale and Noront encourage Noront shareholders to tender to BHP Lonsdale’s all-cash offer of C$0.75
per Noront share. The Offer is the only offer available to Noront shareholders and it continues to have the support
and recommendation of the Board of Directors of Noront. As a reminder, the Offer has a minimum tender
requirement of more than 50% of the outstanding Noront shares not beneficially owned or controlled by BHP
Lonsdale or any person acting jointly or in concert with the Offeror.
Shareholders have until 7:00 p.m. (Toronto time) on January 14, 2022 to accept the Offer and tender their shares.
For Noront shareholders
A notice of variation and change in respect of the Offer and a notice of change in respect of Noront’s directors’
circular 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 7:00 p.m. (Toronto time) on January 14, 2022
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 corporate actions
Most Noront shareholders are beneficial department immediately and instruct them to tender
shareholders. This means your Noront shares are your shares to the Offer.
held through a broker, bank, or other financial
intermediary, and you do not have a share certificate.
Registered Contact Kingsdale Advisors:
You hold your Noront shares directly and may have a Toll-free in North America: 1-866-581-0512
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 deliver
long-term value and returns through the cycle. We aim to do this through owning a portfolio of world class assets
with exposure to highly attractive commodities that benefit from the mega-trends playing out in the world around
us, by operating them exceptionally well, by maintaining a disciplined approach to capital allocation and through
being industry leaders in sustainability and the creation of social value.
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
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: +61 411 071 715 Mobile: + 61 407 033 909
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683 Tel: +44 2078 027 144 Mobile: +44 7961 636 432
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 299 5342 Tel: +1 713 296 7919 Mobile: +1 832 870 7677
The Depositary and Information Agent for the Offer is Kingsdale Advisors. If you have any questions, please
contact Kingsdale Advisors, by telephone toll-free in North America at 1-866-581-0512 and at 1-416-867-2272
outside North America or by e-mail at contactus@kingsdaleadvisors.com.
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 Noront, the Offeror and BHP Lonsdale 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 Noront, 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. Noront, the Offeror and BHP Lonsdale 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 Noront, the Offeror or BHP Lonsdale, and there is no assurance that they will prove
correct. Consequently, there can be no assurance that the actual results or developments anticipated by Noront,
the Offeror and BHP Lonsdale 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 Noront’s, the Offeror’s and BHP
Lonsdale’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 Noront, the Offeror and BHP Lonsdale 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 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.
Date: 13-12-2021 07:05:00
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