Pursuant to a reorganization agreement dated
- NML will sell and transfer its 4.32% interest in TSMC to TSMUK, representing its entire interest, or undertake a similar transaction with a similar effect;
- NML will purchase for cancellation the 47,402,908 common shares of NML held by TSGMH, representing TSGMH’s entire interest, or undertake a similar transaction with a similar effect, following which TSGMH will own no shares of NML;
- NML will retain its interests in the LabMag and KéMag properties (the “
Taconite Properties ”), and TSGMH will be granted 1% gross revenue royalty on theTaconite Properties , which may be further reduced to 0.5% gross revenue royalty upon cash payment of an agreed upon amount to TSGMH exercisable at any time upon a 30 calendar days’ prior written notice to TSGMH; - The heads of agreements dated
September 24, 2008 andMarch 6, 2011 between TSGMH,NML and LabMag Limited Partnership pertaining to theTaconite Properties will each be terminated; and - Subject to the obligations contained in the Reorganization Agreement, all outstanding payables between NML, on the one hand, and the
Tata Steel Group , on the other hand, will be settled between the parties and the parties will enter into a mutual release.
The Reorganization is the first part of NML’s previously announced initiatives to adapt to changed market conditions. Please refer to NML’s press release dated
Following completion of the Reorganization, the operations and assets of NML will consist of its interests in the
In connection with its discussions with the
Cairn has provided a verbal fairness opinion to the Board and the Special Committee stating that, as of the date thereof and, based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, that the Reorganization is fair, from a financial point of view, to NML shareholders (other than the
The independent directors of the Board, following consultation with Cairn and Bennett Jones, and the recommendation of the Special Committee, have unanimously approved the Reorganization.
TSGMH has beneficial ownership of over 10% of the voting rights attached to NML’s voting securities. As such, the Reorganization constitutes a related party transaction in accordance with Part 5 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and accordingly, among other things, is subject to minority shareholder approval. NML intends to obtain the required minority shareholder approval at its annual and special meeting of shareholders (the “Meeting”). As a result of completion of the Reorganization, TSGMH’s beneficial ownership of, or control or direction over, voting or equity securities of NML would decrease from 47,402,908 common shares of NML (representing 26.18% of the issued and outstanding common shares) to nil, and TSGMH would no longer have any beneficial ownership of, or control or direction over, voting or equity securities of any class of NML. A copy of the updated early warning report to be filed by TSGMH in connection with the Reorganization described above in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be available on SEDAR under NML’s profile.
In addition to the above, NML intends to reduce its stated capital for the purpose of the Reorganization. In accordance with the Business Corporations Act (
Completion of the Reorganization remains subject to satisfaction of certain conditions including the requisite approvals of the NML shareholders described above and the satisfaction of certain other conditions that are customary for a transaction of this nature. The Reorganization Agreement may be terminated by each of NML and the
A management information circular (the "Information Circular") outlining details of the Reorganization is expected to be mailed to NML shareholders in Q3 2020 in connection with the Meeting. Closing of the Reorganization and related transactions are expected to occur shortly following the Meeting. The Information Circular will be accessible on NML’s SEDAR profile at www.sedar.com shortly following the mailing of the Information Circular.
About NML
NML is a Canadian iron ore exploration, evaluation and development company with an extensive property position called the
Tata Steel, a global steel producer and industry leader, owns 26.2% of the common shares of the Company and is its largest shareholder.
NML has a 4.32% interest in TSMC, which is owner and operator of a direct shipping ore (“DSO”) project near
Beyond TSMC, the Company offers further development potential through a group of long-life
For further information, please visit: www.NMLiron.com.
Forward-Looking Statements
This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward looking statements. Forward looking information is often, but not always, identified by the use of words such as “could”, “should”, “can”, “anticipate”, “expect”, “believe”, “will”, “may”, “projected”, “sustain”, “continues”, “strategy”, “potential”, “projects”, “grow”, “take advantage”, “estimate”, “well positioned” or similar words suggesting future outcomes. In particular, this news release contains forward looking statements relating to future opportunities, business strategies, mineral exploration, development and production plans and competitive advantages. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company cannot give any assurance that they will prove correct. Since forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks.
Management has provided the above summary of risks and assumptions related to forward looking statements in this news release in order to provide readers with a more comprehensive perspective on the Company’s future operations. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake and is not obligated to publicly update such forward looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.
Contact:
Acting Chief Executive Officer
Tel: (514) 935-3204
Source:
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