BHP Billiton Western Mining Resources International Pty Ltd made an offer to acquire 96.3% stake in Noront Resources Ltd. (TSXV:NOT) from Wyloo Metals Pty Ltd and others for approximately CAD 430 million on July 27, 2021. BHP Billiton Western Mining will acquire all of the issued and outstanding common shares and any common shares that may become issued and outstanding after the date of the offer but prior to the expiry time upon the exercise, exchange or conversion of options under the option plan, share awards under the share awards plan, warrants, or any other convertible securities of Noront for CAD 0.55 per share in cash. As of October 20, 2021, BHP increases all-cash offer for Noront to CAD 0.75 per share for a total consideration of approximately CAD 430 million. The offer is being made only for common shares and not for any convertible securities. BHP Lonsdale Investments Pty Ltd, the parent company of BHP Billiton Western Mining Resources International Pty Ltd owns 21.7 million shares amounting to 4.7% issued and outstanding common Shares and 3.7% of the common Shares on a fully-diluted basis. The offeror will satisfy the funding requirements of the offer from its cash resources. Certain shareholders, including certain of the Directors and each officer of Noront, have entered into lock-up agreements pursuant to which they have agreed to deposit under the offer all common shares held or to be acquired by them pursuant to the exercise of options or share awards, representing in the aggregate approximately 9.9% of the issued and outstanding common shares on a Fully-Diluted Basis, subject to certain terms and conditions of such agreements. In case of termination of the transaction, Norton will be required to pay a termination fee of CAD 13 million. The offer is conditional upon, among other closing conditions, there having been deposited pursuant to the offer and not withdrawn at the expiry of the initial deposit period more than 50% of the Noront common shares then outstanding, excluding the Noront common shares beneficially owned, or over which control or direction is exercised, by BHP Lonsdale, BHP Billiton Western Mining and any other person acting jointly or in concert with it, there shall not exist or have occurred any material adverse change, any requisite government or regulatory consents, authorizations, waivers, permits, reviews, orders, rulings, decisions, approvals, clearances, or exemptions necessary to complete the offer shall have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been terminated, shareholder rights plan shall have been terminated and all outstanding Options will have been exercised or cancelled. The minimum tender condition cannot be waived. If, by the expiry time or within 120 days after the date of the offer, whichever period is the shorter, the BHP Billiton Western Mining Resources International takes up and pays for not less than 90% of the outstanding common shares, other than common shares held at the date of the offer by or on behalf of BHP Billiton Western Mining Resources International, or an affiliate or associate of BHP Billiton Western Mining Resources International, then BHP Billiton Western Mining Resources International may elect to acquire the remainder of the common shares by way of a compulsory acquisition. The members of the Board of Directors of Noront who voted on the matter unanimously recommend that Noront shareholders tender their shares to accept the offer. The special committee, after consultation with its financial and legal advisors, unanimously determined that the consideration to be received under the offer is fair, from a financial point of view. Shareholders will not have dissent or appraisal rights in connection with the offer. The offer is not subject to a financing condition. As of August 19, 2021, Wyloo Metals announced that it does not intend to support or tender its Noront Shares to the offer by BHP Western Mining Resources International and Wyloo Metals also announced that it would consider proposing a superior offer to acquire the outstanding common shares of Noront it does not already own, should it be provided with access to due diligence. BHP highlights for Noront shareholders the uncertain and conditional nature of the Wyloo proposal, and notes that BHP Offer is the only transaction currently available to Noront shareholders. Noront also recommends shareholders accept and tender their shares under improved BHP offer. Western Mining Resources. The transaction is expected to close on November 9, 2021. As of November 2, 2021, the tender offer expiry has been extended from November 9, 2021 to November 16, 2021. As of November 10, 2021, the tender offer expiry has been extended from November 16, 2021 to November 30, 2021. As of November 24, 2021, BHP extended the expiry of its offer from November 30, 2021 to December 14, 2021. As of December 3, 2021, BHP is extending expiry of its offer from December 14, 2021 to January 14, 2022. Shareholders of Noront have until 7:00 p.m. on January 14, 2022 to accept the Offer and tender their shares. BHP Lonsdale and Noront also have amended the Support Agreement. As of December 12, 2021, Wyloo Metals further improved offer to acquire up to 100% of the shares in Noront that it does not already own for CAD 1.10 per share. 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. BMO Capital Markets acted as financial advisor and John Wilkin and Jeffrey Lloyd of Blake, Cassels & Graydon LLP acted as legal counsels to BHP. TD Securities Inc. acted as financial advisor and fairness opinion provider, Linda E. Misetich Dann and Sander Greive of Bennett Jones LLP acted as legal counsels to Noront. Stifel Nicolaus Canada Inc. provided the fairness opinion to special committee and the Noront Board of Directors. The depositary and information agent for the offer is Kingsdale Advisors. Computershare Investor Services Inc. acted as the transfer agent to Noront Resources.