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Noront stands its ground against Wyloo over Ring of Fire assets

Eagle's Nest nickel, copper project is the prize in looming bidding war between two Australian mining heavyweights
Al Coutts Esker camp
Noront Resources CEO Alan Coutts (left) at the company's Esker exploration camp in the Ring of Fire (Noront Resources)

Alan Coutts is ignoring the posturing from Wyloo Metals.

The president-CEO of Noront Resources said he's more keenly interested in receiving legitimate bids to secure the best deal for shareholders.

"It's one thing to put out a press release, it's another to table a formal binding offer."

Toronto-based Noront is the target of a looming bidding war between two rival Australian-headquartered mining heavyweights, Wyloo Metals and BHP, over Noront's mineral deposits in the Ring of Fire.

The two companies are elbowing for the right to secure an advance source of supply of nickel, the raw material needed for electric batteries in the coming electric vehicle revolution.

Wyloo, a current 37 per cent shareholder of Noront, announced in May it intended to take over Noront in a $133-million bid. BHP surfaced in late July with a $325-million offer for Noront's assets.

Coutts' response, directed at Wyloo, seemed like a 'play-by-the rules' admonishment of the Perth-located mining investment company that's been raising a fuss about Noront blocking them from doing due diligence work in order to formulate a takeover bid.

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The prize for both BHP and Wyloo is the coveted Eagle's Nest high-grade nickel, copper and platinum groups metal project, a mining-ready deposit located 500 kilometres northeast of Thunder Bay in the largely undeveloped James Bay region.

Noront's expansive Far North holdings also contains a wealth of chromite, gold, zinc, iron, titanium, vanadium and silver; metals considered essential to make stainless steel and lithium-ion batteries used in electric vehicles, computers, electronic devices and clean technologies.

As far Coutts and his board of directors are concerned, their junior mining company has received only one valid offer to gain control of its Ring of Fire assets, and it belongs to BHP, one of the world's largest mining companies.

The complaint by Wyloo that it's been thwarted by Noront's board from performing due diligence is disputed by Coutts, who responded Wyloo already had "quite a bit of access" to internal and confidential documents, but there's more they'd like to see.

At issue was Noront insisting Wyloo sign an industry-standard confidentiality agreement that includes a standstill provision in order to give them access to their virtual data room.

"You have to live up to certain conditions," said Coutts, "one being you don't go out and buy stock on the market based on what you may or may not see in the data room."

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BHP signed the confidentiality agreement with this provision, Coutts said. Wyloo declined.

But with BHP's permission, Noront agreed this week to waive the standstill arrangement to give Wyloo that access.

"If Wyloo can table a formally binding proposal, the board would be happy to look at that and make a recommendation to shareholders."

Wyloo's takeover attempt is admittedly new ground for Coutts.

"This is a unique situation," said the former Falconbridge executive, "where you have an insider, effectively, going hostile. That's a new one for me. We're all trying to learn as we go."

Wyloo announced this week it would be prepared to elevate its May offer of 31.5 cents a share to 70 cents, better than BHP's 55 cent per share bid. Wyloo is owned by Australian billionaire Andrew Forrest and his holding company Tattarang.

To date, Noront's board is still advising shareholders of their preference for the BHP offer.

Adding to the drama this week, Wyloo also took a swipe at the Noront team for failing to make progress in advancing the Eagle's Nest deposit, first discovered in 2007. They also threatened to replace Noront's board of directors and appoint Forrest as the chair. 

Coutts simply shrugs off Wyloo's criticism.

He didn't address if any philosophical differences developed with Wyloo since the company was welcomed aboard last December as a "cornerstone" investor.

"Things get said in the media. I don't take it personally. What we're really focussed on is getting the best deal for shareholders.

"Ultimately, the way I look at this is that it's business. 

"It's like a hockey game where you compete and you might draw a penalty or come to blows, but at the end of the game you shake hands and go for a beer."

Whether Coutts, Forrest and Wyloo chief executive Luca Giacovazzi will be spotted at a Toronto sports bar anytime soon remains to be seen.

But certainly Noront and BHP had some in-depth discussions last spring as BHP, one of the world's largest mining companies, moved its copper and nickel headquarters from Santiago, Chile to Toronto.

Soon after Wyloo put them in play last December, Coutts said Noront enlisted TD Securities to scour the market to see if there were any other tirekickers from the Canadian and international mining community.

A few came forward, signing confidentiality agreements to perform their due diligence. Only BHP surfaced as a serious suitor, Coutt said. 

Noront and BHP began discussions last March, which turned into talk of an earn-in ownership arrangement by funding a certain percentage of exploration work on the Ring of Fire projects over a number of years.

Wyloo's investment in Noront cleared regulatory process in April, around the same time Coutts said they were discussions with BHP.

Despite the slagging of Noront's handling of their Ring of Fire assets, Coutts said the fact they've attracted the interest of two influential mining companies, eager to bankroll the project, is validation of the work they've done so far, pointing to their recent market capitalization that's  been driven upwards in excess of $350 million.

"We think we've done a heck of a lot to advance the project.

"The Wyloo guys recognize us for what we've done. Fundamentally, the fact that we didn't want to, I guess, engage around that 31.5 per cent offer, effectively put us in this position.

"We thought the company was worth a lot more than that. And that's been borne out by the bid from BHP."

Whether other mining players will join the fray to make a bid for Noront is unclear.

"You can never say never on this," said Coutts. "At this point in time, it looks like a two-horse race but you can never exclude anyone in this business."

Noront's position, he said, is that they'll entertain all offers; "that's our fiduciary duty" to shareholders.

"We'll see how it all plays out."