Resource Capital Fund V L.P. Sells Interest in Noront Resources Ltd.

DENVER, April 22, 2021 /CNW/ - Resource Capital Fund V L.P. ("RCF V") reports that, on April 16, 2021, pursuant to a share, convertible loan and warrant purchase agreement dated December 4, 2020, it disposed of ownership and control of 94,553,126 common shares (each, a "Noront Share") of Noront Resources Ltd. ("Noront"), directly and through its affiliate RCF V Annex Fund L.P. ("RCF Annex"), 1,774,664 share purchase warrants of Noront (the "Noront Warrants") through RCF Annex and all of its right and title to, and interest in, the US$15 million convertible loan facility with Noront (the "Loan Facility") to Wyloo Canada Holdings Pty Ltd. ("Wyloo"). Wyloo paid US$11,500,000 (C$14,409,500, assuming a USD:CAD exchange rate of US$1.2530:C$1) for the Noront Shares (or approximately C$0.15/US$0.12 per Noront Share, using the same exchange rate). Wyloo paid US$15,000,000 (C$18,795,000, assuming a USD:CAD exchange rate of US$1.2530:C$1) for RCF V's right and title to, and interest in, the Loan Facility. Wyloo did not pay any consideration for the Noront Warrants.

Prior to the sale of the Noront Shares and Noront Warrants to Wyloo, RCF V, directly and through its affiliate RCF Annex, owned and controlled a total of (i) 94,553,126 Noront Shares, representing approximately 22.6% of the then issued and outstanding Noront Shares and (ii) 1,774,664 Noront Warrants, representing approximately 18.4% of the then issued and outstanding Noront Warrants. Additionally, the Loan Facility is convertible into Noront Shares at any time prior to September 30, 2021. Assuming the exercise of all of the Noront Warrants held by RCF V, and the conversion of the Loan Facility into Noront Shares (assuming a USD: CAD exchange rate of US$1.2530:C$1) prior to the sale of the Noront Shares and Noront Warrants to Wyloo, an aggregate of 190,302,790 Noront Shares would have been owned and controlled by RCF V, directly and through its affiliate RCF Annex, representing approximately 37.1% of the then issued and outstanding Noront Shares. 

Immediately following the sale of the Noront Shares and Noront Warrants, and RCF V's right and title to, and interest in, the Loan Facility to Wyloo, neither of RCF V nor RCF Annex owned or controlled any securities of Noront.

RCF V, directly and through its affiliate RCF Annex, disposed of the Noront Shares and Noront Warrants, and its right and title to, and interest in, the Loan Facility, to Wyloo in accordance with its investment policy to generate proceeds from its investment in Noront.

Noront's head office is located at 212 King Street West, Suite 501, Toronto, ON, M5H 1K5.

To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see Noront's profile on the SEDAR website www.sedar.com.

About Resource Capital Fund V L.P.

RCF V is a Cayman Islands exempt limited partnership and a private investment fund. For further information and to obtain a copy of the early warning report, please contact:

Resource Capital Fund V L.P.
1400 Sixteenth Street, Suite 200
Denver, CO, 80202
Telephone: [phone]
Attn: Molly Campbell

SOURCE Resource Capital Fund V L.P.