BHP GROUP PLC - BHP announces it will not match Wy22 Dec 2021
BHP announces it will not match Wyloo’s proposal to acquire Noront

BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91

NEWS RELEASE
Release Time                  IMMEDIATE
Date                          21 December 2021
Release Number                36/21


Update on recommended all-cash offer for Noront Resources Limited

Further to BHP’s release on 13 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 headquartered in Australia

       BHP announces it will not match Wyloo’s proposal to acquire Noront

Melbourne, Victoria – December 21, 2021 – BHP Lonsdale Investments Pty Ltd (“BHP Lonsdale”), a wholly
owned subsidiary of BHP, today announced that it will not increase or extend its offer for Noront Resources Ltd.
(“Noront”).

BHP Chief Development Officer, Johan van Jaarsveld, said: “BHP is committed to its strict capital discipline
framework. While the Eagle’s Nest deposit is a promising resource, we do not see adequate long-term value for
BHP shareholders to support an increase in BHP’s offer in order to match the C$1.10 per share proposal from
Wyloo Metals Pty Ltd.”

The Noront board of directors has determined that the proposal from Wyloo Metals Pty Ltd (“Wyloo”) to acquire up
to 100% of the shares of Noront for C$1.10 in cash per share is a “superior proposal” under the support agreement
between Noront, BHP Lonsdale and BHP Western Mining Resources International Pty Ltd, and as a result BHP
Lonsdale has a right to match Wyloo’s proposal. BHP Lonsdale has determined it will not match Wyloo’s proposal.

About BHP
BHP is a world-leading global resources company. We extract and process minerals, oil and gas, with more than
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


Contact details


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

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 BHP Offer and the Wyloo
proposal.

Although BHP Lonsdale and BHP Western Mining 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. Consequently, there can be no
assurance that the actual results or developments anticipated by BHP Lonsdale or BHP Western Mining will be
realized or, even if substantially realized, that they will have the expected consequences for, or effects on, BHP
Lonsdale or BHP Western Mining, or their respective future results and performance.

Forward-looking information and statements in this press release are based on BHP Lonsdale’s and BHP
Western Mining’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 BHP Lonsdale and BHP Western Mining 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 BHP Western Mining or any of its
affiliates.

Date: 22-12-2021 08:00:00
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