No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. A copy of this amended and restated preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec but has not yet become final for the purpose of the sale of securities. Information contained in this amended and restated preliminary short form base shelf prospectus may not be complete and may have to be amended.
The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities. This short form base shelf prospectus has been filed under legislation in all provinces and territories of Canada other than Quebec that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information.
The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada.
Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Noront Resources Ltd., 110 Yonge Street, Suite 400, Toronto, Ontario M5C 1T4 (telephone: (416) 367-1444), and are also available electronically at www.sedar.com. Amended and Restated Preliminary Short Form Base Shelf Prospectus dated September 11, 2015 Amending and Restating the Preliminary Short Form Base Shelf Prospectus dated May 13, 2015 New Issue September 11, 2015
NORONT RESOURCES LTD. $50,000,000 Debt Securities (unsecured) Common Shares Warrants Subscription Receipts Units Noront Resources Ltd. (the “Corporation”) may offer from time to time during the 25-month period that this base shelf prospectus, including any amendments hereto, (this “Prospectus”) remains effective the following securities: (i) debt securities of the Corporation (“Debt Securities”); (ii) common shares in the capital of the Corporation (“Common Shares”); (iii) warrants to purchase Common Shares (“Warrants”), (iv) subscription receipts convertible into or exchangeable for some or all of the other securities described above (“Subscription Receipts”) and (v) units comprised of some or all of the other securities described above (“Units”), or any combination thereof. The Debt Securities, Common Shares, Warrants and Subscription Receipts (together, the “Securities”) offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in an accompanying shelf prospectus supplement (a “Prospectus Supplement”).
All shelf information not included in this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. The Corporation may sell up to $50,000,000 in aggregate initial offering price of Securities (or the Canadian dollar equivalent thereof at the time of issuance if any of the Securities are denominated in a foreign currency or currency unit). The specific terms of any Securities actually offered by the Corporation will be provided in the Prospectus Supplement for the subject offering. Prospective investors in Securities should read this Prospectus and the Prospectus Supplement for the subject offering. The outstanding Common Shares are listed on the TSX Venture Exchange (the “TSX-V”) under the stock symbol “NOT”. The Securities may be sold to or through underwriters, dealers or agents designated by the Corporation from time to time, or by the Corporation directly pursuant to applicable statutory exemptions. See “Plan of Distribution”.
Each Prospectus Supplement will identify each underwriter, dealer or agent engaged in connection with the offering and sale of those Securities, and will also set forth the terms of the offering of such Securities, including the net proceeds to the Corporation and, to the extent applicable, any fees payable to the underwriters or agents. The offerings are subject to approval of certain legal matters by McCarthy Tétrault LLP on behalf of the Corporation.
The Corporation’s registered and head office is located at 110 Yonge Street, Suite 400, Toronto, Ontario M5C 1T4. One of the Corporation’s directors, Mr. Yuanqing Xu, resides outside of Canada. Mr. Xu has appointed Cartan Limited as agent for service of process at the following address: Suite 5300, TD Bank Tower, Toronto Dominion Centre, 66 Wellington Street West, Toronto, Ontario M5K 1E6.
Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if such person or company has appointed an agent for service of process. Unless otherwise specified in the applicable Prospectus Supplement, the Securities other than Common Shares will not be listed on any securities exchange.
Accordingly, unless so specified, there will be no market through which these securities may be sold and purchasers may not be able to resell securities purchased under this Prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See “Risk Factors”.
