PERTH, Australia, Feb. 19, 2025 /CNW/ - Wyloo has entered into exclusive negotiations with Hastings Technology Metals Ltd (Hastings) (ASX: HAS) regarding the formation of an Unincorporated Joint Venture (UJV) for the Yangibana Rare Earths and Niobium Project and acquired a 19.99 per cent equity interest in TSX-listed Neo Performance Materials Inc. (Neo), becoming its largest shareholder.
Wyloo logo (CNW Group/Wyloo)
Wyloo has acquired 8,350,311 shares (19.99 per cent) in Neo, a specialty materials manufacturer, from Hastings at a value of A$79.8 million in consideration for the cancellation of Exchangeable Notes1 of the corresponding value.
Wyloo and Hastings have agreed an exclusive, non-binding term sheet to negotiate a UJV Agreement and other binding transaction documentation. Key commercial terms include:
Wyloo to hold a 60 per cent participating interest in the UJV and be the UJV Manager and Operator.
Hastings' wholly owned subsidiary, Yangibana Jubilee Pty Ltd to hold a 40 per cent participating interest in the UJV.
Wyloo will have an option to increase its participating interest in the UJV to 70 per cent.
The UJV includes both Stage 1 of the Yangibana Rare Earths and Niobium Project and Stage 2 Hydrometallurgical Plant.
The balance of the Exchangeable Notes to be cancelled upon the formation of the UJV and Hastings' settlement of the value of the remaining 623,816 shares (1.49 per cent) it holds in Neo via a cash payment to Wyloo.
Wyloo CEO Luca Giacovazzi said he was pleased to be moving forward with the new UJV following Wyloo's initial investment in Hastings in 2022.
"This is an exciting time to be a major partner in a multi-decade critical minerals project such as Yangibana," he said.
"Yangibana is one of the most advanced rare earths projects in Australia and will become a globally significant source of NdPr, a critical component in the manufacture of permanent magnets, as well as a producer of Niobium and other by-products critical to the energy transition.
"We are also pleased to acquire a 19.99 per cent equity stake in Neo, a leading, global rare earths processing and advanced permanent magnets producer.
"We look forward to working more closely with both Hastings and Neo across the mine to magnet supply chain as we expand our critical minerals portfolio."
The target completion date for the execution of the UJV Agreement and other binding documentation, which is subject to customary regulatory approval, is the end of March 2025.
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1 Refer Hastings ASX Announcement "Agreement to acquire strategic shareholding in Neo Performance Materials and cornerstone investment in Hastings by Wyloo Metals" dated 26 August 2022.
Early Warning Disclosure
On 20 February 2025, Wyloo Consolidated Investments Pty Ltd acquired through a private sale, 8,350,311 common shares (19.99 per cent) in Neo from Hastings for an aggregate purchase price of C$72,063,184 (equivalent to A$79,848,403) or C$8.63 per share. Exchangeable Notes owing by Hastings to Wyloo of the corresponding value have been cancelled. Neither Wyloo nor any of its affiliates own or control any other shares or securities of Neo.
Hastings continues to own 623,816 common shares of Neo which remain subject to a pre-existing share pledge in favour of Wyloo as security for its Exchangeable Notes. Wyloo has no right to control, acquire, or exercise any voting or other rights attaching to, any such common shares owned by Hastings and there is no commitment or understanding in respect thereof. Wyloo confirms it has no joint actors in respect of Neo or any of its securities.
Wyloo intends to hold the acquired Neo common shares for investment purposes. Wyloo may from time to time, depending on market and other conditions and subject to Neo's shareholder rights plan, acquire additional common shares or dispose of common shares through market transactions, private agreement or otherwise.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the acquisition of the Neo shares. An early warning report with additional information in respect of the foregoing matters will be filed and made available on the System for Electronic Document Analysis and Review (SEDAR+) at www.sedarplus.ca under Neo's issuer profile. A copy of such report may also be obtained by contactinginfo@wyloo.com. No securities regulatory authority has either approved or disapproved of this news release.
The head office of Neo is located at 121 King Street West, Suite 1740, Toronto, Ontario, M5H 3T9. Wyloo's head office is located at Level 8, Tower 3 Capital Square 1 Spring Street, Perth, WA, 6000.
About Wyloo Wyloo delivers critical minerals and materials for the energy transition and manages a diverse portfolio of strategic investments in several public and private companies. Wyloo's integrated nickel business includes assets in three of the highest-grade nickel sulphide belts in the world in Kambalda, Western Australia, the Ring of Fire region in northern Ontario and the Cape Smith belt in Quebec. Wyloo owns two nickel mines in Kambalda and is progressing projects to develop one of the world's best nickel, copper and platinum group element mines; Eagle's Nest, and world-class chromite deposits; Blackbird, in Ontario's Ring of Fire region. Across its mines and development projects, Wyloo is working to deliver sustainable production of green critical minerals in partnership with First Nation communities. Wyloo is privately-owned by Tattarang. See more at wyloo.com.
Disclaimer Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. Wyloo does not make any representation or warranty, express or implied, as to the accuracy, completeness or updated status of such statements. Therefore, in no case whatsoever will Wyloo and its affiliate companies be liable to anyone for any decision made or action taken in connection with the information and/or statements in this press release or for any related damages.
