Nobel Announces Private Placement Offerings
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO, ONTARIO October 29, 2025 – Nobel Resources Corp. (TSX–V: NBLC; OTCQB: NBTRF) (the “Company” or “Nobel”) announces it has entered into an engagement leter with iA Capital Markets (“iA”) whereby iA will act as lead agent and bookrunner on behalf of a syndicate of agents (collec�vely, the “Agents”) pursuant to which the Agents will, on a “best-efforts” agency basis, offer a minimum of 30,000,000 units up to a maximum of 50,000,000 units of the Company (each a “Unit”), at a price per Unit of $0.05, for aggregate gross proceeds of a minimum of $1,500,000 up to a maximum of $2,500,000 (the “LIFE Offering”).
Each Unit shall consist of one common share of the Company (each a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall en�tle the holder to purchase one Share at a price of $0.06 for a period of 24 months following the Closing Date. The Warrants will not be exercisable un�l 70 days a�er the Closing Date.
The Company has agreed to pay to the Agents a cash commission equal to 7% of the gross proceeds of the LIFE Offering. The Company has also agreed to issue to the Agents that number of broker warrants (“Broker Warrants”) equal to 7.0% of the aggregate number of Units issued by the Company under the LIFE Offering. Each Broker Warrant is exercisable to acquire one Share at a price equal to the Offering Price for a period of 24 months from the closing date of the Offering.
Subject to compliance with applicable regulatory requirements and in accordance with Na�onal Instrument 45-106 – Prospectus Exemp�ons (“NI 45-106”), the LIFE Offering will be offered for sale to purchasers resident in all of the provinces of Canada with the excep�on of Québec pursuant to the listed issuer financing exemp�on under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemp�ons from Certain Condi�ons of the Listed Issuer Financing Exemp�on (the “Listed Issuer Financing Exemp�on”). The securi�es issuable from the sale of the LIFE Offering are expected to be immediately freely tradeable in accordance with applicable Canadian securi�es legisla�on if sold to purchasers resident in Canada.
In addi�on to the LIFE Offering, the Company intends to complete a concurrent non-brokered private placement offering of up to 20,000,000 Units (the “NB Offering” and together with the LIFE Offering, the “Offerings”).
Certain insiders of the Company are an�cipated to par�cipate in the NB Offering, and such par�cipa�on by insiders will cons�tute a related party transac�on as defined in Mul�lateral Instrument 61-101 – Protec�on of Minority Security Holders in Special Transac�ons (“MI 61-101”). The Company intends to rely on exemp�ons from the formal valua�on and minority shareholder requirements provided under sec�ons 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securi�es to be issued under the Offering nor the considera�on to be paid by insiders of the Company will exceed 25% of the Company’s market capitaliza�on.
The net proceeds of the Offerings will be used by the Company to continue the exploration work on its Chilean mineral properties as well as general corporate and working capital purposes.
The Offerings are scheduled to close on or about November 17, 2025 (the “Closing Date”), or such other date as the Company and the Agent may agree, and in any event, on or before a date not later than 45 days a�er the date of the news release announcing the Offering. The Offerings are subject to certain condi�ons, including but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.
There is an offering document prepared in the form prescribed by Form 45-106F19 related to the LIFE Offering (the “Offering Document”) that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.nobel-resources.com. Prospec�ve investors should read the Offering Document before making an investment decision.
The securi�es being offered have not, nor will they be registered under the United States Securi�es Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registra�on or an applicable exemp�on from the U.S. registra�on requirements. This release does not cons�tute an offer for sale of securi�es in the United States.
About Nobel
Nobel Resources is a Canadian resource company focused on iden�fying and developing prospec�ve mineral projects. The Company has a team with a strong background of explora�on success.
For further informa�on, please contact:
Vincent Chen Investor Rela�ons [email protected] www.nobel-resources.com
Cau�onary Note Regarding Forward-looking Informa�on
This press release contains “forward-looking informa�on” within the meaning of applicable Canadian securi�es legisla�on. Forward-looking informa�on includes, without limita�on, regarding the Offerings, the use of proceeds of the Offerings, the prospec�vity of the Company’s mineral projects in Chile and the Company’s future plans. Generally, forward-looking informa�on can be iden�fied by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “es�mates”, “forecasts”, “intends”, “an�cipates” or “does not an�cipate”, or “believes”, or varia�ons of such words and phrases or state that certain ac�ons, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements in this press release relate to the an�cipated closing of the Offerings; the approval of the TSX Venture Exchange; the filing of the Offering Document; the intended use of proceeds from the Offerings. Forward- looking informa�on is subject to known and unknown risks, uncertain�es and other factors that may cause the actual results, level of ac�vity, performance or achievements of Nobel, as the case may be, to be materially different from those expressed or implied by such forwardlooking informa�on, including but not limited to: general business, economic, compe��ve, geopoli�cal and social uncertain�es; the actual results of current explora�on ac�vi�es; risks associated with opera�on in foreign jurisdic�ons; ability to successfully integrate the purchased proper�es; foreign opera�ons risks; the �ming of the Offerings; and other risks inherent in the mining industry. Although Nobel has atempted to iden�fy important factors that could cause actual results to differ materially from those contained in forward-looking informa�on, there may be other factors that cause results not to be as an�cipated, es�mated or intended. There can be no assurance that such informa�on will prove to be accurate, as actual results and future events could differ materially from those an�cipated in such statements. Accordingly, readers should not place undue reliance on forward-looking informa�on. Nobel does not undertake to update any forward-looking informa�on, except in accordance with applicable securi�es laws.
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