Distribute Shares of Homeland Nickel Inc. by Plan of Arrangement; Calls Special Shareholder Meeting for
TSX.V: NOB FWB: NB7 OTC
QB
: NLPXF
Noble
Announces
Plan to
Distribute Shares
of
Homeland
Nickel
Inc.
by Plan of Arrangement; Calls Special Shareholder Meeting
for
May 7, 2026
Toronto, Ontario
–
February 12
, 2026
–
Noble Mineral Exploration Inc.
(
“Noble”
or the
“Company”
) (TSX
-
V
: NOB
, FRANKFURT: NB7, OTC
QB
.PK:NLPXF)
announce
d
that
its
Board of Directors
has
approved
moving ahead with
steps that would result in a distribution
(the “
Distribution
”)
of 9,000,000 common shares of Homeland Nickel Inc.
(trading symbol
TSX
-
V:
SHL, OTC:
SRCGF
) (“
Homeland
”)
to the shareholders of the Company. The Board
of Directors has
approved
the implementation of
the D
istribution through a plan of
arrangement
(the “
Plan of Arrangement
”)
whereby the
outstanding share capital of the
Company would be reorganized, with the common shares of Noble being replaced with
:
(1)
on a one
-
for
-
one basis,
new shares of Noble that would be listed on the TSX Venture
Exchange
;
and (2) a
pro rata
portion of the Homeland shares being distributed
.
In order to complete the
Distribution
, the shareholders of Nob
l
e must approve
the
P
lan of
A
r
r
angement by
supra
-
majority
, and that plan must also by approved in court.
A
special
shareholder meeting
is being
called for May 7, 2026
(the “
May 7 Shareholder Meeting
”)
to
seek
the required shareholder
approval, with the record date for voting at that special
shareholder
to be
set at March 27, 2026. Assuming court and shareholder approval
s
are
granted for the
P
lan of
A
rrangement, Noble anticipates that the Distribution would be
concluded as soon as possible after the
May 7 S
hareholder
M
eeting.
Note that the Company’s annual
general
and special shareholder meeting of
February 26,
2026 will proceed as planned, and the Plan of Arrangement will not be submitted to
shareholders for approval at that meeting.
While it is
hoped
that completing a capital reorganization and the related Distribution
through
the Plan of Arrangement
will
enable some or all of the Distribution to be completed as a return
of capital, a final determination in that regard cannot be reached until closer to the date of the
Distribution when, among other factors, the market value of the Homeland shares at the tim
e
of the Distribution is known. R
egardless of whether
all or part of the value of the Distribution
is
treated
by Noble
as a return of capital to its shareholders,
s
hareholders
of Noble must
consult with their own tax advisor
s as to the
Distribution
’s tax impact on them.
Fu
rther
information
regarding how Noble will treat the
Distribution
from a tax perspective will be
announced by Noble when available
.
The
Distribution
will be
made to Noble’s shareholders
on a
pro rata
basis.
The ratio of
Homeland shares per Noble share to be distributed
will be based
on the
number of shares of
Noble outstanding
when
the Plan of Arrangement takes effect, and
will be
calculated
and
announced at that tim
e
.
No fractional shares or cash in lieu thereo
f, and no
other form of
payment
,
will be
distributed to Noble shareholders as
part of
the
Distribution
, except as may
be applicable for any shareholder exercising dissent rights
.
To the extent that the
Distribution
ratio results in a fraction of a
H
omeland
share otherwise being
distributable
, the number of
H
omeland
shares to be distributed to a shareholder
will be rounded down to the nearest
whole number.
As a result of that rounding, it is likely that less than 9,000,000 Homeland
shares will be distributed in the
Distribution
.
Shareholders should note that
there are warrants and options outstanding that, if exercised,
would result in
additional shares of Noble being issued
prior to the Distribution.
H. Vance White, President and CEO of Noble,
stated the following in relation to the
proposed
Plan of Arrangement and Distribution
: “In keeping with our past
practice
of
empowering
our
shareholders to participate directly in the progress of companies
in which Noble holds shares,
we are very pleased to provide our shareholders the opportunity to participate in the
pro rata
distribution of 9,000,000 Homeland
s
hares
through the proposed plan of arrangement
.
Homeland
Nickel Inc. is a
TSX V listed
mineral exploration company focused on critical metal
resources with
ten
nickel projects in Orego
n, USA
hosting
very large historical
nickel
resources in continental America
as
presented
on their website
. It also holds interest
s
in
copper and gold projects in Newfoundland, Canada.
Applying the
most recent
closing price for Homeland’s shares on the
TSX Venture Exchange,
the Distribution
would
result in
at least
~
$
3.735 Million
of value being returned to Noble’s
shareholders
.
When
factor
ing
in the earlier distributions of Canada Nickel
Company Inc.
(“
CNC
”)
shares completed by Noble in 2020 and 2022,
more than
~$
2
8
Million
of
current
value will have been distributed by Noble to its shareholders in the form of Homeland and
CNC
shares. Noble will retain more than 10 Million shares of Homeland after the
planned
d
istribution has been completed
. As a company, we will continue to seek other opportunities
to distribute to our shareholders significant share blocks of other public companies that Noble
has acquired over the years
,
perhaps
including some of the retaine
d 10 Million Homeland
shares
.
”
About Noble Mineral Exploration Inc.:
Noble Mineral Exploration Inc. is a Canadian
-
based junior exploration company, which has
holdings of securities in Canada Nickel Company Inc., Homeland Nickel Inc., East Timmins
Nickel Inc. (20%), and its interest in the Holdsworth gold exploration propert
y in the area of
Wawa, Ontario.
Noble holds mineral and/or exploration rights in ~70,000ha in Northern Ontario and
~24,000ha elsewhere in Quebec upon which it plans to generate option/joint venture
exploration programs. Noble holds mineral rights and/or exploration rights in 18,000 hect
ares
in the Timmins
-
Cochrane areas of Northern Ontario known as Project 81, ~2,215 hectares in
Thomas Twp/Timmins, as well as an additional 20% interest in ~38,700 hectares in the
Timmins area held by East Timmins Nickel. Project 81 hosts diversified drill
-
ready gold,
nickel
-
cobalt and base metal exploration targets at various stages of exploration. Noble also
holds ~4,600 hectares in the Nagagami Carbonatite Complex and its ~3,200 hectares in the
Boulder Project both near Hearst, Ontario. ~3,700 hectares i
n the Buckingham Graphite
Property, ~10,152 hectares in the Havre St Pierre Nickel, Copper, PGM property, and ~1,573
hectares in the Cere
-
Villebon Nickel, Copper, PGM property, ~569 hectare Uranium/Rare
Earth property (Chateau), ~461 hectare Uranium/Molybd
enum property (Taser North),
~4,465 hectares REE Mehmet Property, and the ~3300 hectare Gull Lake REE Property all
of which are in the Province of Quebec and the ~ 647 hectare Chapiteau REE property in
Labrador.
https://www.noblemineralexploration.com
Noble’s common shares trade on the TSX Venture Exchange under the symbol “NOB”.
Cautionary Statement:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information contained herein.
The foregoing information may contain forward
-
looking statements relating to the future
performance of Noble Mineral Exploration Inc. Forward
-
looking statements, specifically those
concerning future performance, are subject to
certain
risks and uncertainties, and actual
results may differ materially from the Company’s plans and expectations. These plans,
expectations, risks and uncertainties are detailed
herein and from time to time in the filings
made by the Company with the TSX Venture Exchange and securi
ties regulators. Noble
Mineral Exploration Inc. does not assume any obligation to update or revise its forward
-
looking statements, whether as a result of new information, future events or otherwise.
Contacts:
H. Vance White, President
Phone:
416
-
214
-
2250
Fax:
416
-
367
-
1954
Email:
Investor Relations
Email: