Noble adopts Shareholder Rights Plan and Equity Incentive Plan
TSX.V: NOB FWB: NB7 OTCQB: NLPXF
Noble adopts Shareholder Rights Plan and Equity Incentive
Plan
Toronto, Ontario – February 8, 2022 – Noble Mineral Exploration Inc. (“Noble” or the
“Company”) (TSX-V:NOB, FRANKFURT: NB7, OTC QB.PK:NLPXF) announces that its Board of
Directors has approved the adoption of a shareholder rights plan (the “ Shareholder Rights Plan”)
and an equity incentive plan (the “ 2022 EIP”). The TSX Venture Exchange (the “ TSXV”) has
conditionally approved the Shareholder Rights Plan and the 2022 EIP (collectively, the “ Plans”),
subject to Noble obtaining shareholder approval of each Plan and satisfying certain other conditions.
Noble is submitting the Plans for approval of its shareholders at the annual general and special
meeting (the “AGM”) to be held (in virtual format only) on March 14, 2022.
Shareholder Rights Plan
The Shareholder Rights Plan was adopted to help ensure the fair treatment of all the Company’s
shareholders in the event that any takeover bid for the outstanding common shares of the Company
is commenced, by providing the Board of Directors and shareholders with sufficient time to fully
consider any such bid. When faced with a takeover bid, t he Shareholder Rights Plan also provides
the Board of Directors with time to pursue, if appropriate, other alternatives to maximize shareholder
value. Under the Shareholder Rights Plan, rights (the “Rights”) have been issued to holders of Noble
common shares at a rate of one Right for each common share. The effect of those Rights is to ensure
that if takeover bid is underway for Noble or another party has acquired control (or 20% or more) of
Noble’s shares, the Board of Directors and/or shareholders of Noble will be provided time to consider
the bid and evaluate alternatives. The Shareholder Rights Plan is very similar to rights plans adopted
by other Canadian issuers, and it was not adopted in response to any specific proposal or intention
to acquire control of the Company.
The Shareholder Rights Plan is effective immediately for an initial term of three years but is subject to
ratification by shareholders of the Company at the AGM. The Shareholder Rights Plan is contained
in an agreement entered into with TSX Trust Company, the Company’s transfer agent, and it will be
attached to the management information circular (the “ Circular”) prepared for the AGM. If the
Shareholder Rights Plan is not approved by shareholders at the AGM and is not otherwise approved
by shareholder s of Noble by August 3, 2022 , the Shareholder Rights Plan and all Rights issued
thereunder will then terminate.
2022 Equity Incentive Plan
The 2022 EIP was adopted by Noble’s Board to replace the current Amended and Restated Stock
Option Plan (that was most recently approved at the shareholder meeting held on March 5, 2021) and
Supplemental Equity Incentive Plan. In light of recent amendments to T SXV Policies allowing for a
greater variety of security based compensation plans, the Company’s Board determined that it would
be beneficial for Noble to adopt the 2022 EIP as a rolling 5% plan. That plan would permit only the
following kinds of grants of security based incentive compensation (the “ Approved Grants”): stock
options, deferred share units, performance share units, restricted share units and stock appreciation
rights. The purpose of the rolling 5% 2022 EIP is to allow the Company to continue to have the means
for instituting a share ownership incentiv e for directors, officers, employees and consultants of the
Company, thereby advancing the Company’s interests by affording such persons an opportunity to
acquire an equity interest in Noble . Because the 2022 EIP is a rolling 5% plan under TSXV Policy
4.4, in the future the Company’s shareholders must approve the 2022 EIP annually, and if more than
15 months pass after the most recent approval/reapproval of the 2022 EIP by shareholders, no further
grants under the 2022 EIP could be made until shareholder reapproval of that plan has been obtained.
A copy of the EIP will be included in the Circular for the AGM.
Currently, for Noble there are options outstanding under the pre- existing Amended and Restated
Stock Option, and restricted share units outstanding under the pre- existing Supplemental Equity
Incentive Plan. Those options and RSUs would be governed by the 2022 EIP if it is approved by
Noble’s shareholders.
Futher Information
Further details regarding the Shareholder Rights Plan and the 2022 EIP will be included in the Circular
for the AGM, which is being mailed to shareholders and will be filed under Noble’s profile on SEDAR
on or about February 10, 2022.
Assuming that Noble’s shareholders will approve the Plans at the AGM, the adoption of each of the
Plans will remain subject to final acceptance by TSXV.
About Noble Mineral Exploration Inc.:
Noble Mineral Exploration Inc. is a Canadian-based junior exploration company which, in addition to
its shareholdings in Canada Nickel Company Inc., S pruce Ridge Resources Ltd. and MacDonald
Mines Exploration Ltd., and its interest in the Holdsworth gold exploration property in the area of
Wawa, Ontario, will continue to hold approximately 40,000 hectares of mineral rights in the Timmins-
Cochrane areas of Northern Ontario known as Project 81, as well as an additional ~11,000 hectares
in the Timmins area and 44,000 hectares of mining claims in Central Newfoundland. Project 81 hosts
diversified drill- ready gold, nickel -cobalt and base metal exploration ta rgets at various stages of
exploration. It will also hold its recently acquired Nagagami Carbonatite Complex near Hearst,
Ontario, as well as the Buckingham Graphite Property, the Laverlochere Nickel, Copper, PGNM
property and the Cere -Villebon Nickel, Co pper, PGM property, all of which are in the province of
Quebec. More detailed information is available on the website at 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 t o time in the filings made by the Company with the TSX Venture
Exchange and securities 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, fu ture
events or otherwise.
Contacts:
H. Vance White, President
Phone: 416-214-2250
Fax: 416-367-1954
Email: [email protected]
Investor Relations
Email: [email protected]