Noble Mineral Exploration Inc. Announces Creation of Canada Nickel Company o Mark Selby Appointed Chairman and CEO of Canada Nickel Company o 100% Consolidation & Spin-out of Crawford Nickel-Cobalt Sulphide Project o Fully-subscribed $5 Million Private Placement in Canada Nickel Company
2500 – 120 Adelaide St. West, Toronto, OntarioM5H 1T1
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TSX.V: NOB FWB: NB7 OTC.PK: NLPXF
Noble Mineral Exploration Inc. Announces Creation of Canada Nickel Company
o Mark Selby Appointed Chairman and CEO of Canada Nickel Company
o 100% Consolidation & Spin-out of Crawford Nickel-Cobalt Sulphide Project
o Fully-subscribed $5 Million Private Placement in Canada Nickel Company
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION
OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
October 1, 2019 - Noble Mineral Exploration Inc. (TSX -V NOB) (“Noble” or “the Company”) today
announced its plan to:
• create the Canada Nickel Company (“Canada Nickel” ), which will own a consolidated 100%
interest in the Crawford nickel-cobalt sulphide project, and
• distribute a significant portion of Noble’s interest in Canada Nickel to Noble shareholders and
qualify Canada Nickel as a new public entity.
Canada Nickel will be led by Mark Selby, who will be appointed Chairman & CEO. The Company also
announced the plan to complete a fully -subscribed $5 million private placement into Canada Nickel,
subject to regulatory approval, to fund the cost of the Crawford projec t consolidation and continue
exploration and mineralogical work to advance the project.
“I am delighted to welcome Mark Selby to lead Canada Nickel through the next phases of exploration
and development to unlock the massive potential of Crawford. Mark is a recognized leader in the
global nickel industry given his experience and network successfully advancing the Dumont nickel
project,” said Mr. Vance White, President & CEO of Noble. “I am very proud of the team that made
the Crawford nickel discovery, which is one of the few nickel discoveries in many years with large scale
potential. With the planned consolidation of ownership in Crawford and private placement, Canada
Nickel is well- positioned for the next exciting phase of growth and value creation fo r Noble
shareholders.”
Mark Selby was most recently President & CEO of RNC Minerals, where he led the development of the
Dumont nickel-cobalt project through to a fully permitted, construction ready project. Before RNC
Minerals, he held senior management roles at Quadra and Inco and he is recognized as a leading
authority on the nickel market.
“I am pleased to lead Canada Nickel and advance Crawford, which is an exciting project. Coupled with
the close proximity to significant infrastructure near Timmins, I believe this will allow me to leverage
all the experience and insights we learned in advancing Dumont,” said Mr. Selby. “The timing of this
discovery is excellent. We are in a robust nickel market increasingly driven by demand for nickel from
the electric vehicle market which will require new nickel projects to be built over the coming decade.
I am encouraged by the strong support we have received from a number of new and existing investors
who have committed to $5 million in financing which will allow us to execute the next phase of drilling
and metallurgical work for the project.”
2500 – 120 Adelaide St. West, Toronto, OntarioM5H 1T1
Phone: 416-214-2250
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Crawford Nickel-Cobalt Sulphide Project
The recent drilling program by Spruce Ridge Resources Ltd (“Spruce Ridge”) (TSX-V SHL) and its Joint
Venture partners, a group o f private investors, Dr. K. Sethu Raman, Robert Hirschberg and Sam
Sehota, was focused on the Crawford Ultramafic Complex, a 3.5 -kilometre long body of peridotite,
dunite and their serpentinized equivalents. The target, entirely under cover, was defined by a
helicopter-borne magnetic and electromagnetic survey and an airborne gravity survey, both
conducted over of the entire project area of 100 sq. km. An Artificial Intelligence (A.I.) review of data,
provided by Albert Mining Inc. (TSX -V AIIM), also identified the area as being prospective for nickel.
All four discovery holes totaling 1,818 metres intersected multi- hundred metre intervals of
serpentinized dunite with persistent nickel values with two of the four holes ending in mineralization.
(see Noble release dated March 4, 2019)
Highlights from the drilling:
• Hole CR18-01 intersected 558 m of 0.26% nickel, 0.013% (127ppm) cobalt,
(ended in mineralization)
• Hole CR18-03 intersected 318 m of 0.25% nickel, 0.013% (126 ppm) cobalt
• Hole CR18-04 intersected 208.5 m of 0.32% nickel, 0.013% (135 ppm) cobalt
(ended in mineralization)
Drilling on the project has resumed both east and west of the existing drilling and to infill the existing
drilling to test the southern contact.
Table 1 - Recent Drilling Results
CRAWFORD NICKEL PROJECT - 2018 DIAMOND DRILLING RESULTS
DDH ID From To Length Ni (%)
Co
(ppm)
Pt
(g/t)
Pd
(g/t)
Au
(g/t) S (%)
SUMMARY OF INTERVALS PASSING 0.20% Ni CUTOFF
CR18-01 36.00 594.00 eoh 558.00 0.261 127 0.010 0.016 0.002 0.051
includes 234.00 525.00 291.00 0.293 118 0.011 0.020 0.002 0.062
includes 238.50 393.00 154.50 0.320 120 0.012 0.029 0.001 0.086
includes 238.50 283.50 45.00 0.384 144 0.019 0.061 0.001 0.140
CR18-02 24.00 175.50 151.50 0.224 126 0.005 0.005 0.001 0.029
CR18-03 288.00 606.00 eoh 318.00 0.248 126 0.019 0.028 0.003 0.029
includes 475.50 606.00 eoh 130.50 0.299 140 0.028 0.055 0.006 0.033
includes 492.00 547.50 55.50 0.324 139 0.028 0.096 0.005 0.039
includes 492.00 516.00 24.00 0.333 140 0.060 0.201 0.011 0.022
CR18-04 193.50 402.00 eoh 208.50 0.324 135 0.018 0.028 0.003 0.181
includes 205.50 402.00 eoh 196.50 0.332 135 0.010 0.027 0.002 0.183
includes 208.50 285.00 76.50 0.358 156 0.017 0.041 0.001 0.246
includes 208.50 220.50 12.00 0.532 220 0.030 0.070 0.001 0.512
Dumont Deposit average grade for
comparison 0.270 107 0.009 0.020 n/a n/a
Note: eoc = End of Casing; eoh = End of Hole
Note: the lengths reported are core lengths and not true widths. Spruce Ridge has insufficient
information to determine the attitude, either of the ultramafic body or of mineralized zones within it.
True widths will be less than the core lengths by unknown factors.
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Crawford Nickel-Cobalt Location
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Phone: 416-214-2250
Fax: 416-367-1954
Initial Mineralogical Results (see Noble release dated June 11, 2019)
Twelve samples of drill core were selected from 1.5-metre analyzed intervals from the recent 1,818-
metre, four-hole drill program, to cov er a range of nickel, cobalt and palladium contents as well as
differing degrees of serpentinization and a range of sulphur contents. Polished thin sections were
made from the core samples and were examined under reflected -light microscope and a scanning
electron microscope (SEM), which provided chemical analyses of individual mineral grains to aid in
their identification. The following minerals were identified as carrying most of the nickel and cobalt
(in order of decreasing abundance): pentlandite (nickel -iron sulphide - 50%), heazlewoodite (nickel
sulphide – 35%), awaruite (nickel-iron alloy – 15%) and minor godlevskite (nickel sulphide with minor
iron). In addition to the mineralogical identification study, an analysis was performed on pulp samples
of the 12 core intervals from which the mineralogy samples were taken. Table 2 shows a comparison
between the Peroxide Fusion analysis and the Aqua Regia analysis for cobalt and nickel and establishes
the potential percentages of ‘Liberation” of these key elements.
Table 2 – Peroxide Fusion vs. Aqua Regia Analysis for Nickel & Cobalt
DDH
No. From To Length
Co
ppm
FUS-
ICP
Co
ppm
AR-
ICP
percent
liberated
Ni %
FUS-
ICP
Ni %
AR-
ICP
percent
liberated
S %
FUS-
ICP
CR18-01 165.0 166.5 1.5 240 193 80% 0.669 0.431 64% 0.28
CR18-01 238.5 240.0 1.5 120 105 88% 0.297 0.203 68% 0.02
CR18-01 243.0 244.5 1.5 170 149 88% 0.487 0.332 68% 0.15
CR18-01 286.5 288.0 1.5 150 130 87% 0.345 0.232 67% 0.18
CR18-01 423.0 424.5 1.5 120 85 71% 0.317 0.203 64% 0.03
CR18-01 588.0 589.5 1.5 110 87 79% 0.272 0.178 65% 0.01
CR18-03 508.5 510.0 1.5 140 108 77% 0.332 0.217 65% 0.01
CR18-03 535.5 537.0 1.5 140 109 78% 0.337 0.227 67% 0.07
CR18-03 594.0 595.5 1.5 150 110 73% 0.349 0.205 59% 0.05
CR18-04 165.0 166.5 1.5 120 52 43% 0.182 0.050 27% < 0.01
CR18-04 216.0 217.5 1.5 260 206 79% 0.647 0.423 65% 0.60
CR18-04 337.5 339.0 1.5 130 103 79% 0.427 0.275 64% 0.20
Mean Co
liberation 77% Mean Ni
liberation 62%
Canada Nickel - $5 million Private Company Financing
A $5 million private placement of common shares and flow through common shares into Canada
Nickel has been fully subscribed and is expected to close on or before October 15, 2019. Under this
private company financing, it is expected that Canada Nickel will issue 13 million common shares at
$0.25 per share and 5 million flow through shares at $0.35 per share. The proceeds of the private
placement will be used to fund the joint venture consolidation descr ibed above, mineral exploration
of the Crawford project, and working capital requirements ancillary thereto. This financing will be
completed by way of a private placement to qualified investors.
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Phone: 416-214-2250
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100% Crawford Project Consolidation
The planned consol idation of the Crawford properties will be implemented under the terms of a
binding letter of intent that has been entered by Noble, Mr. Selby, Spruce Ridge Resources Ltd. (TSX-
V SHL) (“Spruce Ridge”) and certain private investors (the “Investors”) under which, subject to certain
specified conditions including required regulatory and shareholder approvals:
(Please note that for illustrative purposes consideration values below are based on Noble and Spruce
Ridge closing prices as of September 27, 2019 of $0. 09 and $0.065 respectively and a Canada Nickel
value of $0.25 per share based on the private placement value).
• Noble will receive 12 million common shares of Canada Nickel for a total consideration valued
at $3 million (representing a 24% interest in Canada Nickel post -financing) and $2 million in
cash for an aggregate consideration valued at $5 million. Of the shares of Canada Nickel
received by Noble, 10 million will be distributed to Noble shareholders.
• Spruce Ridge will relinquish its joint venture interest in the Crawford project (the current joint
venture arrangements regarding the Crawford JV Agreement are described below) on the
following terms:
o Noble will pay $1 million in cash to Spruce and cause Canada Nickel to issue 20 million
common shares of Canada Nickel to Spruce for total consideration valued at $6
million;
o Noble will issue 10 million units to Spruce, each unit valued at $0.09 to be comprised
of one common share of Noble and one-half of a common share purchase warrant of
Noble (exercisable for three years at $0.15 per share) for a total consideration valued
at $900,000;
o Spruce will issue 2 million common shares (each common share valued at $0.065) to
Noble as part of the share consideration to be paid pursuant to the Crawford JV
Agreement which is being terminated as part of the project consolidation for a total
consideration valued at $130,000; and
o As consideration for receiving the above 2 million common shares from Spruce, Noble
will transfer certain assets to Spruce (unrelated to the Crawford project) subject to
25% earn-in rights.
• The Investors have agreed to relinquish their joint venture interest in the Crawford project
(the current joint venture arrangements regarding the Investor Agreement are described
below) on the following terms:
o Spruce will transfer 10 million common shares of Canada Nickel (each common share
of Canada Nickel valued at $0.25) received from Noble (representing a 20% interest
in Canada Nickel post -financing) to the Investors for a total consideration valued at
$2.5 million; Spruce will hold the remaining balance of 10 million shares of Canada
Nickel (also representing a 20% interest post-financing); and
o Spruce will issue 10 million units to the Investors for a total consideration valued at
$650,000, each unit (valued at $0.065) to be comprised of one common sh are of
Spruce and one-half of a common share purchase warrant of Spruce (exercisable for
three years at $0.10 per share) as full and final settlement of obligations pursuant to
the Investor Agreement.
It is anticipated that neither of the transactions re quired to complete the planned consolidation of
the Crawford properties will qualify as a “related party transaction” (as such term is defined in
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction which
is incorporated by reference into the policies of the TSX Venture Exchange under Policy 5.9).
Noble and Spruce Ridge are parties to a joint venture agreement dated May 4, 2018 (the "Crawford
JV Agreement") under which Spruce has the right, subject to the terms and conditions thereof, to earn
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up to a 75% undivided interest in the Crawford project. Spruce and the Investors entered into an
agreement relating to the Crawford JV Agreement, dated September 9, 2018 (the “Investor
Agreement”) under which the Investors have the right to earn up to a 37.5% undivided interest in the
Crawford project (with Spruce retaining a 37.5% undivided interest therein). For a description of the
existing joint venture agreements between Noble, Spruce Ridge and the Investors, please refer to
Noble news release dated May 8, 2018 and Spruce Ridge release dated September 27, 2018 (both
available under the applicable corporate profiles on www.sedar.com). The Crawford JV Agreement
and the Investor Agreement a re being terminated pursuant to the consolidation of the Crawford
properties as described above.
Special Meeting - Distribution of Canada Nickel Shares
A special meeting of the shareholders of Noble is expected to be called to approve the distribution of
the Canada Nickel common shares received as part of the transactions described and other matters
relating thereto.
Timing - Property Consolidation, Share Distribution & Canada Nickel Qualification as Public Entity
Subject to the receipt of regulatory and shareholder approval, it is expected that the consolidation of
the Crawford properties will be completed on or prior to October 31, 2019, and that the distribution
of the Canada Nickel common shares to Noble shareholders and qualification of Canada Nickel as a
public entity will be completed on or prior to December 31, 2019.
It is expected that Canada Nickel will have 50 million common shares outstanding following the
transactions and private placement described above which may be summarized as follows (after the
distribution of Canada Nickel common shares to the shareholders of Noble and Spruce Ridge):
Canada Nickel
Common Shares
Noble 2,000,000 (4%)
Noble Shareholders 10,000,000 (20%)
Spruce Ridge 5,000,000 (10%)
Spruce Ridge Shareholders 5,000,000 (10%)
Investors 10,000,000 (20%)
Private Placement Group 18,000,000 (36%)
Total 50,000,000 (100%)
QA/QC Protocol:
Noble relied solely on internal QA/QC analytical procedures published by Spruce Ridge, the operator
of this project, that are being used by Activation Laboratories Ltd., (“ActLabs”) which included the use
of between 10 and 16 separate standards for different groups of elements in the ICP -OES peroxide
fusion package (of which three included nickel and four includ ed cobalt). Two standards were used
for the fire assay procedures, one of which was included for every 20 samples in a batch. Duplicate
analyses were performed on every fifth sample, and blanks were inserted after every tenth sample.
Additionally, Spruce R idge performed independent analysis of a duplicate pulp from approximately
every fifth sample (184 out of 975 samples), using a portable X-Ray fluorescence instrument. Results
accorded closely to those from the ActLabs ICP -OES peroxide fusion analyses. Cob alt and precious
metal concentrations were too low to be reliably determined by portable XRF technology.
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Security & Sample Preparation:
NQ size drill core was delivered in sealed boxes by drill crews after every shift, to the Spruce Ridge’s
secure core shack in Timmins. Core was cut using a diamond saw in lengths of 1.5 metres, under the
supervision of William MacRae, P.Geo., the project geologist. After every day of core cutting, Mr.
MacRae personally delivered bagged and tagged samples to the Timmins laboratory facility of ActLabs.
Qualified Person
Randy S C Singh PGeo (ON), PEng (ON), VP Exploration & Project Development of Noble and a
"qualified person" as such term is defined by National Instrument 43 -101, has verified the data
disclosed in this news release, and has otherwise reviewed and approved the technical information in
this news release on behalf of Noble Mineral Exploration Inc.
Contacts (Noble):
H. Vance White, President
Phone: 416-214-2250 Fax: 416-367-1954 Email: [email protected]
Investor Relations Email: [email protected]
Contacts (Canada Nickel Company):
Russell Starr
Phone:647-669-9801
email: [email protected]
About Noble Mineral Exploration Inc.
Noble Mineral Exploration Inc. is a Canadian-based junior exploration company which, in addition to
its shareholdings in in Spruce Ridge Resources Ltd. and MacDonald Mines Exploration Ltd., and its
interest in the Holdsworth gold exploration property in the area of Wawa, Ontario, holds in excess of
79,000 hectares of mineral rights in the Timmins - Cochrane areas of Northern Ontario known as
Project 81. Project 81 hosts diversified drill- ready gold, nickel- cobalt and base metal exploration
targets at variou s stages of exploration. 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”.
Forward-Looking Statements
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. This News Release inc ludes certain "forward-looking statements" which are not comprised
of historical facts. Forward -looking statements include estimates and statements that describe the
Company’s future plans, objectives or goals, including words to the effect that the Company or
management expects a stated condition or result to occur. Forward -looking statements may be
identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”,
“will”, or “plan”. Since forward -looking statements ar e based on assumptions and address future
events and conditions, by their very nature they involve inherent risks and uncertainties. Although
these statements are based on information currently available to the Company, the Company provides
no assurance that actual results will meet management’s expectations. Risks, uncertainties and other
factors involved with forward -looking information could cause actual events, results, performance,
prospects and opportunities to differ materially from those expressed or implied by such forward -
looking information. Forward looking information in this news release includes, but is not limited to,
the intention to complete the transactions and the expected expenditure of the proceeds of the
private placement, and the Comp any’s objectives, goals or future plans. Factors that could cause
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actual results to differ materially from such forward -looking information include, but are not limited
to an inability to complete the Transactions, failure to identify mineral resources, failure to convert
estimated mineral resources to reserves, delays in obtaining or failures to obtain required regulatory,
governmental, environmental or other project approvals, political risks, inability to fulfill the duty to
accommodate First Nations and other indigenous peoples, uncertainties relating to the availability
and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange
rates, fluctuations in commodity prices, delays in the development of projects, capital and operating
costs varying significantly from estimates and the other risks involved in the mineral exploration and
development industry, and those risks set out in the Company’s public documents filed on SEDAR.
Although the Company believes that the assumptions and factors used in preparing the forward -
looking information in this news release are reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news release, and no assurance can be given
that such events will occur in the disclosed time frames or at all. The Company disclaims any intention
or obligation to update or revise any forward -looking information, whether as a result of new
information, future events or otherwise, other than as required by law.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there
be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities have not been
and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”)
or any state securities laws and may not be offered or sold within the Unite d States or to, or for
account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered
under the 1933 Act and applicable state securities laws, or an exemption from such registration
requirements is available.