Noble Provides Update ON Crawford Nickel Spin-Out and Effective Date FOR Distribution of Canada Nickel Shares to Its Shareholders
TSX.V: NOB FWB: NB7 OTC.PK: NLPXF
NOBLE PROVIDES UPDATE ON CRAWFORD NICKEL SPIN-OUT AND EFFECTIVE
DATE FOR DISTRIBUTION OF CANADA NICKEL SHARES TO ITS
SHAREHOLDERS
Toronto, Ontario – February 19, 2020 – Noble Mineral Exploration Inc. ( "Noble" or
the "Company") (TSX-V:NOB, FRANKFURT: NB7, OTC.PK:NLPXF) announced that it
has signed a termination agreement (the "Termination Agreement") with Spruce Ridge
Resources Ltd. (TSXV: SHL) ("Spruce Ridge") and Canada Nickel Company Inc.
("Canada Nickel") whereby Noble's option and joint venture agreement dated May 4, 2018
(the "JV Agreement") with Spruce Ridge is being terminated. The execution of the
Termination Agreement was completed pursuant to an implementation agreement (the
“Implementation Agreement”) dated as of N ovember 14, 2019 that was previously
announced by Noble in its news release of November 28, 2019. By executing the
Termination Agreement and satisfying the completion conditions thereunder, Noble,
Spruce Ridge and Canada Nickel will have satisfied the last of the precon ditions under
the Implementation Agreement for Noble’s planned distribution of 10,000,000 Canada
Nickel shares to Noble’s shareholders.
The principal terms of the Termination Agreement are as follows:
• Noble is issuing to Spruce Ridge 10,000,000 common share units of Noble (each unit
comprised of one common share and one half common share purchase warrant, with
each full warrant being exercisable at $0.15 per share for three years) , and a $1 million
promissory note that is repayable following completion of the arrangement (the
"Arrangement") between Noble and Canada Nickel described in the Implementation
Agreement (for details regarding the Arrangement, please refer to Noble's news release
issued on December 30, 2019);
• Noble is receiving 2,000,000 common shares of Spruce Ridge for a deemed aggregate
value of $130,000;
• Canada Nickel is issuing 20,000,000 common shares of Canada Nickel to Spruce for a
deemed aggregate value of $5,000,000; and
• Noble is transferring to Spruce Ridge 907ha of VMS properties in Crawford Township,
Ontario, subject to Noble retaining a 25% buy -back interest, and to the right of Spruce
Ridge to substitute other VMS properties in Crawford Township, Ontario of the same size.
The Termination Agreement was entered into after Noble was granted conditional
approval by the TSX Venture Exchange, and remains subject to final approval of the
Exchange.
Canada Nickel Listing
Noble has been advised that Canada Nickel Company Inc. has received conditional
approval for listing it s shares on the TSX V enture Exchange. Management of Canada
Nickel are working towards obtaining final approval for listing as soon as possible.
Effective Date for Distribution of Canada Nickel Shares
Noble announced that it plans to complete the plan of arrangement that was recently
approved by its shareholders with an effective date of February 25, 2020. The plan of
arrangement is being completed under the Implementation Agreement, and Noble is
working towards completing the necessary steps so as to dist ribute 10,000,000 Canada
Nickel shares pro rata to those parties who are shareholders of record of at the end of the
day on February 24, 2020. Noble warrant -holders who deliver complete exercise
packages of their warrants no later than 5:00 p.m. on February 21, 2020 will be entitled
to participate in that distribution.
Noble has received conditional approval from the TSX Venture Exchange for t he
completion of that plan of arrangement. However, completion of the arrangement is
subject to Noble obtaining all necessary regulatory approvals in the coming days, and to
final approval of the TSX Venture Exchange. Following completion of the arrangem ent,
Noble’s common shares will become subject to a new ISIN number.
Noble will provide further updates regarding the completion of the arrangement, as well
as related matters, as details are confirmed.
Shareholders should note that after the distributio n of Canada Nickel shares to Noble’s
shareholders, Noble will continue to hold 2,000,000 Canada Nickel shares.
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, 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 78,000 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
various 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”.
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 r egulatory 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]