Noble Receives Interim Order for Proposed Arrangement and Files Materials for Special Meeting
TSX.V: NOB FWB: NB7 OTCQB: NLPXF
Noble Receives Interim Order for Proposed Arrangement and Files Materials for Special
Meeting
TORONTO, April 8, 2026 – Noble Mineral Exploration Inc. (“Noble” or the “ Company”) (TSXV:
NOB) (OTCQB: NLPXF) announces that it filed under its SEDAR+ profile the management information
circular (the “Circular”) and related materials (together with the Circular, the “Meeting Materials”) for
the special shareholder meeting (the “Meeting ”) at which the shareholders of Noble will be asked to
approve an arrangement (the “Arrangement”), and also authorize Noble’s Board of Directors to reduce
the stated capital of the Company (the “ Reduction of Stated Capital”) , all as further detailed in the
Meeting Materials. Noble previously announced the calling of the Meeting and the proposed Arrangement
in a news release issued on February 12, 2026.
Key Dates and Effect of Arrangement
Event Date and Toronto Time
Record date for Meeting Friday, March 27, 2026 at 5:00 p.m.
Deadline for voting Tuesday, May 5, 2026 at 10:00 a.m.
Dissent deadline for registered shareholders Tuesday, May 5, 2026 at 5:00 p.m.
Meeting date Thursday, May 7, 2026 at 10:00 a.m.
Hearing for final court order Scheduled for Friday, May 15, 2026 at 10:00 a.m.
Effective date of Arrangement Monday, May 25, 2026 at 12:01 a.m. (to be confirmed)
Record date for distribution Wednesday, May 27, 2026 (to be confirmed)
Assuming that the Arrangement will be completed as planned, each holder of a Noble common share
(“Noble Share ”) as of the record date for the proposed share exchange under the Arrangement will
exchange that share for approximately 0.034 of a common share of Homeland Nickel Inc. (“Homeland”)
(with the actual distribution ratio to be confirmed at a later date to reflect the number of outstanding
common shares of Noble at the record date for the Arrangement) and one new Noble share having the same
rights and privileges as the pre -exhange Noble Shares. Assuming the Arrangement is approved and
implemented, the record date for the Arrangement (and share exchange thereunder) will be announced after
the Meeting, prior to the date when it will take effect.
Board Recommendation
The Board of Directors of the Company unanimously determined that the Arrangement and the Reduction
of Stated Capital are in the best interests of the Company. Therefore, the Board recommends that Noble’s
shareholders vote FOR the Arrangement and FOR the Reduction of Stated Capital at the Meeting.
The Meeting
The Meeting will be held at the United Room, 24 th Floor,120 Adelaide Street West, Toronto, Ontario on
Thursday, May 7, 2026 at 10:00 a.m. (Toronto time ). Meeting M aterials, including the Circular, are
available under the Company’s SEDAR+ profile at www.sedarplus.ca, on TSX Trust Company’s website
at http://docs.tsxtrust.com/2165, and on Noble’s website at https://noblemineralexploration.com .
Shareholders of record at the close of business on March 27, 2026 are entitled to receive notice of and vote
at the Meeting. Voting cut off for the Meeting is on Tuesday, May 5, 2026 at 10:00 a.m.
Details of how shareholders or their duly appointed proxyholders can attend, access and participate in the
Meeting are set out in the Meeting Materials.
The Arrangement
Purpose of the Arrangement
The primary purpose of the Arrangement is to facilitate the distribution of 9,000,000 common shares of
Homeland (the “Homeland Shares”) to the shareholders of Noble in a tax-efficient manner. By utilizing
a court-approved plan of arrangement to cause the exchange of common shares of Noble for a combination
of Homeland Shares and new common shares of Noble (the “Plan of Arrangement ”), the Company
intends to return the value of those 9,000,000 Homeland Shares to its shareholders without that return being
necessarily treated as a dividend for Canadian tax purposes. This structure is designed to maximize the
after-tax value received by Noble’s shareholders from the distribution of Homeland Shares, while ensuring
they maintain their ongoing equity interest in the Company.
Receipt of Interim Court Order and TSXV Conditional Approval
On March 24, 2026, the Ontario Superior Court of Justice (Commercial List) granted an interim court order
for the calling and holding of the Meeting and certain other matters related to the Meeting and the
Arrangement. A copy of the interim order is included in the Circular. The TSX Venture Exchange
(“TSXV”) also granted conditional approval for the Arrangement subject to compliance with customary
TSXV rules and requirements.
Votes Required and Other Approvals
The resolution regarding the Arrangement (the “Arrangement Resolution ”) must be passed by at least
two-thirds (at least 66.67%) of votes cast by Noble shareholders at the Meeting, in person or by proxy. In
addition, the Arrangement Resolution must also be approved by a majority of common shares voted at the
Meeting other than the common shares held by s hareholders of the Company who could be considered to
have an interest in the Arrangement (the “Disinterested Shareholder Vote ”). The shareholders of the
Company who could be considered to have a n interest are those who serve on the Board of Directors of
Homeland, or as officers of Homeland, as well as Homeland (as it is a shareholder of Noble). The fact that
the vote of certain shareholders will be excluded from the Disinterested Shareholder Vote should not be
taken as a confirmation that those shareholders have an interest in the Arrangement that is different from,
or in conflict with, the interests of other shareholders of Noble. All shareholders of the Company will be
treated equally in the Arrangement.
The Arrangement requires final approval of the Ontario Superior Court of Justice (Commercial List). If the
Arrangement Resolution is approved at the Meeting, the Company expects to make an application for a
final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement. It is
anticipated that the hearing for the final court order will be held on May 15, 2026 at 10:00 a.m. (Toronto
time), or on a date (and at a time) close to that date and time. Completion of the Arrangement is subject to
the fulfilment of all requirements imposed by the TSXV, as well as those in the court’s final Order.
Dissent Rights
Registered shareholders of Noble have the right to dissent in respect of the Arrangement Resolution and to
be paid the fair value of th e Noble common shares held by them prior to the Arrangement taking effect .
Dissent rights must be exercised in accordance with section 185 of the Business Corporations Act (Ontario)
(the “Act”), as modified by the Interim Order and the Plan of Arrangement.
Holders of Warrants and Options
The Meeting Materials have been concurrently sent to all holders of Noble options and warrants. However,
holders of Noble options and warrants are not entitled to vote at the Meeting, and will not be entitled to
receive Homeland Shares unless they duly exercise their options and warrants at least two business days
prior to the date when the Arrangement is completed. Holders of Noble warrants and options are
encouraged to review the Circular in detail, as it contains important information regarding the treatment of
those securities under the proposed Plan of Arrangement.
Reduction of Stated Capital
Noble holds a significant number of securities of publicly-traded companies and the same will be true if the
Arrangement is completed. In order to distribute any of those securities to the Company’s shareholders at
a later date as a distribution in kind and in order to comply with the provisions of the Act , it is likely that
the stated capital of the common shares of the Company (after giving effect to the Arrangement) will have
to be reduced. Alternatively, the Company would have to undertake another plan of arrangement, which
would delay the implementation of such a distribution in kind and could increase uncertainty.
The proposed Reduction of Stated Capital would authorize Noble’s Board of Directors to reduce the stated
capital of the new Noble Shares, on one or more occasions, by up to $20,000,000 in total. The resolution
regarding the Reduction of Stated Capital must be passed by at least two-thirds (at least 66.67%) of votes
cast by Noble shareholders at the Meeting, in person or by proxy.
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 property in the area of Wawa, Ontario.
Noble holds mineral and/or exploration rights in ~70,000ha in Northern Ontario and ~25,000 ha elsewhere
in Quebec upon which it plans to generate option/joint venture exploration programs. Among those are
included Noble ‘s mineral rights and/or exploration rights in 18,000 hectares in the Timmins -Cochrane
areas of Northern Ontario known as Project 81, ~2,215 hectares in Thomas Twp/Timmins, and 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’s holdings in Ontario also include : ~4,600 hectares in the Nagagami Carbonatite Complex ; and
~3,200 hectares in the Boulder Project ; both near Hearst, Ontario. In Quebec, it holds: ~3,700 hectares in
the Buckingham Graphite Property; ~10,152 hectares in the Havre St Pierre Nickel, Copper, PGM property;
~1,573 hectares in the Cere-Villebon Nickel, Copper, PGM propert y; ~569 hectare Uranium /Rare Earth
property (Chateau) ; ~461 hectare Uranium/Molybdenum property (Taser North) ; ~4,465 hectares REE
Mehmet Property; the ~3,300 hectare Gull Lake REE Property; and the ~1,232 hectare Opawica Scandium
and REE Property. In Newfoundland and Labrador, it holds the~ 647 hectare Chapiteau REE property.
https://www.noblemineralexploration.com
Noble’s common shares trade on the TSX Venture Exchange under the symbol “NOB”.
Cautionary Note and Statement Concerning Forward Looking Statements
This press release contains certain information that may constitute "forward -looking information" under
applicable Canadian securities legislation. Forward-looking information is necessarily based upon several
assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and
other factors which may cause the actual results and future events to differ materially from those expressed
or implied by such forward-looking information. Factors that could affect the outcome include, among
others: future prices and the supply of metals, the future demand for metals, the results of drilling, inability
to raise the money necessary to incur the expenditures required to retain and advance the property,
environmental liabilities (known and unknown), general business, economic, competitive, political and
social uncertainties, results of exploration programs, risks of the mining industry, delays in obtaining
governmental approvals, failure to obtain regulatory or shareholder approvals. There can be no assurance
that such information will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such information. Accordingly, readers should not place undue reliance on
forward-looking information. All forward-looking information contained in this press release is given as
of the date hereof and is based upon the opinions and estimates of management and information available
to management as at the date hereof. Noble disclaims any intention or obligation to update or revise any
forward-looking information, whether because of new information. Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in 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.
Contacts:
H. Vance White, President
Phone: 416-214-2250
Fax: 416-367-1954
Email: [email protected]