Noble Signs Implementation Agreement for Consolidation and Spin-out of Crawford Nickel Project to Canada Nickel Company Inc. and Agreements to Complete Royalty Reduction
2500 – 120 Adelaide St. West, Toronto, OntarioM5H 1T1
Phone: 416-214-2250
Fax: 416-367-1954
TSX.V: NOB FWB: NB7 OTC.PK: NLPXF
Noble Signs Implementation Agreement for Consolidation and Spin-out of Crawford Nickel
Project to Canada Nickel Company Inc. and Agreements to Complete Royalty Reduction
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
November 28, 2019 – Noble Mineral Exploration Inc. (TSX -V NOB) (“ Noble” or the
“Company”) today announced that further to the letter of intent signed by the Company as
announced on October 1, 2019, the Company has entered into the definitive agreement for
that transaction on the same basis.
“This transaction will unlock significant value for Noble as we participate in advancement of
the Crawford Nickel-Sulphide project in a dedicated nickel company led by Mark Selby, 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
look forward to future transactions utilizing our project generator model on the many nickel,
copper-zinc VMS, and gold targets on our strategic Project 81 land package.”
Transaction Summary
The planned consolidation of the Crawford Nickel-Sulphide Project (“the Project”) will be put
into effect under the terms of an implementation agreement dated as of November 14, 2019
(the “Implementation Agreement”) that has been entered by Canada Nickel Company Inc.
(“Canada Nickel”), Noble, Mark Selby (a principal of Canada Nickel), Spruce Ridge and certain
private investors (the “Investors”) based on the previous agreed terms in the binding letter
of intent announced October 1, 2019.
The net result for Noble of the proposed transactions under the Implementation Agreement
(the “Transactions”) is:
• Noble will receive $2 million cash and 12 million shares of Canada Nickel
(approximately 24% of the pro forma outstanding shares of Canada Nickel ) for the
transfer of the Project from Noble to Canada Nickel , and at a special shareholder
meeting currently scheduled for December 27, 2019, Noble will seek approval to
distribute 10 of those 12 million shares to its shareholders through a share exchange
by plan of arrangement (the “Arrangement”), with Noble retaining the other 2 million
shares of Canada Nickel.
2500 – 120 Adelaide St. West, Toronto, OntarioM5H 1T1
Phone: 416-214-2250
Fax: 416-367-1954
• Noble will issue to Sp ruce Ridge a $1 million promissory note , repayable following
completion of the Arrangement, and 10,000,000 common share units of Noble (each
unit comprised of one common share and 1/2 common share purchase warrant, with
each full warrant being exercisable at $0.15 per share for three years);
• Noble will receive 2 million common shares of Spruce Ridge (for a value of $90,000
applying a value of $0.045 per share);
• Noble will transfer the 907ha Crawford VMS assets to Spruce Ridge, subject to Noble
retaining a back-in right to a 25% interest and to the right of Spruce Ridge to substitute
other VMS properties in Crawford Township, Ontario of the same size; and
• Noble has received a commitment that will allow access to $1 million of funding from
a convertible debt financing, should Noble be required to draw on that commitment
in order to make the final payment of $1 million for Noble’s purchase of the 5% royalty
currently applicable to approximately 55,000ha of patented properties in Project 81
(out of the total of approximately 79,000ha).
Royalty Transaction
As described in the Implementation Agreement, the Transactions will facilitate the reduction
of the current royalty on Project 81 from 5% to 2%.
As previously announced, Noble has entered into a royalty assignment agreement for the
purchase of the current 5% royalty. (See Noble’s news release of October 24, 2019. ) Noble
has also entered into agreements with Franco -Nevada Corporation (“Franco-Nevada”), as
holder of certain rights, including a right of first refusal, in respect of the 5% royalty. Pursuant
to the se ag reements, the existing 5% royalty on approximately 55,000ha of patented
properties in Project 81 (including the patented properties within the Crawford Nickel-
Sulphide Project) will be acquired by Noble for payments of $2 million, in instalments, to the
holder of the 5% royalty . The 5% royalty will be terminated and replaced by a 2% royalty
payable to Franco -Nevada and Noble will issue shares to Franco-Nevada having an agreed
value of $500,000. The $2 million cash payment will be funded from the cash received by
Noble from Canada Nickel and from the anticipated $1 million convertible debt funding .
Closing of these transactions, including the issuance of shares, is expected to occur by mid -
December.
Canada Nickel Update
As of November 28th, Canada Nickel has raised $2.9 million under the $5 million non-brokered
fully subscribed private placement (the " Private Placement ”) described in Noble’s news
release of October 1, 2019 and expects to complete the balance on or before the completion
of the Transactions.
2500 – 120 Adelaide St. West, Toronto, OntarioM5H 1T1
Phone: 416-214-2250
Fax: 416-367-1954
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 Nickel-Sulphide Project will be completed early in January
2020.
Contacts:
H. Vance White, President
Phone: 416-214-2250 Fax: 416-367-1954 Email: [email protected]
Investor Relations 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 th e 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 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”.
Forward-Looking Information
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 press release c ontains certain information that may constitute "forward -looking
information" under applicable Canadian securities legislation. Forward looking information
includes, but is not limited to, timing for completion of the proposed transaction, the amount
and uses of proceeds, strategic plans, including future exploration and development results,
and corporate and technical objectives. Forward -looking information is necessarily based
upon a number of 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, including the risks inherent to the mining industry, ad verse economic and
market developments and the risks identified in Noble’s publicly available documents filed
under SEDAR. There can be no assurance that such information will prove to be accurate, as
actual results and future events could differ materiall y 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
2500 – 120 Adelaide St. West, Toronto, OntarioM5H 1T1
Phone: 416-214-2250
Fax: 416-367-1954
to update or revise any forward-looking information, whether as a result of new information,
future events or otherwise, except 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, i ncluding 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 United 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 i s
available.