TORONTO, April 8, 2026 - TheNewswire – 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, 24th Floor,120 Adelaide Street West, Toronto, Ontario on Thursday, May 7, 2026 at 10:00 a.m. (Toronto time). Meeting Materials, 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 shareholders 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 an 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 the 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 property; ~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:        info@noblemineralexploration.com