TORONTO, ONTARIO / ACCESSWIRE / March 27, 2014 /
Noble Mineral Exploration Inc. (the
"Company", "Noble" or
"NOB") (TSX-V:NOB, FRANKFURT:NB7, OTC.PK:NLPXF)
today provided an update regarding recent developments. At its
annual and special meeting of shareholders on March 26, 2014 (the
"Meeting"), J. Birks Bovaird, Yvan Champagne,
Gordon McKinnon, Paul Millar, Michael Newbury, and H. Vance White
were re-elected to the Company's Board of Directors (the
"Board"). Edward Godin, who did not stand for
re-election this year, will remain a consultant to the Company.
At the Meeting, the Company's shareholders also:
1. Re-appointed McCarney Greenwood LLP as the Company's auditor
for the 2014-15 financial year and authorized the Board to fix the
remuneration of the auditor;
2. Re-approved the Company's Amended and Restated Stock Option
Plan;
3. Approved a shares for debt settlement in respect of fees for
services rendered to the Company by its President, Chief Financial
Officer and Vice President of Exploration and Project Development
for the period from September 1, 2013 to January 31, 2014, a
transaction in respect of which the Company must apply for and
obtain approval of the TSX Venture Exchange prior to completion;
and
4. Approved a shares for debt settlement in respect of fees for
services rendered to the Company by its President, Chief Financial
Officer and Vice President of Exploration and Project Development
for the period from February 1, 2014 to August 31, 2014, a
transaction in respect of which the Company must apply for after
August 31, 2014 and then obtain approval of the TSX Venture
Exchange prior to completion.
With respect to the proposal by Noble to sell the surface rights
of Block A of Project 81 and certain related assets, a proposed
transaction that is described in the management information
circular prepared and mailed by the Company to its shareholders for
the Meeting, the Meeting was adjourned prior to a shareholder vote
being taken.
Regarding this proposed sale of the surface rights of Block A of
Project 81, a number of issues must be resolved in order for the
Company to complete the transaction. From Noble's perspective, the
most significant issue to be resolved arises from the fact that the
proceeds of the proposed sale are not sufficient for Noble to pay
off all of the debt that is in part secured by mortgages registered
over Block A of Project 81. The proceeds of the sale of the surface
of Block A of Project 81 are sufficient to pay off the principal
and interest owing to the holders of the first and second ranking
debt, namely Franco-Nevada Corporation and Bridging Credit Fund LP.
However, those proceeds are not sufficient to pay off the debt owed
to a third ranking group of secured creditors. Certain of those
secured creditors, namely those creditors who are or are affiliates
of management of the Company, have agreed that the mortgages
secured in their favour of the surface rights of Block A of Project
81 can be discharged without any payment being made towards their
loans. Management and the Board of Directors of Noble continue to
negotiate with the other third ranking creditors regarding the
terms under which those creditors would agree that the mortgages
registered in their favour over the surface rights of Block A of
Project 81 would be discharged so as to permit the Company to
conclude its proposed sale of those rights.
The Meeting was therefore adjourned to provide Noble sufficient
time to conclude its negotiations with those third ranking secured
creditors who have not yet agreed to a discharge, and then ensure
that all material information regarding the conditions for such
discharge, as they relate to the proposed sale of the surface
rights of Block A of Project 81, are disclosed to shareholders in a
timely and appropriate fashion before the shareholder vote is
closed.
At the shareholders Meeting, the Company's shareholders
therefore approved the adjournment of the Meeting to April 4, 2014,
(the "Adjourned Meeting"). The Adjourned Meeting
will then be reconvened at 10:00 a.m. on April 4, 2014 at Suite
720, 40 University Ave, Toronto, Ontario. Accordingly, the deadline
for shareholders to vote on the proposed sale of the surface rights
of Block A of Project 81 has been extended to 10:00 a.m. on
Wednesday, April 2, 2014. Voting conditions remain those described
in the management information circular dated February 24, 2014 for
the Meeting (which has been mailed to shareholders and posted at
www.sedar.com).
Prior to the adjournment of the Meeting, shareholders and others
present asked a number of questions of management relating to the
Company's efforts regarding the sale of the surface rights of Block
A of Project 81, the progress of that sale, Noble's efforts to
reduce operating and general and administrative expenses and its
plans for the exploration of the mineral rights in Project 81 going
forward. In order to ensure that all shareholders of the Company
are provided the same information as those who were at the Meeting,
management of the Company advises shareholders that:
- The issues that remain to be resolved by Noble for it to
conclude the sale of the surface rights of Block A of Project 81
relate to unresolved negotiations with certain secured
creditors;
- In addition to having to resolve business issues with those
secured creditors and in order to complete the sale of the surface
rights of Block A of Project 81, Noble and the purchaser are
working to resolve procedural issues relating to the transfer of
title to the property, as a result of which the transaction cannot
close on March 31, 2014, as originally hoped, and will have to
close at a later date;
- To date, no other offer has been presented to the Company for
the purchase of the surface rights of Block A of Project 81;
- In order to conclude the proposed sale of the surface rights
of Block A of Project 81, the Company will have to pay $1,000,000
to the party holding a right of first refusal over timber harvested
from both Blocks A and B of Project 81 in order to have that right
of first refusal terminate;
- A 5% finder's fee is payable in cash to IBK Capital Corp. in
connection with the proposed sale of the surface rights of Block A
of Project 81;
- The total principal amount of secured debt owing by Noble is
approximately $7,000,453;
- Should the proposed sale of the surface rights of Block A of
Project 81 not proceed, the Company's bridge loan from Bridging
Credit Fund LP would be repayable within 30-60 days;
- Currently, the total value of the Company's cash, marketable
securities, and receivables for timber harvested from its property
is approximately $389,000 not including any potential tax
receivables currently being incurred;
- Recognizing that it is currently difficult for mineral
exploration companies to raise financing for their exploration or
operational expenses, Noble is implementing significant
cost-cutting measures that should reduce its cash expenses for
salaries, office rent, and general and administrative matters by
approximately 50-60%;
- The Company has begun contacting other companies and parties
who, it is hoped, might be interested in entering into joint
venture or option agreements to advance the exploration of the
minerals at Block A of Project 81; and
- In order to improve the likelihood that other parties will be
interested in joint venture or option arrangements that will
advance the exploration of Block A of Project 81, Noble may have to
conduct additional mineral exploration and analysis of that
property.
Following the adjournment, the Company has contacted the
proposed purchaser for the surface rights of Block A of Project 81
requesting an extension of the closing date for that transaction.
An extension is anticipated but has not yet been agreed to, and
Noble will advise shareholders of any new information in that
regard as soon as it is available.
At a Board meeting held after the Meeting, the Board re-elected
the following as the officers of the Company: H. Vance White
(President & CEO), Gaetan Chabot (Chief Financial Officer),
Randy Singh (Vice President of Exploration and Project
Development), and Denis Frawley (Secretary). The Board also
appointed J. Birks Bovaird, Gord McKinnon and Michael Newbury as
the Company's Audit Committee, and J. Birks Bovaird, and Michael
Newbury as the Company's Nominating, Compensation and Governance
Committee.
Subsequent to the Board meeting Mr. Paul Millar submitted his
resignation as a director. The Company wishes Mr. Millar all the
best in his future endeavours and thanks him for his input to the
Company.
About Noble Mineral Exploration Inc.:
Noble Mineral Exploration Inc. is a Canadian based junior
exploration company holding in excess of 72,000 hectares of
property in the Timmins, Iroquois Falls and Smooth Rock Falls areas
of Northern Ontario. The Company also holds a portfolio of
diversified exploration projects at various stages of exploration
Gold in the Wawa area of Northern Ontario, and Uranium in Northern
Saskatchewan.
More detailed information is available on the website at
www.noblemineralexploration.com
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 regulatory 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 to 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, future events
or otherwise.
Contacts:
H. Vance White, President
Phone: 416-214-2250
Fax: 416-367-1954
Email: info@noblemineralexploration.com
Investor Relations
Phone: 416-214-2250
Email: ir@noblemineralexploration.com
SOURCE: Noble Mineral Exploration Inc.
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