Noble Provides Additional Details regarding Letter of Intent with Canna-Saver, LLC
10 June 2014 - 8:11AM
Access Wire
Toronto, Ontario / ACCESSWIRE / June 9, 2014 /
Noble Mineral Exploration Inc. (the
"Company", "Noble" or "NOB") (TSX-V:NOB,
FRANKFURT:NB7, OTC.PK:NLPXF) is pleased to provide terms of the
non-binding letter of intent (the "Letter of Intent") it signed with
Canna-Saver, LLC ("Canna-Saver"). The Letter of
Intent provides that Noble's wholly owned subsidiary
("Noble Subsidiary") would acquire a 50%
interest in Canna-Saver under terms that are summarized below, with
a right to acquire the remaining 50% interest upon completion of
certain conditions. The material terms of the transaction
contemplated in the letter of intent are as follows.
-As outlined in the Letter of
Intent, while there is no guarantee it is Noble's intention
that Noble Subsidiary would become a
separate public company with a listing on a
Canadian and a US stock exchange or
marketplace.
-Noble would distribute to its
existing shareholders a unit of Noble
Subsidiary that would be comprised of one share
and 1/4 of a warrant, with each full warrant being exercisable at
$0.20 into a share of Noble Subsidiary.
These units would be distributed pro rata to the shareholders of
Noble at a ratio that, based on Noble's current capitalization, is
expected to give rise to approximately 1 unit of Noble
Subsidiary distributed for every 6 shares of
Noble currently outstanding. The shares of Noble Subsidiary
distributed in the manner would represent approximately 36% of the
outstanding shares of Noble Subsidiary after the completion of the
financing described below and Noble's acquisition of 50% of
Canna-Saver.
-Noble Subsidiary will acquire
from the principals or members of Canna-Saver a 50% interest in
Canna-Saver by issuing a number of shares of Noble Subsidiary
corresponding to approximately 57% of the outstanding shares of
Noble Subsidiary after completion of the unit distribution to
Noble's shareholders described above and completion of the
financing described below.
-Subject to compliance with
TSX.Venture Exchange policies and any required approval of the TSX
Venture Exchange, Noble and/or its principals or other investors
would subscribe for at least $750,000 in Noble
Subsidiary through the purchase of at least 5,000,000 units at a
price of $0.15 per unit, with each unit comprised of 1 share of
Noble Subsidiary and 1/4 warrant of Noble Subsidiary and each full
warrant being exercisable at $0.20. This financing
would provide working capital to Noble Subsidiary for the
development and expansion of Canna-Saver's business. Assuming
5,000,000 shares of Noble Subsidiary were distributed in this
financing, these shares would represent approximately 7% o the
outstanding shares of Noble Subsidiary after the completion of the
unit distribution to Noble's shareholders and the acquisition of a
50% interest in Canna-Saver, both as described above.
-If all of the Noble
Subsidiary warrants issued as part of the units of Noble Subsidiary
issued and distributed to Noble's shareholders and in the minimum
$750,000 financing are exercised, Noble Subsidiary would then have
the right to acquire any portion or all of the 50% of Canna-Saver
not initially acquired. The Letter of Intent provides that the
remaining 50% of Canna-Saver can be acquired through the issuance
of additional shares of Noble Subsidiary. Assuming Noble Subsidiary
acquired all of the remaining 50% ownership of Canna-Saver that it
did not initially acquire, the members or principals of Canna-Saver
would receive a number of shares of Noble Subsidiary corresponding
to approximately 16.5% of the outstanding shares of Noble
Subsidiary at that time. As a result, upon all outstanding warrants
of Noble Subsidiary having been exercised and Noble's purchasing
the remaining 50% of Canna-Saver, the outstanding shares of
Noble Subsidiary would be held as follows:
approximately 27% by the shareholders of Noble, approximately 5% by
the investors in the $750,000 financing completed by Noble
Subsidiary and approximately 68% by the members or principals of
Canna-Saver.
Having now executed the Letter
of Intent with Canna-Saver, Noble will now work to complete its due
diligence of Canna-Saver, to negotiate and enter into definitive
agreements for the transactions outlined in the Letter of Intent,
to otherwise to embark upon the steps outlined in the Letter of
Intent and to obtain all required regulatory and stock exchange
approvals. For the time being, the Letter of Intent remains
non-binding and may or may not result in definitive agreements or
regulatory approval being reached.
Canna-Saver is a start-up,
with operations of its website, www.canna-saver.com, having
commenced in April 2013. To date, it has not earned substantial
revenues. Through its website and other means, Canna-Saver offers
coupons and deals catered to the marijuana demographic that has
emerged as a result of marijuana decriminalization and legalization
in certain parts of the US and elsewhere. Canna-Saver is based in
Denver, Colorado, and recently won a Cannabis Industry business
award for invention of the year. It has been hailed as the "Groupon
of Marijuana" on CNN's Outfront, highlighted on Fox News and in
High Times Magazine. Canna-Saver now intends to expand into the
California and Washington State markets and will be actively
seeking additional acquisitions in this space.
Canna-Saver also entered into
an agreement with Tommy Chong, a well known comedian, movie star,
and long time advocate for marijuana use. The agreement calls for
Tommy Chong to act as the key spokesperson for the Canna-Saver.com
web platform and to perform other duties to increase brand
awareness for Canna-Saver.
Regarding Noble's current
operations, Noble advises that it will continue to focus its
attention on the vast mineral potential of its Project 81 - Block A
land holdings in the Timmins-Cochrane district, and its Holdsworth
Gold Oxide Sand project in the Wawa district. Both projects are
located in Northern Ontario, and Noble will continue to work to
advance the exploration of this property though initiatives that
Noble hopes will include joint venture arrangements with senior
exploration and mining partners.
About Noble Mineral Exploration Inc.
Noble Mineral Exploration Inc.
is a Canadian based junior exploration company holding in excess of
72,000 hectares of mineral rights in the Timmins Cochrane 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:
Noble Mineral
Exploration Inc.
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
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