Noble Mineral completes transfer of Crawford property

Dec 4, 2019

2019-12-03 12:31 ET – News Release

Mr. Vance White reports

NOBLE ANNOUNCES COMPLETION OF CRAWFORD NICKEL PROJECT PROPERTY TRANSFER AND INCREASE IN CANADA NICKEL PRIVATE PLACEMENT TO $6.5 MILLION

Noble Mineral Exploration Inc. has completed the transfer of the Crawford nickel sulphide property to Canada Nickel Company Inc. The transfer was completed pursuant to an implementation agreement dated as of November 14, 2019 (the ” Implementation Agreement “) that was previously announced by Noble in its news release of November 28, 2019. In consideration of that transfer, Noble is being issued 12 million shares of Canada Nickel and $2 million in cash.

“I am very pleased to have completed these important steps in the planned consolidation of the Crawford property into Canada Nickel, and in the reduction of the royalty applicable to large portions of our Project 81 and advance to the next stage where we seek shareholder and subsequent court approval of the distribution of 10,000,000 Canada Nickel shares to the Noble shareholders”, said H. Vance White, President and chief executive officer of Noble.

Noble has received conditional approval from the TSX Venture Exchange for the transfer of the Crawford property to Canada Nickel, as well as for purchase of the 5% royalty and replacement of that royalty with a 2% royalty.

Concurrently with the completion of the transfer, Noble has made a payment of $950,000 to the holder of the 5% net smelter return royalty that currently applies to the patented properties that are located within Noble’s Project 81. As announced by Noble on October 24, 2019, the Company has entered into an agreement to repurchase that royalty for a payment of $2 million in three instalments. Today’s payment of $950,000 is the second of those payments, and a final payment of $1 million remains to be paid by Noble. As announced by the Company on November 28, 2019, Noble has entered into agreements that would result in the 5% royalty, once purchased by Noble, being terminated and replaced by a 2% royalty payable.

Canada Nickel Update – Financing Increased to $6.5 million and Board appointed

Noble has also been advised by Canada Nickel that it has raised $2.9 million under the non-brokered private placement (the ” Private Placement “) described in Noble’s news release dated October 1, 2019. Due to investor demand, the fully subscribed financing has been increased to $6.5 million. Upon completion of the Private Placement and the other transactions described in the Implementation Agreement, Canada Nickel will have 55 million shares outstanding and $4.5 million available to fund ongoing mineral exploration of the Crawford project and related working capital. The following table updates the expected holdings of those 55 million shares of Canada Nickel after the Crawford project consolidation under the Implementation Agreement:

                            Canada Nickel common shares          Percentage

Noble                                       Two million                  4%        
Noble Shareholders                           10 million                 18%       
Spruce Ridge                               Five million                  9%        
Spruce Ridge Shareholders                  Five million                  9%        
Investors                                    10 million                 18%       
Private Placement Group                      23 million                 42%       
Total                                        55 million                100%

Canada Nickel has also advised that David Smith, John Leddy, Mike Cox, and Russell Starr have been appointed to that company’s Board of Directors, joining Mr. Mark Selby as Chairman.

David Smith , Director, is Senior Vice-President, Finance and Chief Financial Officer of Agnico Eagle Mines Limited, a position he has held since October 24, 2012. Prior to that, he was Senior Vice-President, Strategic Planning and Investor Relations, a position he held since January 1, 2011, prior to that he was Senior Vice-President, Investor Relations and prior to that he was Vice-President, Investor Relations. He started work in investor relations at Agnico Eagle in February 2005. Prior to that, Mr. Smith was a mining analyst for more than five years and held a variety of mining engineering positions, both in Canada and abroad. Mr. Smith is a Chartered Director and an alternate Director of the World Gold Council. Mr. Smith is a director of eCobalt Solutions Inc. (a mining exploration company) traded on the Toronto Stock Exchange. He is a graduate of Queen’s University (B.Sc.) and the University of Arizona (M.Sc.). Mr. Smith is a Professional Engineer.

John Leddy , Director, is Senior Advisor, Legal and Strategic Matters at Royal Nickel Corporation. Mr. Leddy has over 20 years’ experience as a business lawyer and in private equity, specializing in M&A, capital raising & structuring and other strategic transactions. He is a former Partner in the Business Law Group (M&A) at Osler, a leading Canadian corporate law firm. Mr. Leddy is a member of the Law Society of Upper Canada, a director of Salt Lake Mining Pty. Ltd and Orford Mining Corporation, and a member of the Audit Committee of Magneto Investments Limited Partnership.

Mike Cox , Director , has over thirty years of experience in Base Metal operations with Inco Ltd and Vale SA. He has held a number of senior leadership positions in Europe, Canada and Asia. Most recently, Mr. Cox was Head of UK and Asian Refineries at Vale with responsibility for a portfolio of precious metal and nickel refineries. He is now a Managing Partner at CoDa Associates, a consultancy that provides a range of advisory services to the corporate and public sectors in Europe and Asia. Mr. Cox holds a BSc (Hons) in Chemistry and an MBA, both from the University Of Glamorgan.

Russell Starr , Director, is an entrepreneur and financial professional focused on private and public mining/exploration and corporate advisory with over 19 years of corporate finance, investment and business development experience. Mr. Starr held senior positions and advisory roles with financial institutions including RBC Capital Markets, Scotia Capital, Orion Securities, and Blackmont. After leaving Bay Street, Russell held an executive position and board appointment with Cayden Resources, acquired by Agnico Eagle Mines Limited in 2014. As a SVP with Cayden Resources and board member, Mr. Starr was integral in the marketing, financing, development and ultimate sale of Cayden for CAD$205 million to Agnico Eagle Mines. Mr. Starr holds a MBA from the Richard Ivey School of Business, a Master of Arts degree in Economics from the University of Victoria and a Bachelor of Arts degree in Economics from Queens University. Mr. Starr was also a PhD candidate at McGill University in Econometrics.

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 the 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.

We seek Safe Harbor.

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