Toronto, Ontario / ACCESSWIRE / April 3, 2014 / Noble Mineral Exploration Inc. (the “Company“, “Noble” or “NOB”) (TSX-V:NOB, FRANKFURT:NB7, OTC.PK:NLPXF) announces its intention to further adjourn the annual and special meeting of its shareholders which commenced on March 26, 2014 and was then adjourned to April 4, 2014. The original shareholder meeting on March 26, 2014 was adjourned to Friday, April 4, 2014 at 10:00 a.m. at Suite 720, 40 University Ave, Toronto, Ontario. At the April 4, 2014 meeting, management plans for a further adjournment to Thursday, April 17, 2014 at 10:00 a.m. at Suite 720, 40 University Ave, Toronto, Ontario.
At the adjourned meeting on April 4, 2014, it is the intention of management that no business will be conducted other than the adjournment of that meeting to Thursday, April 17, 2014. At the April 17, 2014 adjourned meeting, shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the sale of the surface rights (including the timber rights) to Block A of the Company’s Project 81 (the “Sale Transaction“).
On March 26, 2014, the meeting of Noble’s shareholders was adjourned prior to a shareholder vote being taken with respect to the Sale Transaction because a number of issues had to be resolved in order for the Company to complete that transaction. The most significant issue arises from the fact that the proceeds of the proposed sale are not sufficient for the Company to pay off all of the debt that is secured by mortgages registered over Block A of Project 81. A condition of the Sale Transaction is the discharge of those mortgages over the surface rights of that property.
The proceeds of the sale of the surface of the Property are sufficient to pay off the principal and interest owing to the holders of the first and second ranking secured 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 so that title to the surface and timber rights to Block A of Project 81 are no longer subject to those mortgages upon transfer.
Certain of those third ranking secured creditors, namely with H. Vance White, the Company’s President and CEO, his sisters and those creditors affiliated with Denis Frawley, the Company’s Secretary and legal counsel, agreed before March 26, 2014 that the mortgages registered over the surface and timber rights to the Block A of Project 81 as security for their loans can be discharged without any payment of principal being made towards their loans.
Prior to the shareholder meeting on March 26, 2014, management and the Board of Directors had not yet agreed with another group of third ranking secured creditors regarding the conditions under which those creditors would agree to the mortgage discharges required for Noble to close the Sale Transaction.
These third ranking secured creditors are William F. White, Gale R. White and Kreative Ventures Limited (“Kreative Ventures” and, together with William F. White and Gale R. White, the “WF White Lenders“). William F. White is the Chairman and a shareholder of IBK Capital Corp., a financial advisor to the Company generally and specifically with respect to the Sale Transaction. Management of the Company sought the adjournment of the meeting on March 26, 2014 to obtain additional time to reach an agreement with those creditors, and also disclose to shareholders the impact of that agreement on the Sale Transaction and on the information previously provided to shareholders with respect to the Sale Transaction.
There is no family relationship between William F. White and H. Vance White, the President and CEO of the Company.
Since the March 26, 2014 shareholder meeting, the Company has signed a debt repayment agreement with the WF White Lenders (the “Debt Repayment Agreement“) setting out the conditions under which they authorize the mortgage discharges required for the Company to then conclude the Sale Transaction. The Company has also signed an amendment to the Restated Agreement of Purchase and Sale (the “PSA Amendment“) for the Sale Transaction so as to extend the deadline for closing the Sale Transaction to April 30, 2014, and to reflect other changes to the terms and conditions of the Sale Transaction sought by the purchaser in exchange for that extension.
The Company is now preparing an addendum to the information circular it mailed to shareholders for the meeting on March 26, 2014 so as to update the description of the Sale Transaction in light of the Debt Repayment Agreement and the PSA Amendment. That addendum will be posted at www.sedar.com, as well as mailed to shareholders. In addition, Noble will prepare and issue a news release summarizing the Debt Repayment Agreement with the WF White Lenders and the PSA Amendment when the addendum to the information circular is mailed to shareholders.
At the March 26, 2014 shareholder meeting, the Company’s shareholders approved the adjournment of the meeting to April 4, 2014. That adjourned meeting will therefore be reconvened at 10:00 a.m. on April 4, 2014 at Suite 720, 40 University Ave, Toronto, Ontario, at which time management intends that a further adjournment to Thursday, April 17, 2014 at 10:00 a.m. will be agreed to by the shareholders. As a result, the shareholders will ultimately be asked to approve the proposed Sale Transaction at a meeting on April 17, 2014 at 10:00 a.m. at Suite 720, 40 University Ave, Toronto, Ontario. Voting conditions remain those described in the management information circular dated February 24, 2014 (which has been mailed to shareholders and posted at www.sedar.com), except that the deadline for voting at the April 17, 2014 adjourned shareholder meeting will be 10:00 a.m. on Wednesday, April 16, 2014. The Company will not distribute a new Form of Proxy or Voting Instruction Form for that meeting.
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
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.
H. Vance White, President