Toronto, Ontario - February 12, 2014, Noble
Mineral Exploration Inc. (the
"Company", "Noble"
or "NOB")
(TSX-V:NOB, FRANKFURT:NB7, OTC.PK:NLPXF) is pleased
to announce it is proceeding with the proposed sale of the surface
rights and timber rights of Block A of Project 81
("Block A of Project
81") to Resource Land Holdings, LLC of
Denver, Colorado, USA (the "Purchaser"). The
purchase price is $6.8 million. Noble will retain the mineral
rights to Block A of Project 81 and a 50% net royalty on carbon
credit revenue from Block A of Project 81.
The Purchaser has
completed its due diligence review and, as such, the agreement of
purchase and sale for the transaction (the "Purchase Agreement") is
now binding on Noble and the Purchaser. The sale is subject to the
approval of the TSX Venture Exchange. In addition, Noble intends to
seek shareholder approval for the transaction at an annual and
special meeting of shareholders called for March 26, 2014. Assuming
all necessary approvals are obtained, the transaction will close by
March 31, 2014. IBK Capital Corp. is acting as financial advisor to
Noble on this transaction.
"We are extremely pleased with this
transaction and how well all parties have worked together." stated
Mr. Vance White, President of Noble, "We acquired Project 81 two
and a half years ago in a liquidation sale for $6.5 million. The
purpose of the acquisition was for the project's mineral wealth
potential - rights we have retained and seek to exploit. We thank
everyone involved and look forward to a successful completion of
this transaction."
Block A of Project 81 is
approximately 145,000 acres or 58,000 hectares in size, is located
in the Timmins area of Northern Ontario and makes up the
substantial portion of Project 81. Noble retains its Block B real
estate of Project 81, which is approximately 6,500 acres or 2,630
hectares in size.
The principal terms of the Purchase
Agreement include the following components.
-The Purchaser has
paid a deposit of $361,250 (the "Deposit") that is
non-refundable except if the transaction does not close for any
reason other than the default of the Purchaser;
-Noble will receive a
cash payment of $6.8 million (including the Deposit) for the
surface of and timber on the property, including any sand, gravel
(including hard rock aggregate), peat, gas or oil located on or
under Block A of Project 81. This purchase price (net of the
Deposit) will be fully paid on closing.
-Noble will retain
all the mineral rights underlying Block A of Project 81, subject to
a 5% net profits interest retained by the Purchaser. Noble will
have the right to buy back up to half of the Purchaser's net
profits interest at a cost of $800,000 per 1% interest.
-Noble will retain a
50% net royalty on the revenue generated from any carbon credit
business relating to the property being sold.
-Under the Purchase
Agreement, if Noble terminates the transaction for any reason, it
will be required to pay the Purchaser a termination fee of not less
than twice the Purchaser's documented out-of-pocket expenses in
connection with the transaction, up to a maximum of $200,000 (the
"Termination
Fee").
-Under the Purchase
Agreement, if Noble receives an alternative proposal for Block A of
Project 81 that it is prepared to accept, the Purchaser has a right
to match that proposal.
-If the Purchase
Agreement is terminated as a result of Noble determining to proceed
with an alternative proposal that the Purchaser has elected not to
match, the Purchaser is entitled to a break fee of 5% of the value
of the consideration paid under that alternative proposal, in
addition to the Termination Fee.
The
foregoing is a brief summary of the principal terms of the
transaction, and investors and shareholders are urged to review the
Purchase Agreement for its full details. A copy of the Purchase
Agreement will be filed at www.sedar.com within the
coming days.
Noble Going
Forward
Going forward, management of Noble
intends to do the following.
-discharge Noble's
outstanding liabilities to Franco-Nevada Corporation of $3.5
million (plus accrued interest);
-discharge Noble's
outstanding liabilities to Bridging Capital Fund LLP of $1 million
(plus accrued interest);
-Noble will focus on
the sale on its Block B real estate, which encompasses
approximately 6,500 acres of land, 1,500 of which are located on
the Mattagami River having 4 kilometres of river frontage in the
Municipality of Smooth Rock Falls with road access off of the Trans
Canada Highway. It also owns a number of isolated blocks located in
the Municipality of Iroquois Falls with river frontage on the
Abitibi River. Both parcels are located in Northern Ontario. The
Block B lands have been assessed to have a value in excess of
$1.5million.
-Noble will engage
the services of outside labs to carry out additional metallurgical
testing on large samples from the earlier discovered low-grade
Nickel Deposit in Kingsmill Township (under Block A of Project
81).
-The Company
will seek
additional joint venture partners to farm into its more than 1,800
geophysical targets identified by the airborne survey flown in
December of 2011 and reported on in January 2012.
-The Company will
follow up with interested parties wishing to farm into the
Holdsworth gold project in the Wawa area of Northern Ontario. On
this property, two parallel zones of gold bearing oxide sands have
been identified with an average grade of 3.45g/t (0.11oz/t) Au plus
45.3g/t (1.46oz/t) Ag. The zones have an interpreted strike length
of approximately 2,200 meters each, approximate average widths of
4-8 meters and depths of approximately 8-10 meters. Metallurgical
results have indicated recoveries of 62% to 98.7% in a 48 hour
cyanide leach test. This project has the potential to return an
early cash flow to Noble.
Randy Singh P.Geo
(ON), P.Eng (ON) VP- Exploration & Project Development a
"qualified person" as such term defined by National Instrument
43-101 has verified the exploration data disclosed in this news
release, and has otherwise reviewed and approved the technical
information in this news release on behalf of 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:
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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