NLPXF - Noble adopts Shareholder Rights Plan and Equity Incentive Plan
(TheNewswire)
Toronto, Ontario – February 8,2022 – TheNewswire- ( TSXV:NOB ) ( FWB:NB7 ) ( OTCQB:NLPXF ) Noble Mineral Exploration Inc. ( “Noble” or the“Company” ) ( FRANKFURT:NB7 ) announces that its Board of Directors has approved the adoption of ashareholder rights plan (the “ Shareholder Rights Plan ”) and an equityincentive plan (the “ 2022 EIP ”). The TSX Venture Exchange (the “ TSXV ”) hasconditionally approved the Shareholder Rights Plan and the 2022 EIP(collectively, the “ Plans ”), subject to Noble obtainingshareholder approval of each Plan and satisfying certain otherconditions. Noble is submitting the Plans for approval of itsshareholders at the annual general and special meeting (the“ AGM ”) to be held (in virtual format only) on March 14, 2022.
Shareholder Rights Plan
The Shareholder Rights Plan was adopted to help ensurethe fair treatment of all the Company’s shareholders in the eventthat any takeover bid for the outstanding common shares of the Companyis commenced, by providing the Board of Directors and shareholderswith sufficient time to fully consider any such bid. When faced witha takeover bid, the Shareholder Rights Plan also provides the Board ofDirectors with time to pursue, if appropriate, other alternatives tomaximize shareholder value. Under theShareholder Rights Plan, rights (the “ Rights ”) have beenissued to holders of Noble common shares at a rate of one Right foreach common share. The effect of those Rights is to ensure that iftakeover bid is underway for Noble or another party has acquiredcontrol (or 20% or more) of Noble’s shares, the Board of Directorsand/or shareholders of Noble will be provided time to consider the bidand evaluate alternatives. The ShareholderRights Plan is very similar to rights plans adopted by other Canadianissuers, and it was not adopted in response to any specific proposalor intention to acquire control of the Company.
The Shareholder Rights Plan is effective immediatelyfor an initial term of three years but is subject to ratification byshareholders of the Company at the AGM. TheShareholder Rights Plan is contained in an agreement entered into withTSX Trust Company, the Company’s transfer agent, and it will beattached to the management information circular (the “ Circular ”) preparedfor the AGM. If the Shareholder Rights Plan is not approved byshareholders at the AGM and is not otherwise approved by shareholdersof Noble by August 3, 2022, the Shareholder Rights Plan and all Rightsissued thereunder will then terminate.
2022 Equity Incentive Plan
The 2022 EIP was adopted by Noble’s Board to replacethe current Amended and Restated Stock Option Plan ( that was most recently approved at the shareholder meetingheld on March 5, 2021 ) and Supplemental EquityIncentive Plan. In light of recent amendments to TSXV Policiesallowing for a greater variety of security basedcompensation plans , the Company’s Boarddetermined that it would be beneficial for Noble to adopt the 2022 EIP as a rolling 5% plan. That plan wouldpermit only the following kinds of grants ofsecurity based incentive compensation (the “ Approved Grants ”): stock options, deferred share units, performance share units,restricted share units and stock appreciation rights. The purpose ofthe rolling 5% 2022 EIP is to allow the Company to continue to havethe means for instituting a share ownership incentive for directors,officers, employees and consultants of the Company, thereby advancingthe Company’s interests by affording such persons an opportunity toacquire an equity interest in Noble. Because the 2022 EIP is arolling 5% plan under TSXV Policy 4.4, in the future the Company’sshareholders must approve the 2022 EIP annually, and if more than 15months pass after the most recent approval/reapproval of the 2022 EIPby shareholders, no further grants under the 2022 EIP could be madeuntil shareholder reapproval of that plan has been obtained. A copyof the EIP will be included in the Circular for the AGM.
Currently, for Noble there are options outstandingunder the pre-existing Amended and Restated Stock Option, andrestricted share units outstanding under the pre-existing SupplementalEquity Incentive Plan. Those options and RSUs would be governed bythe 2022 EIP if it is approved by Noble’s shareholders.
Futher Information
Further details regarding the Shareholder Rights Planand the 2022 EIP will be included in the Circular for the AGM, whichis being mailed to shareholders and will be filed under Noble’sprofile on SEDAR on or about February 10, 2022.
Assuming that Noble’s shareholders will approve thePlans at the AGM, the adoption of each of the Plans will remainsubject to final acceptance by TSXV.
About Noble Mineral ExplorationInc.:
Noble Mineral Exploration Inc. is a Canadian-basedjunior exploration company which, in addition to its shareholdings inCanada Nickel Company Inc., Spruce Ridge Resources Ltd. and MacDonaldMines Exploration Ltd., and its interest in the Holdsworth goldexploration property in the area of Wawa, Ontario, will continue tohold approximately 40,000 hectares of mineral rights in theTimmins-Cochrane areas of Northern Ontario known as Project 81, aswell as an additional ~11,000 hectares in the Timmins area and 44,000hectares of mining claims in Central Newfoundland. Project 81 hostsdiversified drill-ready gold, nickel-cobalt and base metal explorationtargets at various stages of exploration. It will also hold itsrecently acquired Nagagami Carbonatite Complex near Hearst, Ontario,as well as the Buckingham Graphite Property, the Laverlochere Nickel,Copper, PGNM property and the Cere-Villebon Nickel, Copper, PGMproperty, all of which are in the province of Quebec. More detailedinformation is available on the website at www.noblemineralexploration.com .
Noble’s common shares trade on the TSX VentureExchange under the symbol “NOB”.
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release. No stock exchange,securities commission or other regulatory authority has approved ordisapproved the information contained herein.
The foregoing information may contain forward-lookingstatements relating to the future performance of Noble MineralExploration Inc. Forward-looking statements, specifically thoseconcerning future performance, are subject to certain risks and uncertainties, andactual results may differ materially from the Company’s plans andexpectations. These plans, expectations, risks and uncertainties aredetailed herein and from time to time in thefilings made by the Company with the TSX Venture Exchange andsecurities regulators. Noble Mineral Exploration Inc. does notassume any obligation to update or revise its forward-lookingstatements, whether as a result of new information, future events orotherwise.
Contacts:
H. Vance White, President
Phone: 416-214-2250
Fax: 416-367-1954
Email: info@noblemineralexploration.com
Investor Relations
Email: ir@noblemineralexploration.com
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