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
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:
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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