--- title: "Noble Receives Interim Order for Proposed Arrangement and Files Materials for Special Meeting" type: "News" locale: "en" url: "https://longbridge.com/en/news/282031195.md" description: "Noble Mineral Exploration Inc. has filed materials for a special shareholder meeting to approve a proposed arrangement and reduce stated capital. The meeting is scheduled for May 7, 2026, with a record date of March 27, 2026. Shareholders will vote on exchanging Noble shares for shares of Homeland Nickel Inc. and new Noble shares. The arrangement aims to distribute 9 million Homeland shares tax-efficiently. The Ontario Superior Court granted an interim order for the meeting, and the TSX Venture Exchange provided conditional approval. A two-thirds majority is required for the arrangement to pass." datetime: "2026-04-08T11:30:03.000Z" locales: - [zh-CN](https://longbridge.com/zh-CN/news/282031195.md) - [en](https://longbridge.com/en/news/282031195.md) - [zh-HK](https://longbridge.com/zh-HK/news/282031195.md) --- # Noble Receives Interim Order for Proposed Arrangement and Files Materials for Special Meeting (TheNewswire) TORONTO, April 8, 2026 - TheNewswire – Noble Mineral ExplorationInc. (“Noble” or the “Company”) (OTCQB: NLPXF) announces that it filed under its SEDAR+ profile the management information circular (the “Circular”) andrelated materials (together with the Circular, the “Meeting Materials”) for the special shareholder meeting (the “Meeting”) atwhich the shareholders of Noble will be asked to approve anarrangement (the “Arrangement”), and also authorize Noble’sBoard of Directors to reduce the stated capital of the Company (the“Reduction of StatedCapital”), all as further detailed in theMeeting Materials. Noble previously announced the calling of theMeeting and the proposed Arrangement in a news release issued onFebruary 12, 2026. Key Dates and Effect ofArrangement Event Date and Toronto Time Record date for Meeting Friday, March 27, 2026 at 5:00 p.m. Deadline for voting Tuesday, May 5, 2026 at 10:00 a.m. Dissent deadline for registered shareholders Tuesday, May 5, 2026 at 5:00 p.m. Meeting date Thursday, May 7, 2026 at 10:00 a.m. Hearing for final court order Scheduled for Friday, May 15, 2026 at 10:00 a.m. Effective date of Arrangement Monday, May 25, 2026 at 12:01 a.m. (to beconfirmed) Record date for distribution Wednesday, May 27, 2026 (to be confirmed) Assuming that the Arrangement will be completed asplanned, each holder of a Noble common share (“Noble Share”) as ofthe record date for the proposed share exchange under the Arrangementwill exchange that share for approximately 0.034 of a common share ofHomeland Nickel Inc. (“Homeland”) (with the actual distributionratio to be confirmed at a later date to reflect the number ofoutstanding common shares of Noble at the record date for theArrangement) and one new Noble share having the same rights andprivileges as the pre-exhange Noble Shares. Assuming the Arrangementis approved and implemented, the record date for the Arrangement (andshare exchange thereunder) will be announced after the Meeting, priorto the date when it will take effect. Board Recommendation The Board of Directors of the Company unanimouslydetermined that the Arrangement and the Reduction of Stated Capitalare in the best interests of the Company. Therefore, the Boardrecommends that Noble’s shareholders vote FOR the Arrangementand FORthe Reduction of Stated Capital at the Meeting. The Meeting The Meeting will be held at the United Room,24thFloor,120 Adelaide Street West, Toronto, Ontario on Thursday, May 7,2026 at 10:00 a.m. (Toronto time). Meeting Materials, including theCircular, are available under the Company’s SEDAR+ profile atwww.sedarplus.ca, on TSX Trust Company’s website at http://docs.tsxtrust.com/2165, and on Noble’s website at https://noblemineralexploration.com. Shareholders of record at the close of business on March27, 2026 are entitled to receive notice of and vote at the Meeting.Voting cut off for the Meeting is on Tuesday, May 5, 2026 at 10:00a.m. Details of how shareholders or their duly appointedproxyholders can attend, access and participate in the Meeting are setout in the Meeting Materials. The Arrangement Purpose of theArrangement The primary purpose of the Arrangement is to facilitatethe distribution of 9,000,000 common shares of Homeland (the“Homeland Shares”) to the shareholders of Noble in a tax-efficient manner.By utilizing a court-approved plan of arrangement to cause theexchange of common shares of Noble for a combination of HomelandShares and new common shares of Noble (the “Plan of Arrangement”), the Company intends to return the value of those9,000,000 Homeland Shares to its shareholders without that returnbeing necessarily treated as a dividend for Canadian tax purposes.This structure is designed to maximize the after-tax value received byNoble’s shareholders from the distribution of Homeland Shares, whileensuring they maintain their ongoing equity interest in theCompany. Receipt of InterimCourt Order and TSXV Conditional Approval On March 24, 2026, the Ontario Superior Court ofJustice (Commercial List) granted an interim court order for thecalling and holding of the Meeting and certain other matters relatedto the Meeting and the Arrangement. A copy of the interim order isincluded in the Circular. The TSX Venture Exchange (“TSXV”) also grantedconditional approval for the Arrangement subject to compliance withcustomary TSXV rules and requirements. Votes Required andOther Approvals The resolution regarding the Arrangement (the“ArrangementResolution”) must be passed by at leasttwo-thirds (at least 66.67%) of votes cast by Noble shareholders atthe Meeting, in person or by proxy. In addition, the ArrangementResolution must also be approved by a majority of common shares votedat the Meeting other than the common shares held by shareholders ofthe Company who could be considered to have an interest in theArrangement (the “Disinterested Shareholder Vote”). Theshareholders of the Company who could be considered to have aninterest are those who serve on the Board of Directors of Homeland, oras officers of Homeland, as well as Homeland (as it is a shareholderof Noble). The fact that the vote of certain shareholders will beexcluded from the Disinterested Shareholder Vote should not be takenas a confirmation that those shareholders have an interest in theArrangement that is different from, or in conflict with, the interestsof other shareholders of Noble. All shareholders of the Company willbe treated equally in the Arrangement. The Arrangement requires final approval of the OntarioSuperior Court of Justice (Commercial List). If the ArrangementResolution is approved at the Meeting, the Company expects to make anapplication for a final order from the Ontario Superior Court ofJustice (Commercial List) approving the Arrangement. It is anticipatedthat the hearing for the final court order will be held on May 15,2026 at 10:00 a.m. (Toronto time), or on a date (and at a time) closeto that date and time. Completion of the Arrangement is subject to thefulfilment of all requirements imposed by the TSXV, as well as thosein the court’s final Order. DissentRights Registered shareholders of Noble have the right todissent in respect of the Arrangement Resolution and to be paid thefair value of the Noble common shares held by them prior to theArrangement taking effect. Dissent rights must be exercised inaccordance with section 185 of the Business Corporations Act (Ontario)(the “Act”), as modified by the Interim Order andthe Plan of Arrangement. Holders ofWarrants and Options The Meeting Materials have been concurrently sent toall holders of Noble options and warrants. However, holders of Nobleoptions and warrants are not entitled to vote at the Meeting, and willnot be entitled to receive Homeland Shares unless they duly exercisetheir options and warrants at least two business days prior to thedate when the Arrangement is completed. Holders of Noble warrantsand options are encouraged to review theCircular in detail, as it contains important information regarding thetreatment of those securities under the proposed Plan ofArrangement. Reduction of Stated Capital Noble holds a significant number of securities ofpublicly-traded companies and the same will be true if the Arrangementis completed. In order to distribute any of those securities to theCompany’s shareholders at a later date as a distribution in kind andin order to comply with the provisions of the Act , it is likely thatthe stated capital of the common shares of the Company (after givingeffect to the Arrangement) will have to be reduced. Alternatively, theCompany would have to undertake another plan of arrangement, whichwould delay the implementation of such a distribution in kind andcould increase uncertainty. The proposed Reduction of Stated Capital wouldauthorize Noble’s Board of Directors to reduce the stated capital ofthe new Noble Shares, on one or more occasions, by up to $20,000,000in total. The resolution regarding the Reduction of Stated Capitalmust be passed by at least two-thirds (at least 66.67%) of votes castby Noble shareholders at the Meeting, in person or by proxy. About Noble Mineral ExplorationInc. Noble Mineral Exploration Inc. is a Canadian-basedjunior exploration company, which has holdings of securities in CanadaNickel Company Inc., Homeland Nickel Inc., East Timmins Nickel Inc. (20%), and itsinterest in the Holdsworth gold exploration property in the area ofWawa, Ontario. Noble holds mineral and/or exploration rights in~70,000ha in Northern Ontario and ~25,000 ha elsewhere in Quebec uponwhich it plans to generate option/joint venture exploration programs. Among those are included Noble ‘s mineral rights and/orexploration rights in 18,000 hectares in the Timmins-Cochrane areas ofNorthern Ontario known as Project 81, ~2,215 hectares in Thomas Twp/Timmins, and anadditional 20% interest in ~38,700 hectares in the Timmins area heldby East Timmins Nickel. Project 81 hosts diversified drill-ready gold,nickel-cobalt and base metal exploration targets at various stages ofexploration. Noble’s holdings in Ontario also include: ~4,600hectares in the Nagagami Carbonatite Complex; and ~3,200 hectares inthe Boulder Project; both near Hearst, Ontario. In Quebec, it holds:~3,700 hectares in the Buckingham Graphite Property; ~10,152 hectaresin the Havre St Pierre Nickel, Copper, PGM property; ~1,573 hectaresin the Cere-Villebon Nickel, Copper, PGM property; ~569 hectareUranium/Rare Earth property (Chateau); ~461 hectare Uranium/Molybdenumproperty (Taser North); ~4,465 hectares REE Mehmet Property; the~3,300 hectare Gull Lake REE Property; and the~1,232 hectare Opawica Scandium and REE Property. In Newfoundlandand Labrador, it holds the~ 647 hectareChapiteau REE property. https://www.noblemineralexploration.com Noble’s common shares trade on theTSX Venture Exchange under the symbol “NOB”. Cautionary Note and StatementConcerning Forward Looking Statements This press release contains certain information thatmay constitute "forward-looking information" underapplicable Canadian securities legislation. Forward-lookinginformation is necessarily based upon several assumptions that, whileconsidered reasonable, are subject to known and unknown risks,uncertainties, and other factors which may cause the actual resultsand future events to differ materially from those expressed or impliedby such forward-looking information. Factors that could affect theoutcome include, among others: future prices and the supply ofmetals, the future demand for metals, the results of drilling,inability to raise the money necessary to incur the expendituresrequired to retain and advance the property, environmental liabilities (known and unknown), general business, economic, competitive,political and social uncertainties, results of exploration programs,risks of the mining industry, delays in obtaining governmentalapprovals, failure to obtain regulatory or shareholder approvals. There can be no assurance that such information will prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such information. Accordingly, readersshould not place undue reliance on forward-looking information. Allforward-looking information contained in this press release is givenas of the date hereof and is based upon the opinions and estimates ofmanagement and information available to management as at the datehereof. Noble disclaims any intention or obligation to update orrevise any forward-looking information, whether because of newinformation. Neither TSX Venture Exchange nor its Regulation ServicesProvider (as that term is defined in policies of the TSX VentureExchange) accepts responsibility for the adequacy or accuracy of thisrelease. No stock exchange, securities commission or otherregulatory authority has approved or disapproved the informationcontained herein. Contacts: H. Vance White, President Phone: 416-214-2250 Fax: 416-367-1954 Email: info@noblemineralexploration.com Copyright (c) 2026 TheNewswire - All rights reserved. ### Related Stocks - [NICK.UK](https://longbridge.com/en/quote/NICK.UK.md) ## Related News & Research - [The Trading Awards: Voting is open until 19 May](https://longbridge.com/en/news/286793607.md) - [ONWARD Medical to Announce First Quarter 2026 Results on May 26, 2026 | ONWRY Stock News](https://longbridge.com/en/news/286858298.md) - [Wide postpones 2026 annual meeting to June 17; proxy voting deadline June 16](https://longbridge.com/en/news/286911986.md) - [ARTRARI ONE CAPITAL CORP. REPORTS ON VOTING RESULTS FROM THE 2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS](https://longbridge.com/en/news/286606232.md) - [PTA-HV: Rosenbauer International AG: Voting results for the ordinary general meeting of Rosenbauer International AG on 20. May 2026](https://longbridge.com/en/news/287066674.md)