Noble Mineral Exploration Inc. (TSXV: NOB) (OTCQB: NLPXF) announced that it has filed the management information circular and related materials for a special shareholder meeting scheduled for May 7, 2026, at 10:00 a.m. Toronto time. The meeting will seek approval for a proposed arrangement to distribute shares of Homeland Nickel Inc. to Noble shareholders, as well as a reduction of stated capital. The materials are available under the Company’s SEDAR+ profile at www.sedarplus.ca and on TSX Trust Company’s website at http://docs.tsxtrust.com/2165.
The arrangement is designed to facilitate the distribution of 9,000,000 common shares of Homeland to Noble shareholders in a tax-efficient manner. Under the plan, each Noble common share will be exchanged for approximately 0.034 of a Homeland share and one new Noble share, with the actual ratio to be confirmed based on the number of outstanding Noble shares at the record date. The primary purpose is to return value from the Homeland shares to shareholders without it being treated as a dividend for Canadian tax purposes, maximizing after-tax value while maintaining shareholders' equity interest in Noble.
The Ontario Superior Court of Justice (Commercial List) granted an interim order on March 24, 2026, for calling the meeting. The TSX Venture Exchange also provided conditional approval, subject to compliance with its rules. The arrangement resolution requires approval by at least two-thirds of votes cast, plus a majority of shares voted excluding those held by interested parties such as Homeland directors, officers, and Homeland itself. A final court order hearing is scheduled for May 15, 2026, with the effective date of the arrangement expected on May 25, 2026.
The reduction of stated capital resolution, also requiring two-thirds approval, would authorize Noble's board to reduce stated capital of new Noble shares by up to $20 million in total. This step is intended to facilitate future distributions of securities held by Noble to shareholders without requiring another plan of arrangement. The meeting will be held in person at 120 Adelaide Street West, Toronto, with voting cutoff on May 5, 2026.
Shareholders of record as of March 27, 2026, are entitled to vote. Registered shareholders have dissent rights under the Business Corporations Act (Ontario). Holders of Noble options and warrants are not entitled to vote but should review the circular for details on their treatment under the arrangement. The board of directors unanimously recommends voting in favor of both resolutions.
