Noble Plains Uranium Announces Binding Letter of Intent for Proposed Acquisition by Eagle Nuclear Energy

Noble Plains Uranium Corp. has entered into a binding letter of intent dated October 30, 2026, under which Eagle Nuclear Energy Corp. (NASDAQ: NUCL) plans to acquire all outstanding Noble Plains shares through a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The transaction consideration is all-stock, with each Noble Plains share convertible into 0.0167 Eagle shares. According to the release, this exchange rate equates to C$0.125 per Noble Plains share, representing a 92% premium to the October 29, 2026, TSXV closing price of C$0.065. The last provided market price for Noble Plains was C$0.07 on October 30, 2026, meaning the stated offer is approximately 79% higher than that price. The release does not provide post-announcement trading data.

The expected pre-closing capitalization includes 89,631,808 Noble Plains shares and 29,798,342 Eagle shares, resulting in an estimated post-closing Eagle share count of 31,295,193. Former Noble Plains holders would own approximately 4.78% of the combined Eagle entity, while existing Eagle holders would retain about 95.22%. The implied offer value for Noble Plains is approximately C$11.2 million, calculated based on 89.63 million shares at C$0.125, before any adjustments.

During the transaction process, Eagle will provide a secured bridge loan of up to C$500,000 to Noble Plains, with terms subject to negotiation and separate disclosure. The letter of intent includes a reciprocal US$400,000 break fee. A definitive arrangement agreement is expected to feature reciprocal termination fees, non-solicitation provisions, and a right to match a superior proposal. The parties have a 60-day reciprocal due diligence and exclusivity period starting October 30, 2026, and target signing a definitive Arrangement Agreement within that timeframe.

Completion of the deal requires approval from at least 66 2/3% of votes cast at a special meeting, as well as majority-of-the-minority approval under National Instrument 61-101 (MI 61-101). The special meeting is anticipated in the first quarter of 2027. Additional required approvals include listing approval from the TSXV and Nasdaq for the Eagle shares, as well as court approval. All directors and senior officers are expected to enter into customary support and voting agreements. Furthermore, 60% of the Eagle shares issued to Noble Plains directors, officers, and identified shareholders will be subject to six-month contractual resale restrictions after closing. A special committee of independent Noble Plains directors will be formed prior to the Arrangement Agreement and will engage a financial advisor to provide a fairness opinion, which is not yet available.

Eagle is described as a Nasdaq-listed nuclear energy company that combines domestic uranium exploration with access to proprietary Small Modular Reactor technology. The release does not provide details regarding SMR commercialization, economics, partners, or technical specifications. Eagle’s Aurora deposit in southeastern Oregon holds an SK-1300 Indicated resource of 53.43 million tonnes at 278 ppm, containing 32.75 million pounds of U3O8, along with Inferred resources of 8.96 million tonnes at 252 ppm, containing 4.98 million pounds of U3O8. The adjacent Cordex claims are described as having exploration potential.

Noble Plains brings Wyoming assets to the transaction, including the Duck Creek project in the Powder River Basin, held through an option to acquire an 80% interest, and the Shirley Central project in the Shirley Basin, which is described as earlier-stage. Management frames the deal as a means to provide scale, capital, and Nasdaq access while retaining Wyoming upside and adding exposure to the Aurora asset.

Noble Plains Uranium Corp. (NOBL) has entered into a takeover agreement that would result in a change of control and move its listing exposure to a Nasdaq-listed acquirer. The transaction qualifies as a significant alteration to the company’s market capitalization and ownership structure. The proposed consideration is entirely Eagle stock, with a stated value of C$0.125 per share derived from a fixed exchange ratio. This offer represents a substantial premium to the pre-deal reference price of C$0.065 and exceeds the last provided close of C$0.07, offering shareholders a liquidity path following a period of weak share-price performance.

The deal includes a bridge loan intended to reduce immediate standalone financing pressure during the transaction process, a factor noted given Noble Plains’ lack of revenue and small working-capital base. Strategically, the combination adds Wyoming ISR-amenable projects to Eagle’s Oregon conventional Aurora asset and its small modular reactor (SMR) narrative. For Eagle, the acquisition is small in ownership terms but adds pounds of uranium and ISR geology.

Noble Plains shareholders would own approximately 4.78% of the combined company. While this grants Nasdaq exposure, it provides limited influence over capital allocation, development priorities, or SMR spending. The realizable value of the offer cannot be independently tested from the current materials, as no Eagle market price, market capitalization, trading liquidity, or financial statements have been provided.

The letter of intent is binding in specified respects, but the transaction is not yet complete. Remaining steps include a definitive Arrangement Agreement, due diligence, a special committee fairness opinion, a shareholder vote, court approval, TSXV acceptance, and Nasdaq listing approval. A 60-day exclusivity and due diligence period introduces execution risk. The reciprocal US$400,000 break fee is small relative to the implied C$11.2 million offer value, providing a limited signal of deal certainty.

The release emphasizes the premium, Nasdaq platform, bridge loan, and “scale and capital,” but does not provide combined-company pro forma financials, an Eagle share price, a development budget, a production timeline, or an economic study for the Aurora, Duck Creek, or Shirley Central assets. Historically, Noble Plains progressed from early Duck Creek drilling in late 2025 to a maiden 6.36 million lb U3O8 resource in April 2026, followed by Shirley Central confirmation hits and geophysical targeting. The takeover validates this technical work at a premium, though it arrives before Shirley Central has a compliant resource and before Duck Creek’s deeper Fort Union target has been drill-tested.

Noble Plains Uranium Corp. (NOBL) is a U.S.-focused uranium exploration and development company targeting ISR-amenable projects in Wyoming. The company currently has no revenue, production, or reserves. Its strategy involves acquiring historically drilled assets, digitizing legacy data, and converting that information into NI 43-101 resources.

The company’s flagship Duck Creek project is located in Converse County, Wyoming, within the Powder River Basin. Noble Plains holds an option to acquire an 80% interest in the property. A maiden NI 43-101 resource, effective February 12, 2026, totals 5.32 million lbs U3O8 Indicated at 0.062% and 1.04 million lbs U3O8 Inferred at 0.09%, for a combined 6.36 million lbs total.

The Duck Creek resource covers approximately 2.5 miles of a 5.25-mile interpreted trend. The remaining strike and the deeper Fort Union Formation are classified as exploration targets rather than current resources. A conceptual exploration target estimates 941,000 to 1,021,000 tons grading 0.020% to 0.052% U3O8 in the Wasatch Formation; this is not a mineral resource.

Shirley Central consists of 30 unpatented claims covering 665 acres in the Shirley Basin. The property is adjacent to Ur-Energy’s Shirley Basin ISR project and near Uranium Energy Corp. ground. Seven confirmation holes intersected uranium mineralization, but no NI 43-101 resource has been published for Shirley Central.

Eagle’s Aurora project is a conventional uranium deposit in Oregon with SK-1300 resources. The release references Cordex and SMR technology but provides no economic study, permit status, production plan, or SMR commercialization details.

No royalty terms are disclosed for Duck Creek or Shirley Central. Duck Creek represents an option interest rather than direct ownership, and Shirley Central comprises unpatented claims. Consequently, royalty status cannot be confirmed from the available materials.

No analyst coverage, target prices, or consensus estimates are provided. Valuation cannot be benchmarked against a published analyst range.