Original News Release
Nobel Resources arranges financings
Mr. Vincent Chen reports
NOBEL ANNOUNCES PRIVATE PLACEMENT OFFERINGS
Nobel Resources Corp. has entered into an engagement letter with iA Capital Markets, whereby iA will act as lead agent and bookrunner on behalf of a syndicate of agents, pursuant to which the agents will, on a best efforts agency basis, offer a minimum of 30 million units up to a maximum of 50 million units of the company, at a price per unit of five cents, for aggregate gross proceeds of a minimum of $1.5-million up to a maximum of $2.5-million.
Each unit shall consist of one common share of the company and one-half of one common share purchase warrant. Each warrant shall entitle the holder to purchase one share at a price of six cents for a period of 24 months following the closing date. The warrants will not be exercisable until 70 days after the closing date.
The company has agreed to pay to the agents a cash commission equal to 7 per cent of the gross proceeds of the LIFE offering. The company has also agreed to issue to the agents that number of broker warrants equal to 7.0 per cent of the aggregate number of units issued by the company under the LIFE offering. Each broker warrant is exercisable to acquire one share at a price equal to the offering price for a period of 24 months from the closing date of the offering.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the LIFE offering will be offered for sale to purchasers resident in all of the provinces of Canada with the exception of Quebec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issuable from the sale of the LIFE offering are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada.
In addition to the LIFE offering, the company intends to complete a concurrent non-brokered (NB) private placement offering of up to 20 million units.
Certain insiders of the company are anticipated to participate in the NB offering and such participation by insiders will constitute a related party transaction as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities to be issued under the offering nor the consideration to be paid by insiders of the company will exceed 25 per cent of the company's market capitalization.
The net proceeds of the offerings will be used by the company to continue the exploration work on its Chilean mineral properties, as well as general corporate and working capital purposes.
The offerings are scheduled to close on or about Nov. 17, 2025, or such other date as the company and the agent may agree, and in any event, on or before a date not later than 45 days after the date of the news release announcing the offering. The offerings are subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
There is an offering document prepared in the form prescribed by Form 45-106F19 related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.
About Nobel Resources Corp.
Nobel Resources is a Canadian resource company focused on identifying and developing prospective mineral projects. The company has a team with a strong background of exploration success.
We seek Safe Harbor.
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