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Nobel Resources Corp. (TSX–V: NBLC; OTCQB: NBTRF) (the "Company" or "Nobel") announces it has entered into an engagement letter with iA Capital Markets (" iA ") whereby iA will act as lead agent and bookrunner on behalf of a syndicate of agents (collectively, the " Agents ") pursuant to which the Agents will, on a "best-efforts" agency basis, offer a minimum of 30,000,000 units up to a maximum of 50,000,000 units of the Company (each a " Unit" ), at a price per Unit of $0.05, for aggregate gross proceeds of a minimum of $1,500,000 up to a maximum of $2,500,000 (the " LIFE Offering ").
Each Unit shall consist of one common share of the Company (each a " Share ") and one-half of one common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant shall entitle the holder to purchase one Share at a price of $0.06 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% of the gross proceeds of the LIFE Offering. The Company has also agreed to issue to the Agents that number of broker warrants ("Broker Warrants") equal to 7.0% 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 (" NI 45-106 "), the LIFE Offering will be offered for sale to purchasers resident in all of the provinces of Canada with the exception of Québec 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 " 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 private placement offering of up to 20,000,000 Units (the " NB Offering " and together with the LIFE Offering, the " Offerings ").
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 (" MI 61-101 "). 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% 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 November 17, 2025 (the " Closing Date "), 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 (the " Offering Document ") that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.nobel-resources.com . Prospective investors should read the Offering Document before making an investment decision.
The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
About Nobel
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.
For further information, please contact:
Vincent Chen
Investor Relations
vchen@nobel-resources.com
www.nobel-resources.com
Cautionary Note Regarding Forward-looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, regarding the Offerings, the use of proceeds of the Offerings, the prospectivity of the Company's mineral projects in Chile and the Company's future plans. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements in this press release relate to the anticipated closing of the Offerings; the approval of the TSX Venture Exchange; the filing of the Offering Document; the intended use of proceeds from the Offerings. Forward- looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nobel, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; risks associated with operation in foreign jurisdictions; ability to successfully integrate the purchased properties; foreign operations risks; the timing of the Offerings; and other risks inherent in the mining industry. Although Nobel has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Nobel does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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.
