Noble Mineral Exploration Inc. has filed management materials for a special shareholder meeting where investors will vote on a proposed arrangement to distribute shares of Homeland Nickel Inc. to Noble shareholders. The company announced the meeting and arrangement in February 2026, with the primary purpose being to facilitate distribution of 9,000,000 common shares of Homeland to Noble shareholders in a tax-efficient manner designed to maximize after-tax value while ensuring shareholders maintain their ongoing equity interest in Noble.
If completed as planned, each holder of a Noble common share as of the record date will exchange that share for approximately 0.034 of a common share of Homeland and one new Noble share having the same rights and privileges as the pre-exchange Noble shares. The actual distribution ratio will be confirmed later to reflect the number of outstanding common shares of Noble at the record date. The board of directors unanimously determined that both the arrangement and a proposed reduction of stated capital are in the company's best interests and recommends shareholders vote in favor of both measures.
The special meeting will be held on Thursday, May 7, 2026 at 10:00 a.m. Toronto time at the United Room, 120 Adelaide Street West in Toronto. Meeting materials are available under the company's SEDAR+ profile at https://www.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 March 27, 2026 are entitled to receive notice of and vote at the meeting, with voting cutoff on Tuesday, May 5, 2026 at 10:00 a.m.
The arrangement requires approval by at least two-thirds of votes cast by Noble shareholders at the meeting, plus approval by a majority of common shares voted by disinterested shareholders. The Ontario Superior Court of Justice granted an interim court order for the calling and holding of the meeting on March 24, 2026, and the TSX Venture Exchange granted conditional approval for the arrangement subject to compliance with customary rules. The arrangement also requires final approval from the Ontario Superior Court of Justice, with a hearing for the final court order scheduled for May 15, 2026.
Registered shareholders have dissent rights in respect of the arrangement resolution and can be paid the fair value of their Noble common shares prior to the arrangement taking effect. Holders of Noble options and warrants are not entitled to vote at the meeting and will not receive Homeland shares unless they exercise their options and warrants at least two business days prior to the arrangement completion date. The proposed reduction of stated capital would authorize Noble's board to reduce the stated capital of the new Noble shares by up to $20,000,000 in total, which would facilitate future distributions of securities held by the company to shareholders without requiring another plan of arrangement.
