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TORONTO, Dec. 11, 2025 (GLOBE NEWSWIRE) -- Nobel Resources Corp. (TSX–V: NBLC; OTCQB: NBTRF) (the “Company” or “Nobel”) announces it has closed the first tranche of its previously announced private placement of units (the “LIFE Offering”) pursuant to which the Company issued 45,750,000 units (the “Units”) at a price of $0.05 per Unit for aggregate gross proceeds of $2,287,500 (the “LIFE First Tranche”).
Each Unit consists 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 entitles the holder to purchase one Share at a price of $0.06 for a period of 24 months from the date hereof. The Warrants will not be exercisable until 70 days after today’s date.
The LIFE Offering was led by iA Private Wealth Inc. (“iA”) whereby iA acted as lead agent and bookrunner on behalf of a syndicate of agents comprised of Velocity Trade Capital Ltd. and Haywood Securities Inc. In connection with the LIFE Offering, the Agents received an aggregate cash fee equal to $160,125. In addition, the Company issued to the Agents 3,202,500 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant is exercisable to acquire one Share at an exercise price equal to $0.05 for a period of 24 months from today’s date.
The Shares and Warrants issued pursuant to the LIFE First Tranche are not subject to a statutory hold period pursuant to applicable Canadian securities laws as the LIFE First Tranche was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The LIFE First Tranche remains subject to final approval of the TSX Venture Exchange.
In addition to closing the LIFE First Tranche, the Company has closed the first tranche of its previously announced non-brokered private placement of Units (the “NB Offering” and together with the LIFE Offering, the “Offerings”) pursuant to which the Company issued 6,700,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $335,000 (the “NB First Tranche”). The Units issued pursuant to the NB First Tranche have the same terms as the Units issued pursuant to the LIFE First Tranche. The Shares and Warrants issued pursuant to the NB First Tranche will be subject to a four-month and one day hold period under applicable securities laws in Canada. The NB First Tranche remains subject to final approval of the TSX Venture Exchange.
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 Company expects to close the final tranches of the Offerings in the coming weeks.
Certain directors and officers of the Company have subscribed for an aggregate of 4,700,000 Units under the NB First Tranche. As a result of such insider participation, the transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101 ”). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation, as neither the fair market value (as determined under MI 61-101) of the subject matter nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101).
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:
Larry Guy
Chief Executive Officer
647-276-0533
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. 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 final tranches of the Offerings; the approval of the TSX Venture Exchange; the intended use of proceeds from the Offerings; the prospectivity of the Company’s mineral projects in Chile; and the Company’s future plans. 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 the Company, 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 the Company 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.
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.
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.
