Noble Mineral Exploration Inc. (NOB) Earnings Call Transcript & Summary

In any event, I'd like to welcome everybody to the Annual General Special Meeting of Noble Minerals. I'm Vance White, your Chief Executive Officer of the company, and I'd like to Chair the meeting. Please note that this meeting is being recorded. This is the Annual General Special Meeting of Shareholders of Noble Mineral Exploration Inc. called pursuant to the notice dated January 16, 2025. In keeping with the traditional recent meetings, the Directors of Noble have decided to hold this meeting as a virtual meeting to provide Noble shareholders and directors and our guests a safer, easier opportunity to attend. Therefore, no one is attending this meeting in-person with all the attendees participating through Zoom by video conference or by phone. The meeting will now come to order. And with your approval, I'll ask Denis Frawley, the company's Secretary to act as Secretary of the meeting; and Rosa Garofalo of the TSX Trust Company, the transfer agent of Noble to act as scrutineer. I would now ask the scrutineer to confirm whether she had an opportunity to identify all persons attending this meeting and to name those who are entitled to vote today. I would then ask the Secretary to confirm the procedure to pass motions at this meeting.

Good morning, everyone. Upon identifying all the voting attendees, I confirm that those entitled to vote at this meeting are H. Vance White as the management nominee, Michael Newbury and Denis Frawley. No other person is entitled to vote at the meeting.

Denis, you're on.

I'd like to make a couple of notes regarding the voting procedures at the meeting. As noted by our scrutineer, there are at least 3 persons entitled to vote at this meeting. And pursuant to the rules for the corporate shareholder meetings when at a shareholder meeting, there are 3 or more persons entitled to vote, an appropriate process is for the motions to be proposed and seconded by 2 attendees entitled to vote at this meeting. In addition, given that this meeting is not being held in-person, I suggest that voting be conducted by roll call such that when a vote of shareholders is called, each of the persons in attendance who is entitled to vote will be required to state his or her name and say, aye, if voting in favor; or nay if voting against or withholding; and abstain if abstaining.

Thank you both for those clarifications, and I agree that a vote by roll call is appropriate in the circumstances. We will require that the meeting be conducted as outlined. Before commencing the business of the meeting, I will take a moment to introduce the following current and proposed directors of the company as well as members of the company's senior management who are attending. Birks Bovaird, you'd like to put up your hand, there you are. Yvan Champagne, I don't see him -- oh, wait a minute, here he is. Just letting Yvan in. Mike Newbury, stick up your hand there, there you are. Sam Peralta, there you are. Rob Suttie, I don't see him, he's our CFO. I don't see him in attendance. And Denis Frawley has already identified himself. I would now ask the Secretary to confirm that the following documents have been made available to the attendees: notice of meeting; instrument of proxy; management information circular dated Jan 16, 2025; audited consolidated financial statements of the company for the financial year ended August 31, 2024, together with the auditor's report thereon and the management's discussion and analysis relating thereto; statutory declaration dated January 27, 2025, proving service of all of the above material on the shareholders of the company and the auditors and directors of the company; and six, minutes of the Annual and Special Meeting of shareholders held on February 28, 2024.

These documents are made available by being posted to the meeting platform, which if Daniel, you could help me with posting that. And in order that these are made available in that ways in order that any shareholder may examine the same if so desired.

I believe all those documents have been posted to the platform.

Thank you.

Notice calling this meeting with all proxy-related material was mailed to the shareholders in accordance with the company's bylaws, the Business Corporations Act, OBCA, and other applicable laws. In view of the fact that the notice of the meeting and the statutory declaration proving service in accordance with the company's bylaws have been tabled and are available for inspection, I'll now entertain a motion that the reading of the notice of meeting and statutory declaration proving service thereof be dispensed with.

Mr. Chairman, I'd like to move that the reading of the notice of meeting and the statutory declaration proving service thereof be dispensed with.

I second the motion.

It's now been moved and seconded that the reading of the notice of meeting and the statutory declaration proving service thereof be dispensed with. All those in favor, please state your name one by one and say, aye. If contrary, please state your name and say, nay. Aye, Vance White.

Aye, Denis Frawley.

Aye, Mike Newbury.

And Aye, Denis Frawley.

Aye, Birks Bovaird.

I declare the resolution carried. Will the scrutineer report the number of shareholders present in-person, the total number of shares they represent together with the number of shares represented by proxy.

Mr. Chairman, 3 total holders represented in-person or by proxy at the meeting holding 3,467,902 shares. 87 management proxies received representing 80,382,396 shares for a total representation at the meeting 83,850,298 shares, which is 35.335% of your issued and outstanding.

That's a good representation. Thank you, Rosa. There's a quorum present. Proof of the notice of calling this meeting has been given in accordance with the company's bylaws and the OBCA. Therefore, I now declare that the meeting is regularly called, properly constituted for the transaction of business and instruct the Secretary to file the statutory declaration and related documents with the minute books of the company. The next item of business is the verification of the minutes of the company's shareholder meeting held February 28, 2024. I confirm that the minutes of the last shareholder meeting have been filed in the company's minute book and are available for inspection. If there are no objections, I will dispose of the reading of the minutes of the last meeting of the shareholders. And the minutes will then be taken as read and verified as made available to this meeting. The next item of business is the presentation, the audited consolidated financial statements of the company for the financial year ended August 31, 2024, together with the auditor's report thereon. A copy of the audited consolidated financial statements for the financial year ended August 31, 2024, including the auditor's report thereon, has been made available to each shareholder. It is not proposed to read them to the audience. These documents are also available for the meeting to review at this meeting. I will now entertain a motion for a resolution that the auditor's report be taken as read.

Mr. Chair, I'd like to propose it be resolved that the auditor's report on the financial statements of the company for the fiscal year ended August 31, 2024, be taken as read.

I second the motion.

All those in favor, please state your name one by one and say, aye. If contrary, please state your name one by one and say, nay. Vance White, aye.

Mike Newbury, aye.

Birks Bovaird, aye.

Denis Frawley, aye. We're all, well, too excited to vote.

I declare the resolution carried. Let us proceed to the election of directors for the ensuing year. Management proposes that all of the current 5 directors are to be reelected to hold office until the next annual meeting of the company or until their successors are elected or appointed, and they are nominated for reelection at this meeting as management nominees. I declare the meeting open for nominations, and I nominate the following individuals as directors of the company for the ensuing year: J. Birks Bovaird; Yvan Champagne; Michael Newbury; Samuel Peralta; and myself, H. Vance White. Those are the nominees of management as disclosed in the circular. Are there further nominations? I will now entertain a motion for a resolution that the nominations be closed.

Mr. Chair, I'd like to propose it be resolved that the nominations for the directors of the company be closed.

I second the motion.

All those in favor, please state your name one by one and say, aye. If contrary, please state your name one by one and say, nay. Vance White, aye.

Mike Newbury, aye.

Denis Frawley, aye.

Birks Bovaird, aye.

I declare the resolution carried. I hereby declare the nominations closed. I will now propose a motion for a resolution for the election of the individuals nominated as directors. In order for this resolution to be effective, it must be passed by a majority of the votes cast in-person or by proxy at this meeting.

Mr. Chair, I move that J. Birks Bovaird; Yvan Champagne; Michael Newbury; Samuel Peralta; and yourself, H. Vance White be, and they are hereby elected as directors of the company to hold office until the next annual meeting of the shareholders or until their successors are elected or appointed.

I second the motion.

All those in favor, please state your name one by one and say, aye. If withholding, please state your name and say, nay. Vance White, aye.

Mike Newbury, aye.

Birks Bovaird, aye.

Denis Frawley, aye.

I hereby declare those individuals duly elected as directors of the company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. The next item of business is to approve the reappointment of MNP LLP as the auditors of the company to hold office until the close of the next annual meeting of the company, at such remuneration to be fixed by the Board of Directors. The details of this matter are more fully described in the circular under the caption Re-appointment of Auditors. Are there any questions from the voting shareholders in regard to this resolution? I have none.

None for me.

No.

In order for this resolution to be effective, it must be passed by a majority of the votes cast in-person or by proxy at this meeting. I will now entertain a motion to reappoint MNP LLP as the auditors of the company to hold office until the next annual meeting of the company with the auditor's remuneration to be fixed by the Board of Directors.

Mr. Chair, I move that MNP LLP be appointed as the auditor of the company to hold office until the next annual meeting of the company at such remuneration to be fixed by the Board of Directors.

I second the motion.

All those in favor, please state your name one by one and say, aye. If withholding, please state your name one by one and say, nay. Vance White, aye.

Mike Newbury, aye.

Denis Frawley, aye.

Birks Bovaird, aye.

Yvan Champagne, aye.

I declare that MNP LLP is reappointed as the auditors of the company for the ensuing year with the auditor's remuneration be fixed by the Board of Directors. The next item of business is to reapprove the company's current amended and restated 2022 Equity Incentive Plan as described in the circular under the caption Approval of Amended and Restated 2022 Equity Incentive Plan. The plan was initially approved by the Noble shareholders at the 2022 AGM and reapproved and as amended and restated at the AGMs held in 2023 and 2024. Shareholders will be asked to pass an ordinary resolution substantially in the form as set out in the circular to reapprove the amended and restated 2022 Equity Incentive Plan. Are there any questions from voting shareholders in regard to this resolution? I have none.

None, here.

None here.

In order for this resolution to be effective, it must be passed by a majority of the votes cast in-person or by the proxy at this meeting. If there are no questions, I would propose a motion approving the amended and restated 2022 Equity Incentive Plan and call for a vote.

Mr. Chair, I move that be resolved as an ordinary resolution that the resolution as set out in the circular reapproving the current amended and restated 2022 equity incentive plan of the company be hereby authorized and confirmed.

I second the motion.

All those in favor, please state your name one by one and say, aye. If contrary, please state your name one by one and say, nay. Vance White, aye.

Mike Newbury, aye.

Birks Bovaird, aye.

Denis Frawley, aye.

Yvan Champagne, aye.

Thank you, Yvan. I hereby declare that the resolution as set out in the circular approving the current amended and restated 2022 Equity Incentive Plan of the company has been passed by a majority of the common shares voting at this meeting. That gentlemen, concludes the formal business of this meeting is now concluded. I would like to ask if there is any other matter a voting shareholder wishes to raise. There being none, if there are no further issues, I declare all the business of the meeting has been concluded, and I entertain a motion that this meeting be terminated.

Mr. Chair, I'd like to move that the meeting be closed, be concluded, sir.

I second the motion.

All those in favor, please state your name one by one, say, aye. If contrary, please state your name and say, nay. Vance White, aye.

Mike Newbury, aye.

Birks Bovaird, aye.

Denis Frawley, aye.

Yvan Champagne, aye.

I hereby declare the motion carried and the meeting terminated. Thank you very much, gentlemen and ladies, for attending the Annual General and Special Meeting of Noble Shareholders. Now what I will do is go on with the various interests that the company has. And you may note that just this past Monday, I guess, it was 2 days ago, we issued a news release with regard to the spinout of our Mann interest and the Noble patented interest -- and Noble patented interest in mining claims to Canada Nickel and the Mann interest to East Timmins Nickel. And I anticipate that over the course of the next 2 quarters, by the end of the second quarter and perhaps the end of the third quarter, we'll see at least 2 resource estimates out on the East Timmins Nickel, either one of which could be as large or larger than the Crawford, which is currently in the permitting stage with Canada Nickel. They anticipate permitting of the Crawford to be in place by the end of the year and, hopefully, with a construction decision sometime next year or perhaps even by the end of this year. But needless to say, the junior -- the state of junior markets has not been friendly to the junior exploration side of the business. And with all of the turmoil that's going on, on a geopolitical basis, it's understandable that there's an awful lot of uncertainty out there as to the direction that these issues are going to take. However, the company is well funded to the extent that working capital position is in the order of about $3-plus million. And I would anticipate that while we don't have any active exploration programs in place at this point in time, given that you're not going to see much in the way of mileage out there in terms of the marketplace, we've elected to put a number of the programs that we had anticipated for this winter on the back burner for the time being. And that would include the potential rare earth project in the Thomas Township area in Timmins. I anticipate, though, that there will be activity coming into the East Timmins probably in the late second, early third quarter of this year. With regard to the other projects that we have in place, they're basically on the backburner. And we anticipate that the shareholdings that we have in Canada Nickel and Homeland will see advancements over the course of this coming year. With respect to Canada Nickel, they said, they're in the permitting process right now. They're anticipating that those -- that permitting process will likely conclude sometime in the third, fourth quarter of this year. And with respect to the Homeland Nickel, in speaking with Steve Balch just yesterday, the Forestry Service in Oregon have indicated to him that by the second week of March, they should have a response to the plan of operations that was submitted with respect to both the Red Flat and Cleopatra projects in Oregon, both of which have significant non-NI 43-101 resource estimates in place that are just under 1% nickel in a laterite. And with what's going on in the critical minerals space in North America, particularly in the U.S. I think that we're likely going to see some traction that will take place with regard to that particular project. At this point, I'd be pleased to entertain any questions from those that are in attendance. Please just put up your hand or state your name and ask your question. I'd be pleased to either answer it directly or direct it to any party that would be able to answer.

[indiscernible] here. Have you decided what the ETN distribution will be from Noble or from Canada Nickel to shareholders?

I can't speak for Canada Nickel. But with respect to Noble, that will be determined sometime in the second or early third quarter of this year.

Has there been any interest at all in exploration for the properties?

The short answer is, let's see what the resource estimates are that come back in the second and third quarter with respect to the Mann properties. Likely, there would be some additional work that would be required there. But there are also the other satellite properties that are going into these tunes from Canada Nickel that will also likely require a certain amount of work. And the budgets for that have not been determined. We're just in the process of finalizing all of the claims that are associated. It's a very extensive package of properties. And Steve Balch, Mark Selby and I will be getting together with respect to the direction that, that company is going to be taking over the course of the next little while.

What about the precious metals or the unique metals in Quebec, on those properties that you just bought?

We're going to be following up with that. I mean, Wayne Holmstead, our exploration manager, pulled together those uranium properties for me. I requested that he see if he can't scour around and find some decent uranium prospects, which is what he has identified. One of the issues with respect to those 2 properties is that they likely require fly-in opportunities, so we have to determine what the budgeting process for that is going to be. So I would think that by the end of the second quarter, we'll have a much better handle as to how we want to move that forward. Anybody else?

I just wonder -- Wayne White. I just wonder, Vance, what's your sense for Canada Nickel as far as their own moving ahead with their iron project?

Wayne, I think the Canada Nickel, as you know, has got the support of the -- certainly the provincial government and George Pirie, the Minister of Mines. They've had a very positive response from the federal government, but they are going through that permitting process right now, which they anticipate having those permits in place. I think they'll probably stretch it out to the end of the year. But hopefully, they get a good indication as to where they're headed with respect to those permitting processes. But I would anticipate that there are likely going to be perhaps one more offtake agreement that will come into place with Canada Nickel, and that likely relates to the stainless steel aspect of that Crawford deposit. So we'll see where that goes. But I know there's been some preliminary discussions with respect to that.

That would really help.

Anything would help in this market environment.

Yes.

Notwithstanding the fact, even if you do get a significant movement forward to try and sustain, it has been difficult in the very least. I mean you can see for yourself in the way all of the junior markets have been approached. Now there are -- there's a number of exceptions out there, obviously. The Power Nickel being one where you've seen it had a significant move from the low 20s to over $1. And that, though, I think, is more directly related to 2 very successful large shareholders that have come and play there, but on top of that, likely directed to their PGM project and the links that they've been exploring over the course of the last little while. So they've done a very good job. And Terry has been tremendously upfront with respect to what his belief is relative to the naked shorting that's taking place in the junior space, not just in the junior mineral exploration space, but in the junior space in general. And we'll see whether the -- I think, I saw a notice coming around from the Venture Exchange just last -- within the last 10 days relative to trying to clean up that aspect of the marketplace. I don't know whether they're going to have any luck. I mean the institutions have got the junior space by the knackers.

Yes. Yes, that's been very difficult.

Anybody else.

Yes, I've got one more question. Do you know if Canada Nickel and the indigenous people have redone the warrant price for their $20 million convertible note? Because the price of Canada Nickel hasn't been here for like 10 years compared to the exercise price of $1.20 per share.

Ira, I don't know the answer to that question. I believe that there are negotiations underway with respect to closing that $20 million financing with TTN. And I think the reason for it being extended to this point in time has more to do with the audit process that the First Nations groups have to go through in order to make that kind of investment. Anybody else? There being no other questions then I would like to thank everybody for the opportunity to be available and for attending their annual meeting. And I'll get the recording over to you, Daniel and Denis in the next little bit. Anyway, thank you very much all for attending, and have a great day and a good weekend coming up.

Thank you.

Thank you very much.

Stay healthy.

Thank you, Vance.

Thanks.

Thanks, Rosa.

Thank you.