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

My name is Vance White. I'm the present CEO of the company. I'll act as Chair of the meeting. And this meeting is being recorded. This is the Annual General Special Meeting of Shareholders of Noble Mineral Exploration called pursuant to the notice dated January 16, 2026. In keeping with the tradition of 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 an 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 the 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. Rosa?

Okay. Denis, are we okay to proceed with my statement now or do we have to ask?

Yes, please.

Okay.

So Rosa, just a comment. I don't see Mike Newbury. So...

Yes. I haven't added him to my numbers. So good morning, everyone. Upon identifying all the voting attendees, I confirm that those entitled to vote at this meeting are H. Vance White, Sam Peralta and Denis Frawley. No other person is entitled to vote at the meeting.

Thanks, Rosa. And good morning, everyone. I'd like to make a couple of notes regarding the voting procedure at the meeting. As noted by our Scrutineer, there are at least 3 persons entitled to vote at this meeting who are present. And then 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, which is how we'll proceed, 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; nay if voting against or withholding; and abstain if abstaining and using your best private voices. Over to you, Mr. Chairman.

Thank you both for these clarifications, and I agree that a vote by roll call is appropriate in the circumstances and will require 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, who is on the call; and myself; Newbury is not here; Sam Peralta is on the call; rob Suttie, our CFO, has not signed in as yet. He's our CFO. I will now ask the Secretary to confirm the following documents have been made available to the attendees: Notice of meeting; instrument of proxy; management information circular dated Jan 16, 2026, circular; 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, 2026, proving service of the above material on the shareholders of the company and the auditors and Directors of the company; and six, minutes of the Annual Special Meeting of shareholders held on February 26, 2025.

The documents you've mentioned, Mr. Chairman, are all being made available by being posted to the meeting platform. And Daniel, if you could help me with that. And any shareholder may examine those materials if they desire to do so.

The materials have been posted in the chat of the meeting, and they are available.

Thanks, Denis. Thanks, Daniel. Notice calling the meeting with all proxy-related material was mailed to the shareholders in accordance with the company's bylaws, the BCA 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 they 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.

I move that the reading of the notice of the meeting and the statutory declaration proving service thereof be dispensed with.

I second the motion.

It has 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 one by one and say nay. Vance White, aye.

Sam Peralta, aye.

Denis Frawley, aye.

Birks Bovaird, aye.

So it's only Vance, Sam and Denis who can vote. Okay.

There being no negatives, I would declare the motion -- the resolution carried. Would the Scrutineer report the number of shareholders present in person and the total number of shares they represent together with the number of shares represented by proxy.

Mr. Chair, 3 total holders are represented in person or by proxy at the meeting holding 558,332 shares. 114 management proxies have been received representing 87,074,105 shares for a total representation at the meeting 87,632,437 shares, which is 34.152% of the issued and outstanding.

There is a quorum present and proof of notice 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 and properly constituted for the transaction of business and instruct the Secretary to file a statutory declaration and related documents with the minute books of the company. The next item of the business is a verification of the minutes to the company's shareholder meeting held on February 26, 2025. 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 meeting -- the reading of the minutes of the last meeting of shareholders and the minutes will then be taken as read and verified as made available to this meeting. The next item of the business is the presentation of the audited consolidated financial statements of the company for the financial year ended August 31, 2025, together with the auditor's report thereon. A copy of the audited consolidated financial statements of financial year ended August 31, 2025, including the auditor's report thereon, has been made available to each shareholder. It is now proposed to read them to the audience -- it's not proposed, sorry, to read them to the audience. These documents are also available for the meeting -- for review at this meeting. I will now entertain a motion for a resolution that the auditor's report to be taken as read.

Be it resolved that the auditor's report on the financial statements of the company for the fiscal year ended August 31, 2025, be taken as read.

And I second the motion made by Sam.

Thanks, Denis. 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.

Sam Peralta, aye.

Denis Frawley, aye.

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's 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; Sam Peralta; and myself, H. Vance White. Those were the nominees of management as disclosed in the circular. Are there any further nominations? I will now entertain a motion for a resolution -- there being none, I will now entertain a motion for a resolution that the nominations be closed.

Sam Peralta, be it resolved that the nominations for the Directors of the company be closed.

And I second that motion, Denis Frawley.

Thank you both. 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. Aye, Vance White.

Sam Peralta, aye.

Denis Frawley, 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.

Sam Peralta, moving that J. Birks Bovaird, Yvan Champagne, Michael Newbury, Sam Peralta and Vance White be, and they are hereby elected as Directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Denis Frawley, I second that motion.

Thank you both. 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.

Sam Peralta, 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 Reappointment of Auditors. Are there any questions from the voting shareholders in regard to this resolution? There being none, 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.

Sam Peralta, I move that MNP LLP be appointed as the auditors 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'm Denis Frawley, I second that motion.

Thank you both. 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.

Sam Peralta, aye.

Denis Frawley, aye.

I declare that MNP LLP is reappointed as the auditors of the company for the ensuing year with the auditor's remuneration to 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 the Amended and Restated 2022 Equity Incentive Plan. The plan was initially approved by Noble shareholders at the 2022 AGM and reapproved as amended and restated at the AGMs held in each of the past 3 years. 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? There being none, 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. If there are no questions, I would propose a motion approving the amended and restated 2022 equity incentive plan and call for a vote.

Sam Peralta, moving, be it 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.

Denis Frawley, I second the motion. Thank you, Sam.

Thank you both. All those in be 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.

Sam Peralta, aye.

Denis Frawley, aye.

I hereby declare that the motion -- the resolution as set out in the circular approving 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. The next item of the business is to approve the company's shareholder rights plan as described in the circular under the caption Approval of Shareholder Rights Plan. The Shareholder Rights Plan is designed to ensure the fair treatment of shareholders in connection with any takeover bid for the company and to provide the Board of Directors and shareholders with sufficient time to fully consider any unsolicited takeover bid. Under the Shareholder Rights Plan, rights were issued to holders of common shares at a rate of 1 right for each common share. The Shareholder Rights Plan is similar to the rights plans adopted by other Canadian issuers and it was not adopted in response to any specific proposal or intention to acquire control of the company. Shareholders will be asked to pass an ordinary resolution that's substantially in the form set out in the circular to approve Shareholder Rights Plan. Are there any questions from shareholders in regard to this resolution? There being none, 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. No questions, I would propose the motion approving the Shareholder Rights Plan and call for a vote.

Sam Peralta, moving, be it resolved as an ordinary resolution that the resolution as set out in the circular approving the Shareholder Rights Plan of the company be hereby authorized and confirmed.

Denis Frawley seconding the motion.

Thank you both. 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.

Sam Peralta, aye.

Denis Frawley, aye.

I hereby declare the resolution -- that the resolution as set out in the circular approving the Shareholder Rights Plan of the company has been passed by a majority of the common shares voting at this meeting. The formal business for this meeting is now concluded. I would like to ask if there is any other matter of voting shareholder wishes to raise? There being none, if there are no further issues, I declare that all business of the meeting has been concluded, and I entertain a motion that this meeting be terminated.

Sam Peralta, moving, and move that the meeting be concluded.

Denis Frawley seconding 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.

Sam Peralta, aye.

Denis Frawley, aye.

The motion is carried. I hereby declare the motion carried and the meeting terminated. Thank you all for being in attendance. Just a short update for those that are in attendance that have either voted by proxy or want a quick update on the company as to the developments that are taking place. With respect to our various exploration programs that have been undertaken over the last few months or as are being undertaken now, the drilling is underway in the Thomas Township Rare Earth project. They're on to their third hole. Samples -- the cores have been logged, samples have been submitted to the labs and I anticipate any results should be forthcoming within the next week to 10 days. With respect to Carnegie, we did drill 2 holes there. Samples have been submitted. We're waiting results on the second hole. The first hole results were released. We have now engaged with our partner, a geophysics group [indiscernible] to do some downhole geophysics, that should be underway within the next week to 10 days. Results would be forthcoming, I would think, within the next 2 to 3 weeks. With respect to any other field activities. We're currently going through the various projects that we have in place, specifically the rare earth projects that we picked up in Quebec last year -- Quebec and Labrador last year, and we determining budget for those, and those would likely be a summer exploration endeavor. With respect to our shareholdings in Canada Nickel, we have just under 2 million shares of Canada Nickel in place. They have been named a major project to the -- major project office. I anticipate that there may be some news coming out of the Crawford proposal sometime in the next month-or-so. And my anticipation is that they may have a construction decision before the end of this coming year. They did make a release this morning with respect to their Midlothian project, and it's in the public domain as now. With respect to our joint holding with Canada Nickel in the East Timmins Nickel, that project is in the process of having the various underlying agreements and documentation and audits in the process of being prepared in order that we could be looking toward a spinout sometime in the -- either late third quarter or early fourth quarter of this coming year. With respect to spinouts and to our last shareholding, we have just under 20 million shares of Homeland Nickel. That spinout has been released as a plan of arrangement, which is to be finalized in late May for shareholders that are of record March 27. And the dividend or not -- it's not -- I can't refer to it as dividend, it's distribution, would be made to all Noble shareholders on a pro rata basis. With respect to where we're going over the next little while. The Noble or the Homeland Nickel, I think, is something that's going to be driving an awful lot of interest over the course of the next 6 to 18 months, particularly as to the size of the resource that it holds in 9 of the laterite projects that has in Oregon as well as on the sulfide deposit that it has in Oregon. And of course, everybody can see the push for critical minerals, of which nickel is one that in the U.S., they're looking for adding to their supply lines. And this may very well qualify as a project of interest to the U.S. and to the U.S. retail market. I would entertain, at this point, any questions by anybody. You can put your hand up and I'd be happy to entertain any questions. I don't see any questions. Nobody is -- if you're on mute, you take yourself off mute and...

Just if I might, Vance, just one. So with the planned distribution of the Homeland Nickel shares, I just encourage shareholders to watch news releases. So the various states, there will be a shareholder meeting required to complete that to get the plan of arrangement approved. So just keep an eye on e-mails and on news releases and the various record dates, both for voting at the shareholder meeting and for participating and the distribution will be announced as everything is clarified. We're working on the materials and on getting the court date for the pre-approval of the plan arrangement. So just a heads up to stay on top of that one and your -- because your participation as voting in that shareholder meeting will be very important and appreciated.

Thanks for that clarification. Anybody else have anything they want to say or I want to ask? That being the case, I appreciate everybody attending, and Denis and Sam for you being able to make the various motions. And like once again, I think 2026 is going to be a very encouraging year for Noble and the various shareholdings that we have. Thanks very much for attending. And now here, we're going to end the meeting. Terminated.

Thanks, everyone.