Toronto, Ontario / ACCESSWIRE / June 9, 2014 / Noble Mineral Exploration Inc. (the "Company", "Noble" or "NOB") (TSX-V:NOB, FRANKFURT:NB7, OTC.PK:NLPXF) is pleased to provide terms of the non-binding letter of intent (the "Letter of Intent") it signed with Canna-Saver, LLC ("Canna-Saver"). The Letter of Intent provides that Noble's wholly owned subsidiary ("Noble Subsidiary") would acquire a 50% interest in Canna-Saver under terms that are summarized below, with a right to acquire the remaining 50% interest upon completion of certain conditions. The material terms of the transaction contemplated in the letter of intent are as follows.
-As outlined in the Letter of Intent, while there is no guarantee it is Noble's intention that Noble Subsidiary would become a separate public company with a listing on a Canadian and a US stock exchange or marketplace.
-Noble would distribute to its existing shareholders a unit of Noble Subsidiary that would be comprised of one share and 1/4 of a warrant, with each full warrant being exercisable at $0.20 into a share of Noble Subsidiary. These units would be distributed pro rata to the shareholders of Noble at a ratio that, based on Noble's current capitalization, is expected to give rise to approximately 1 unit of Noble Subsidiary distributed for every 6 shares of Noble currently outstanding. The shares of Noble Subsidiary distributed in the manner would represent approximately 36% of the outstanding shares of Noble Subsidiary after the completion of the financing described below and Noble's acquisition of 50% of Canna-Saver.
-Noble Subsidiary will acquire from the principals or members of Canna-Saver a 50% interest in Canna-Saver by issuing a number of shares of Noble Subsidiary corresponding to approximately 57% of the outstanding shares of Noble Subsidiary after completion of the unit distribution to Noble's shareholders described above and completion of the financing described below.
-Subject to compliance with TSX.Venture Exchange policies and any required approval of the TSX Venture Exchange, Noble and/or its principals or other investors would subscribe for at least $750,000 in Noble Subsidiary through the purchase of at least 5,000,000 units at a price of $0.15 per unit, with each unit comprised of 1 share of Noble Subsidiary and 1/4 warrant of Noble Subsidiary and each full warrant being exercisable at $0.20. This financing would provide working capital to Noble Subsidiary for the development and expansion of Canna-Saver's business. Assuming 5,000,000 shares of Noble Subsidiary were distributed in this financing, these shares would represent approximately 7% o the outstanding shares of Noble Subsidiary after the completion of the unit distribution to Noble's shareholders and the acquisition of a 50% interest in Canna-Saver, both as described above.
-If all of the Noble Subsidiary warrants issued as part of the units of Noble Subsidiary issued and distributed to Noble's shareholders and in the minimum $750,000 financing are exercised, Noble Subsidiary would then have the right to acquire any portion or all of the 50% of Canna-Saver not initially acquired. The Letter of Intent provides that the remaining 50% of Canna-Saver can be acquired through the issuance of additional shares of Noble Subsidiary. Assuming Noble Subsidiary acquired all of the remaining 50% ownership of Canna-Saver that it did not initially acquire, the members or principals of Canna-Saver would receive a number of shares of Noble Subsidiary corresponding to approximately 16.5% of the outstanding shares of Noble Subsidiary at that time. As a result, upon all outstanding warrants of Noble Subsidiary having been exercised and Noble's purchasing the remaining 50% of Canna-Saver, the outstanding shares of Noble Subsidiary would be held as follows: approximately 27% by the shareholders of Noble, approximately 5% by the investors in the $750,000 financing completed by Noble Subsidiary and approximately 68% by the members or principals of Canna-Saver.
Having now executed the Letter of Intent with Canna-Saver, Noble will now work to complete its due diligence of Canna-Saver, to negotiate and enter into definitive agreements for the transactions outlined in the Letter of Intent, to otherwise to embark upon the steps outlined in the Letter of Intent and to obtain all required regulatory and stock exchange approvals. For the time being, the Letter of Intent remains non-binding and may or may not result in definitive agreements or regulatory approval being reached.
Canna-Saver is a start-up, with operations of its website, www.canna-saver.com, having commenced in April 2013. To date, it has not earned substantial revenues. Through its website and other means, Canna-Saver offers coupons and deals catered to the marijuana demographic that has emerged as a result of marijuana decriminalization and legalization in certain parts of the US and elsewhere. Canna-Saver is based in Denver, Colorado, and recently won a Cannabis Industry business award for invention of the year. It has been hailed as the "Groupon of Marijuana" on CNN's Outfront, highlighted on Fox News and in High Times Magazine. Canna-Saver now intends to expand into the California and Washington State markets and will be actively seeking additional acquisitions in this space.
Canna-Saver also entered into an agreement with Tommy Chong, a well known comedian, movie star, and long time advocate for marijuana use. The agreement calls for Tommy Chong to act as the key spokesperson for the Canna-Saver.com web platform and to perform other duties to increase brand awareness for Canna-Saver.
Regarding Noble's current operations, Noble advises that it will continue to focus its attention on the vast mineral potential of its Project 81 - Block A land holdings in the Timmins-Cochrane district, and its Holdsworth Gold Oxide Sand project in the Wawa district. Both projects are located in Northern Ontario, and Noble will continue to work to advance the exploration of this property though initiatives that Noble hopes will include joint venture arrangements with senior exploration and mining partners.
About Noble Mineral Exploration Inc.
Noble Mineral Exploration Inc. is a Canadian based junior exploration company holding in excess of 72,000 hectares of mineral rights in the Timmins Cochrane areas of Northern Ontario. The Company also holds a portfolio of diversified exploration projects at various stages of exploration Gold in the Wawa area of Northern Ontario, and Uranium in Northern Saskatchewan.
More detailed information is available on the website at www.noblemineralexploration.com
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
The foregoing information may contain forward-looking statements relating to the future performance of Noble Mineral Exploration Inc. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially from the Company's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by the Company with the TSX Venture Exchange and securities regulators. Noble Mineral Exploration Inc. does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
Noble Mineral Exploration Inc.
H. Vance White, President
eMail: [email protected]
eMail: [email protected]