Noble Plains Uranium signs acquisition LOI at C$0.125 per share
Eagle Nuclear would issue 0.0167 shares for each Noble Plains share, with a definitive agreement still to be negotiated.
Mara Quinlan
Noble Plains Uranium Corp. CVENOBL OTCMKTSNBLXF said on Wednesday it signed a binding letter of intent for a proposed acquisition at an indicated C$0.125 per share. Holders would receive 0.0167 shares of Eagle Nuclear Energy Corp. NASDAQNUCL for each share, making the consideration's value dependent on Eagle's share price.
The latest available CVENOBL quote showed C$0.075 on the TSX Venture Exchange at 2:59 p.m. EST on Oct. 30, before Wednesday's announcement.
Noble Plains' Nov. 4 release put the premium at approximately 92 per cent against its Oct. 29 closing price of C$0.065. That comparison uses the company's stated offer value, while the proposed exchange ratio fixes the number of Eagle shares holders would receive.
The letter of intent is dated Oct. 30 and gives the parties 60 days for reciprocal due diligence and negotiations toward a definitive arrangement agreement. The acquisition would proceed through a court-approved arrangement in British Columbia, with Noble Plains becoming Eagle's wholly owned subsidiary if completed.
Noble Plains is a U.S.-focused uranium explorer and developer with the Duck Creek and Shirley Central projects in Wyoming. Eagle's July 20 corporate update described its business as combining the Aurora uranium project in southeastern Oregon with access to small modular reactor technology.
"Eagle Nuclear's offer follows a site visit, a review of our technical data and meetings with our team," Noble Plains chief executive Drew Zimmerman said in the release.
The Nov. 4 announcement says Eagle will make available a secured bridge loan of up to C$500,000 while the transaction advances. The letter of intent includes a reciprocal US$400,000 break fee, while the definitive agreement is expected to contain reciprocal termination fees and a right for Eagle to match a superior proposal.
The companies expect 89,631,808 Noble Plains shares outstanding immediately before closing. At the stated exchange ratio, those shares would translate into approximately 1.5 million Eagle shares, with the final amount depending on the pre-closing share count.
Outstanding Noble Plains options are expected to become replacement Eagle options, with share numbers and exercise prices adjusted for the exchange ratio. Warrants are expected to remain outstanding under their existing terms and become exercisable for the corresponding Eagle shares after completion.
Approval would require at least two-thirds of votes cast by Noble Plains shareholders and a separate majority excluding votes required to be excluded under minority-protection rules. The letter also provides six-month resale restrictions on 60 per cent of Eagle shares issued to Noble Plains directors, officers and shareholders identified by Eagle.
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Noble Plains anticipates holding the special shareholder meeting in the first quarter of 2027.
