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Nobel Resources Corp. — Capital/Financing Update 2025
Dec 18, 2025
46035_rns_2025-12-18_0d741504-7c16-4978-a67f-a8882ca6c3f2.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Nobel Resources Corp.
36 Lombard Street
Floor 4
Toronto, ON M5C 2X3
Item 2 Date of Material Change
December 17, 2025
Item 3 News Releases
A news release was issued by Nobel Resources Corp. (“Nobel” or the “Company”) on December 17, 2025, in respect of the material change and was disseminated through the facilities of GlobeNewswire and filed on SEDAR+.
Item 4 Summary of Material Changes
The Company has closed the second and final tranche of its previously announced private placement of units (the “LIFE Offering”) pursuant to which the Company has issued 4,250,000 units (the “Units”) at a price of $0.05 per Unit for aggregate gross proceeds of $212,500 (the “LIFE Second Tranche”).
The LIFE Offering has closed on a fully-subscribed basis and, in aggregate, the Company has issued thereunder 50,000,000 Units for gross proceeds of $2,500,000.
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 net proceeds of the LIFE Offering 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.
Item 5 Full Description of Material Changes
The Company has closed the second and final tranche of its LIFE Offering pursuant to which the Company has issued 4,250,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $212,500.
The LIFE Offering has closed on a fully-subscribed basis and, in aggregate, the Company has issued thereunder 50,000,000 Units for gross proceeds of $2,500,000.
Each Unit consists of one Share of the Company and one-half of one 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 December 17, 2025.
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 $14,875. In addition, the Company issued to the Agents 297,500 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 December 17, 2025.
The net proceeds of the LIFE Offering 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.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Lawrence Guy
CEO
Email: [email protected]
Phone: (647) 276-0533
Item 9 Date of Report
December 18, 2025