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Noble Mineral Exploration Inc. M&A Activity 2026

Apr 7, 2026

44905_rns_2026-04-07_b80ff17a-668a-4329-a5aa-38ea8e1d972c.pdf

M&A Activity

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LETTER OF TRANSMITTAL

WITH RESPECT TO THE COMMON SHARES OF NOBLE MINERAL EXPLORATION INC.

This Letter of Transmittal is for use by registered holders ("Noble Registered Shareholders") of common shares (the "Noble Shares") of Noble Mineral Exploration Inc. ("Noble") in connection with the proposed plan of arrangement (the "Arrangement") involving Noble pursuant to which, among other things, Noble will reorganize its share capital and a share exchange will take place under which each shareholder of Noble (other than a shareholder who exercises the right to dissent in respect of the Arrangement Resolution) will ultimately be entitled to receive a one-for-one number of common shares in Noble (the "New Noble Shares") and a pro-rata share of 9,000,000 common shares of Homeland Nickel Inc. (the "Homeland Shares") held by Noble based on its holdings in Noble immediately prior to the Effective Time of the Arrangement, which is to be considered at the special meeting of Noble Shareholders to be held on May 7, 2026, or any adjournment(s) or postponement(s) thereof (the "Meeting").

Noble Shareholders are referred to the Notice of Special Meeting and Management Information Circular (the "Circular") prepared in connection with the Meeting that accompanies this Letter of Transmittal. The terms and conditions of the Arrangement are incorporated by reference in this Letter of Transmittal and capitalized terms used but not defined in this Letter of Transmittal that are defined in the Circular have the meaning set out in the Circular. You are encouraged to carefully review the Circular in its entirety.

TSX TRUST COMPANY (THE "DEPOSITARY")

(SEE BELOW FOR ADDRESS AND TELEPHONE NUMBER)

OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL BE ABLE

TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL

This Letter of Transmittal is for use by Noble Registered Shareholders only and is not to be used by beneficial holders of Noble Shares ("Beneficial Shareholders"). A Beneficial Shareholder does not have Noble Shares registered in its name; rather, such Noble Shares are held by an intermediary on its behalf. If you are a Beneficial Shareholder, you should contact your intermediary for instructions and assistance in delivering your certificates and/or Direct Registrations Statements ("DRS") representing Noble Shares and receiving consideration for such Noble Shares.

On the Effective Date, shareholders of Noble (other than a Dissenting Shareholders) will be entitled to receive one New Noble Share for each Noble Share held by them immediately prior to the Effective Time and a pro-rata share of 9,000,000 Homeland Shares held by Noble based on their holdings in Noble immediately prior to the Effective Time of the Arrangement. Subject to the approval of the Arrangement by Noble's shareholders and by the Ontario Superior Court of Justice (Commercial List) and certain other conditions described in the Circular, the Effective Date is anticipated to occur within a few days after the Meeting. Please refer to the Circular for details.

Noble Shareholders are not entitled to receive fractional Homeland Shares in connection with the Arrangement. The number of Homeland Shares to be transferred to Noble Shareholders shall be rounded down to the next whole number and no payment will be made in respect of such a fractional share.

In order for Noble Registered Shareholders to receive New Noble Shares and Homeland Shares for their Noble Shares, Noble Registered Shareholders are required to deposit with the Depositary the certificates or copies of the DRS (or the DRS account number) representing the Noble Shares held by them. This Letter of Transmittal, properly completed and duly executed, together with all other required


documents, must accompany all certificates or DRS for Noble Shares (the "Deposited Shares") deposited for New Noble Shares and Homeland Shares pursuant to the Arrangement.

Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Noble Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner.

Please note that the delivery of this Letter of Transmittal, together with your Noble Share certificate(s) or a copy of your DRS, does not constitute a vote on the Arrangement. To exercise your right to vote at the Meeting you must attend the Meeting in person or complete and return the form of proxy that accompanied the Circular to Noble's transfer agent and registrar, TSX Trust Company (the "Transfer Agent"), all in accordance with the directions set forth in the Circular.


DIRECTION

TO: TSX TRUST COMPANY at the office set out herein
AND TO: Noble Mineral Exploration Inc.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned hereby deposits with the Depositary the enclosed certificate(s) and a copy of DRS (or the DRS Account Number) representing Deposited Shares, details of which are as follows:

Certificate Number(s) OR DRS Account Number Name(s) in which Registered Number of Noble common shares Represented by Certificate/DRS Account Number
TOTAL

(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above form.)


REPRESENTATIONS AND WARRANTIES

The undersigned hereby represents and warrants to Noble and the Depositary that:

  • the undersigned is the registered owner of the Deposited Shares and has full power and authority to deposit, sell, assign and transfer such Deposited Shares and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Deposited Shares, or any interest therein, to any other person;
  • the undersigned, or the person on whose behalf the Deposited Shares are being deposited, has good title to and is the beneficial owner of the Deposited Shares, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others;
  • the undersigned has the full power and authority to execute and deliver this Letter of Transmittal and all information inserted into this Letter of Transmittal by the undersigned is complete and accurate;
  • the delivery of Noble Shares by the undersigned under this Letter of Transmittal does not violate any laws applicable to the undersigned; and
  • unless the undersigned shall have revoked this Letter of Transmittal by notice in writing received by the Depositary prior to the Effective Date, the undersigned will not, prior to the Effective Time, transfer or permit to be transferred any of its Noble Shares.

The enclosed share certificate(s) and/or DRS are hereby surrendered in exchange for DRS representing New Noble Shares on a one-for-one basis and Homeland Shares on a pro-rata basis of 9,000,000 Homeland Shares held by Noble as further detailed in the Circular.

No fractional Homeland Shares shall be transferred and no payment shall be made in respect of such a fractional share. The number of Homeland Shares to be transferred shall be rounded down to the next whole number.

Noble Registered Shareholders who do not deliver their certificates or DRS representing Noble Shares and all other documents required by the Depositary on or before the sixth anniversary of the Effective Date shall lose their rights to the Noble Shares, including the right to receive New Noble Shares and Homeland Shares, and will not be paid any cash or other compensation.

The undersigned hereby covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the deposit of the Deposited Shares.

The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Noble Shares being transmitted. No subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the transmitted Noble Shares.

If the Arrangement is not completed or proceeded with, the enclosed certificate(s) and DRS in respect of the Deposited Shares and all other ancillary documents will be returned forthwith to the undersigned at the address set out below or, if no instructions are given, to the address if any, of the undersigned as appears on the share register maintained by the Transfer Agent.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and each of the heirs, personal representatives, successors and assigns of the undersigned shall be deemed to have required that any contract in connection with the delivery of the New Noble Shares and the Homeland Shares pursuant to the Arrangement through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language.


En raison de l'utilisation d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

| ### BOX A

PAYMENT AND DELIVERY INSTRUCTIONS

ISSUE the New Noble Shares and Homeland Shares in the name of:
(please print or type)

(Name)

(Street Address and Number)

(City and Province or State)

(Country and Postal (Zip) Code)

(Telephone – Business Hours)

(Social Insurance / Security Number)

(Identification Number)
U.S. residents/citizens must provide their Taxpayer Identification Number | ### BOX B

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if the New Noble Shares and Homeland Shares to which the undersigned is entitled under the Arrangement is to be sent to someone other than the person shown in Box A or to an address other than the address shown in Box A

(Name)

(Street Address and Number)

(City and Province or State)

(Country and Postal (Zip) Code)

(Telephone – Business Hours)

(Social Insurance / Security Number)

(Identification Number)
U.S. residents/citizens must provide their Taxpayer Identification Number) |
| --- | --- |

BOX C – SPECIAL PICK-UP INSTRUCTIONS

☐ hold for pick-up at the office of the Depositary where Noble Shares were deposited


| BOX D – SIGNATURE GUARANTEE

Signature guaranteed by
(if required under Instruction 3):


Authorized Signature


Name of Guarantor (please print or type)


Address (please print or type)


Area Code and Telephone Number | BOX E – SIGNATURE

Dated: _______


(Street Address and Number)


(Signature of any joint holder)


(Name of Noble Registered Shareholder)


(Name of authorized representative) |
| --- | --- |


INSTRUCTIONS

1. Use of Letter of Transmittal

(a) Noble Registered Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal.

(b) This Letter of Transmittal duly completed and signed (or an originally signed facsimile copy thereof) together with accompanying certificate(s) and DRS (being collectively, the “Certificates”) representing the Noble Shares and all other required documents must be sent or delivered to the Depositary at the address set out on the back of this Letter of Transmittal.

(c) The method used to deliver this Letter of Transmittal and any accompanying Certificates representing Noble Shares and all other required documents is at the option and risk of the Noble Registered Shareholder, and delivery will be deemed effective only when such documents are actually received by the Depositary. Noble recommends that the necessary documentation be hand delivered to the Depositary at the address set out on the back of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Noble Registered Shareholders whose Noble Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Noble Shares. Delivery to an address other than to the specified address does not constitute delivery for this purpose.

(d) Noble reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.

2. Signatures

(a) This Letter of Transmittal must be completed and signed by the holder of Noble Shares or by such holder's duly authorized representative.

(b) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying Certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such Certificate(s) without any change whatsoever, and the Certificate(s) need not be endorsed. If such deposited Certificate(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

(c) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying Certificate(s) or DRS (or certificate(s)) representing New Noble Shares and Homeland Shares are to be issued to a person other than the registered owner(s):

(i) such deposited Certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and

(ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the Certificate(s) and must be guaranteed as noted in paragraph 3 below of these Instructions.

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Noble Shares, or if the Arrangement is not completed and the accompanying certificate(s) or DRS is to be returned to a person other than such registered owner(s), or sent to an address other than the address of the registered owner(s) as shown on the registers of our transfer agent, or if the New Noble Shares or the Homeland Shares are to be issued or transferred in a name other than the registered owner(s), such signature must be guaranteed by an Eligible Institution (see below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An “Eligible Institution” means a Canadian Schedule I chartered bank, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority, Inc. or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Noble or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

5. Delivery Instructions

All DRS (or share certificates) for New Noble and Homeland Shares (the “Consideration” shares) to be issued in exchange for the Deposited Shares will be issued in the name of the person indicated in Box A and delivered to the address indicated in Box A (unless another name and/or address has been provided in Box B). If any DRS (or share certificates) for Consideration Shares are to be held for pick-up at the offices of the Depositary, complete Box C. If neither Box A nor Box B is completed, any DRS (or


share certificates) for Consideration Shares issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and, unless Box C is completed, will be mailed to the address of the registered holder of the Deposited Shares as it appears on the register of Noble.

Any DRS (or share certificates) mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

6. Lost Certificates

If a certificate representing Noble Shares has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary and/or the Transfer Agent will respond with replacement requirements (which may include bonding requirement) for payment of the consideration in accordance with the Arrangement.

7. Return of Certificates

If the Arrangement does not proceed for any reason, any DRS or certificate(s) for Noble Shares received by the Depositary will be returned to you forthwith in accordance with the delivery instructions given pursuant to Box A, Box B or Box C, as applicable, or failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register of Noble.

8. Miscellaneous

(a) If the space on this Letter of Transmittal is insufficient to list all DRS and certificates for Noble Shares, additional DRS accounts and certificate numbers and number of Noble Shares may be included on a separate signed list affixed to this Letter of Transmittal.

(b) If Noble Shares are registered in different forms (e.g., "John Doe" and "J. Doe") a separate Letter of Transmittal should be signed for each different registration.

(c) No alternative, conditional or contingent deposits of Noble Shares will be accepted and no fractional New Noble Shares or Homeland Shares will be issued. Additional copies of the Letter of Transmittal may be obtained from the Depositary at the address set out on the back of this Letter of Transmittal.

(d) This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

(e) Before completing this Letter of Transmittal, you are urged to read the accompanying Circular and discuss any questions with financial, legal and/or tax advisors.

9. Privacy Notice

TSX Trust Company, the Depositary, is committed to protecting your personal information. In the course of providing services to you and its corporate clients, the Depositary receives non-public personal information about you – from transactions they perform for you, forms you send to them, other communications they have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. The Depositary uses this to administer your account, to better serve your and its clients' needs and for other lawful purposes relating to its services. The Depositary has prepared a Privacy Code to tell you more about its information practices and how your privacy is protected. It is available by writing to the Depositary at 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Chief Compliance Officer. TSX Trust Company will use the information you are providing on this form in order to process your request and will treat your signature(s) on this form as your consent to the above.


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TMX | TSX Trust

The Depositary is:

TSX Trust Company

By Registered Mail, Mail, Hand or Courier

Toronto

301 - 100 Adelaide Street West

Toronto, Ontario

M5H 4H1

Attention: Corporate Actions

Inquiries

North American Toll Free: 1-866-600-5869

Telephone: 416-342-1091

E-Mail: [email protected]

Any questions and requests for assistance may be directed by Noble Registered Shareholders to the Depositary at the telephone number and location set out above.