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BUENOS AIRES, ARGENTINA / ACCESS Newswire / December 1, 2025 / NOA Lithium Brines Inc. (TSXV:NOAL,OTC:NLIBF)(Frankfurt:N7N) (“NOA” or the “Firm“) is happy to announce the closing of its beforehand introduced “purchased deal” personal placement (the “Providing“) for gross proceeds of C$5,918,692 from the sale of twenty-two,764,000 models of the Firm (the “Models“) at a value of C$0.26 per Unit (the “Providing Worth“). Purple Cloud Securities Inc. (“Purple Cloud“) acted as sole underwriter and bookrunner below the Providing.
Every Unit consists of 1 widespread share of the Firm (every, a “Unit Share“) and one widespread share buy warrant (every, a “Warrant“). Every Warrant entitles the holder to buy one widespread share of the Firm (every, a “Warrant Share“) at a value of C$0.40 at any time on or earlier than December 1, 2028.
The Firm intends to make use of the web proceeds from the Providing for the development of the Firm’s Rio Grande Mission within the Salta Province of Argentina, in addition to for basic company functions and dealing capital.
In accordance with Nationwide Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the Models have been supplied: (a) by means of a personal placement to purchasers resident within the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (and, with the consent of the Firm, in Québec) pursuant to the listed issuer financing exemption below Half 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Sure Circumstances of the Listed Issuer Financing Exemption; (b) in america or to, or for the account or advantage of, U.S. individuals, by means of personal placement pursuant to the exemptions from the registration necessities supplied for below america Securities Act of 1933, as amended (the “U.S. Securities Act“); and (c) in jurisdictions exterior of Canada and america on a personal placement or equal foundation, in every case in accordance with all relevant legal guidelines, supplied that no prospectus, registration assertion or different related doc is required to be filed in such jurisdiction.
The securities issued pursuant to the sale of Models to purchasers in Canada are instantly freely tradeable in accordance with relevant Canadian securities laws. The Models have been supplied to purchasers exterior of Canada pursuant to an exemption from the prospectus necessities in Canada out there below Alberta Securities Fee Rule 72-501 (Distributions to Purchasers Outdoors Alberta) (“ASC Rule 72-501“) and, accordingly, securities issued pursuant to the Providing to purchasers exterior of Canada in accordance with ASC Guidelines 72-501 should not topic to a four-month maintain interval in Canada.
In consideration for his or her providers, Purple Cloud acquired an combination money fee of C$250,929.12 and 965,112 dealer warrants (the “Dealer Warrants“). Every Dealer Warrant shall be exercisable for one widespread share of the Firm (a “Dealer Warrant Share“) at a value of C$0.40 per widespread share at any time on or earlier than December 1, 2028. The Dealer Warrants and Dealer Warrant Shares are topic to a statutory maintain interval in accordance with relevant Canadian securities regulation and will not be traded till April 2, 2026, besides as permitted by relevant securities laws and the insurance policies of the TSX Enterprise Alternate (the “TSXV“).
NOA’s Chief Government Officer Gabriel Rubacha states: “We’re glad with the sturdy curiosity proven on this financing. We wish to thank Clear Parts for its continued assist and dedication to the Firm, as evidenced by its participation on this placement. We’ll proceed advancing the event of our flagship Rio Grande mission, with the aim of taking it to feasibility after which manufacturing within the shortest doable time. We’re assured that the latest development towards restoration in lithium costs, which seems to be step by step materializing, will facilitate the achievement of our targets and goals”.
Clear Parts Ltd. (“Clear Parts“) subscribed for five,770,000 Models below the Providing on the identical phrases as arm’s size traders. Clear Parts owns 31.4% of the issued and excellent widespread shares of the Firm on a non-diluted foundation and 34.65% of the excellent Frequent Shares on a fully-diluted foundation (assuming the train of all Warrants issued to Clear Parts). The participation of Clear Parts within the Providing constitutes a “associated celebration transaction” for the needs of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101“). The Firm is exempt from the necessities to acquire a proper valuation or minority shareholder approval in reference to the Providing in reliance on sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101, as no securities of the Firm are listed or quoted on the desired markets and neither the honest market worth of the securities issued to Clear Parts nor the honest market worth of the consideration for the securities issued to Clear Parts exceeds 25% of the Firm’s market capitalization as calculated in accordance with MI 61-101. The Firm didn’t file a fabric change report greater than 21 days earlier than the anticipated deadline of the Providing because the aforementioned insider participation had not been confirmed at the moment and the Firm wished to shut the Providing as expeditiously as doable.
The securities issued to Clear Parts shall be topic to a four-month and at some point maintain interval in accordance with the insurance policies of the TSXV.
There may be an amended providing doc (the “Amended Providing Doc“) associated to the Providing out there below the Firm’s SEDAR+ profile at www.sedarplus.ca and on the Firm’s web site at www.noalithium.com.
The closing of the Providing stays topic to the ultimate approval of the TSXV.
The securities supplied within the Providing haven’t been, and won’t be, registered below the U.S. Securities Act or any U.S. state securities legal guidelines, and will not be supplied or bought in america or to, or for the account or advantage of, United States individuals absent registration or any relevant exemption from the registration necessities of the U.S. Securities Act and relevant U.S. state securities legal guidelines. This information launch shall not represent a proposal to promote or the solicitation of a proposal to purchase securities in america, nor shall there be any sale of the securities in any jurisdiction through which such supply, solicitation or sale can be illegal.
About NOA Lithium Brines Inc.
NOA is a lithium exploration and growth firm shaped to amass belongings with important useful resource potential. All NOA’s tasks are situated within the coronary heart of the prolific Lithium Triangle, within the mining-friendly province of Salta, Argentina, close to a mess of tasks and operations owned by a number of the largest gamers within the lithium trade. NOA has quickly consolidated one of many largest lithium brine declare portfolios on this area that’s not owned by a producing firm, with key positions on three potential salars, being Rio Grande, Arizaro, and Salinas Grandes, and totalling over 140,000 hectares.
On Behalf of the Board of Administrators,
Gabriel Rubacha
Chief Government Officer and Director
For Additional Data
Web site: www.noalithium.com
Electronic mail: information@noalithium.com
Phone: +54-Sept. 11-5060-4709
Various Phone: +1-403-571-8013
Cautionary Word Relating to Ahead-Wanting Statements
This information launch incorporates forward-looking statements and different statements that aren’t historic info. Ahead-looking statements are sometimes recognized by phrases equivalent to “will”, “could”, “ought to”, “anticipate”, “expects” and related expressions. Ahead-looking statements on this information launch embrace, with out limitation, statements relating to the ultimate approval of the Providing by the TSX Enterprise Alternate, the meant use of proceeds from the Providing and sure issues relating to the Amended Providing Doc. All statements apart from statements of historic truth, included on this information launch are forward-looking statements that contain dangers and uncertainties. There will be no assurance that such statements will show to be correct and precise outcomes and future occasions might differ materially from these anticipated in such statements. Necessary components that might trigger precise outcomes to vary materially from the Firm’s expectations embrace the anticipated manufacturing and/or outcomes of a water nicely, additional brine course of testing and exploration and different dangers detailed every now and then within the filings made by the Firm with securities regulators. The reader is cautioned that assumptions used within the preparation of any forward-looking info could show to be incorrect. Occasions or circumstances could trigger precise outcomes to vary materially from these predicted, on account of quite a few identified and unknown dangers, uncertainties, and different components, lots of that are past the management of the Firm. The reader is cautioned to not place undue reliance on any forward-looking info. Such info, though thought-about affordable by administration on the time of preparation, could show to be incorrect and precise outcomes could differ materially from these anticipated. Ahead-looking statements contained on this information launch are expressly certified by this cautionary assertion. The forward-looking statements contained on this information launch are made as of the date of this information launch and the Firm will replace or revise publicly any of the included forward-looking statements as expressly required by relevant regulation.
Neither TSX Enterprise Alternate nor its Regulation Providers Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Alternate) accepts accountability for the adequacy or accuracy of this launch. No securities regulatory authority has reviewed nor accepts accountability for the adequacy or accuracy of the content material of this information launch.
SOURCE: NOA Lithium Brines Inc.
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