Mr. Gabriel Rubacha reports
NOA LITHIUM ANNOUNCES CLOSING OF BOUGHT DEAL LIFE PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$5.9 MILLION
NOA Lithium Brines Inc. has closed its previously announced bought deal private placement for gross proceeds of $5,918,692 from the sale of 22,764,000 units of the company at a price of 26 cents per unit. Red Cloud Securities Inc. acted as sole underwriter and bookrunner under the offering.
Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company at a price of 40 cents at any time on or before Dec. 1, 2028.
The company intends to use the net proceeds from the offering for the advancement of the company's Rio Grande project in the Salta province of Argentina, as well as for general corporate purposes and working capital.
In accordance with National Instrument 45-106, Prospectus Exemptions, the units were offered: (a) by way of a private placement to purchasers resident in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (and, with the consent of the company, in Quebec) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption; (b) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended; and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
The securities issued pursuant to the sale of units to purchasers in Canada are immediately freely tradeable in accordance with applicable Canadian securities legislation. The units were offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under Alberta Securities Commission Rule 72-501 (Distributions to Purchasers Outside Alberta) and, accordingly, securities issued pursuant to the offering to purchasers outside of Canada in accordance with ASC Rules 72-501 are not subject to a four-month hold period in Canada.
In consideration for its services, Red Cloud received an aggregate cash commission of $250,929.12 and 965,112 broker warrants. Each broker warrant shall be exercisable for one common share of the company at a price of 40 cents per common share at any time on or before Dec. 1, 2028. The broker warrants and broker warrant shares are subject to a statutory hold period in accordance with applicable Canadian securities law and may not be traded until April 2, 2026, except as permitted by applicable securities legislation and the policies of the TSX Venture Exchange.
NOA's chief executive officer, Gabriel Rubacha, states: "We are satisfied with the strong interest shown in this financing. We would like to thank Clean Elements for its continued support and commitment to the company, as evidenced by its participation in this placement. We will continue advancing the development of our flagship Rio Grande project, with the goal of taking it to feasibility and then production in the shortest possible time. We are confident that the recent trend toward recovery in lithium prices, which appears to be gradually materializing, will facilitate the achievement of our goals and objectives."
Clean Elements Ltd. subscribed for 5.77 million units under the offering on the same terms as arm's-length investors. Clean Elements owns 31.4 per cent of the issued and outstanding common shares of the company on a non-diluted basis and 34.65 per cent of the outstanding common shares on a fully diluted basis (assuming the exercise of all warrants issued to Clean Elements). The participation of Clean Elements in the offering constitutes a related party transaction for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the offering in reliance on sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101, as no securities of the company are listed or quoted on the specified markets and neither the fair market value of the securities issued to Clean Elements nor the fair market value of the consideration for the securities issued to Clean Elements exceeds 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101. The company did not file a material change report more than 21 days before the expected closing date of the offering as the aforementioned insider participation had not been confirmed at that time and the company wished to close the offering as expeditiously as possible.
The securities issued to Clean Elements will be subject to a four-month-and-one-day hold period in accordance with the policies of the TSX-V.
There is an amended offering document related to the offering available under the company's SEDAR+ profile and on the company's website.
The closing of the offering remains subject to the final approval of the TSX-V.
About NOA Lithium Brines Inc.
NOA is a lithium exploration and development company formed to acquire assets with significant resource potential. All NOA's projects are located in the heart of the prolific Lithium Triangle, in the mining-friendly province of Salta, Argentina, near a multitude of projects and operations owned by some of the largest players in the lithium industry. NOA has rapidly consolidated one of the largest lithium brine claim portfolios in this region that is not owned by a producing company, with key positions on three prospective salars, being Rio Grande, Arizaro and Salinas Grandes, and totalling over 140,000 hectares.
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