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NEO Battery Materials Ltd. ("NEO" or the "Company") (TSXV: NBM,OTC:NBMFF) (OTC: NBMFF), a low-cost, silicon-enhanced battery manufacturer enabling high-performance capabilities for drones, robotics, and physical AI, is pleased to announce that it intends to complete a non-brokered private placement offering pursuant to the "listed issuer financing exemption" (the "LIFE Offering") under Part 5A of National Instrument 45-106 Prospectus Exemptions ("NI 45-106"), as amended (the "Listed Issuer Financing Exemption").
The Company intends to complete the LIFE Offering through the issuance of up to 25,000,000 units of the Company (each, a "Unit") at a price of $0.24 per Unit (the "Offering Price") for up to aggregate gross proceeds of $6,000,000. Each Unit will consist of one common share of the Company (each, a "Common Share") and one non-transferable common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share at a price of $0.36 per Common Share for a period of 36 months following the Closing Date (as defined herein).
The net proceeds from the LIFE Offering are expected to be used to advance the Company's commercial battery manufacturing operations in South Korea, including the installation of additional cell assembly equipment at its 3.2-acre battery expansion factory, to advance the performance, qualification, and production of the Company's drone and robotics battery cells and packs, and for general working capital.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units sold pursuant to the LIFE Offering will be offered to purchasers resident in all provinces and territories of Canada pursuant to the Listed Issuer Financing Exemption and in certain offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws. Subject to the rules and policies of the TSXV, the securities issued under the LIFE Offering will not be subject to resale restrictions in accordance with applicable Canadian securities laws.
There is an offering document related to the LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.neobatterymaterials.com. Prospective investors should read this offering document before making an investment decision. It is expected that closing of the LIFE Offering will take place on or about August 13, 2026, or such other date(s) as may be determined by the Company (the "Closing Date"). The LIFE Offering may close in one or more tranches. Closing of the LIFE Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.
The Company may compensate certain eligible finders in connection with the LIFE Offering and may pay a cash commission of up to 6% of the gross proceeds raised from purchasers introduced by such finders and may issue finder's warrants/options equal to up to 6% of the number of Units sold to such purchasers. Each finder's warrant/option will be exercisable to acquire one Common Share at a price of $0.24 for a period of 36 months.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About NEO Battery Materials Ltd.
NEO Battery Materials is a Canadian-South Korean battery technology company focused on developing and producing silicon-enhanced lithium-ion batteries in drones, robotics, physical AI, electric vehicles, and energy storage systems. With a patent-protected, low-cost silicon manufacturing process, NEO Battery enables longer-running and ultra-fast charging properties and provides end-to-end battery solutions from materials selection, cell architecture, and process optimization. The Company aims to be a globally-leading producer of high-performance lithium-ion batteries and materials, building a secure, robust battery supply chain for Western manufacturers. For more information, please visit the Company's website at: https://www.neobatterymaterials.com/.
On Behalf of the Board of Directors
Spencer Huh
Director, President, and CEO
This news release includes certain forward-looking statements as well as management's objectives, strategies, beliefs and intentions. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified notably by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: volatile stock prices; the general global markets and economic conditions; the possibility of write-downs and impairments; the risk associated with the research and development of battery-related technologies; the risk associated with the effectiveness and feasibility of battery material, electrode, and cell technologies that have not yet been tested or proven on commercial scale or under real-world operating conditions; the risks associated with battery-related manufacturing process scale-up, including maintaining consistent material, component, and cell quality, production yields, and process reproducibility at a pilot, semi-commercial, or commercial scale; the risks associated with compatibility of existing battery chemistries, formulations, components, or designs; unforeseen risks associated with entering into and maintaining collaborations, joint ventures, partnerships, or commercial contracts with battery cell manufacturers, original equipment manufacturers, and various companies in the global battery and downstream end-user supply chain; the risks associated with the failure to develop and produce commercially viable battery-related products or that technical goals may not be achieved within expected timelines or budgets under a joint development or collaboration; the risks associated with the Company's technologies and products not meeting performance requirements or customer specifications; the risks that prototype and pilot-scale products do not advance into commercially produced products or translate into commercial orders; the risk associated with battery components and cell purchase orders and offtake supply that may not be fulfilled in full, on time, or at all as actual revenue realization depends on delivery schedules, achievement of technical milestones, and customer acceptance and validation; the risk associated with losing official vendor registration or status with existing customers; counterparty risk upon delivery of prototype and commercial products; the risks associated with constructing, completing, securing, and financing pilot, semi-commercial, and commercial battery materials, components, and cell manufacturing facilities including the Canadian and South Korean facilities; the risks associated with potential delays or increased costs with site preparation, equipment procurement and installation, and facility commissioning; the risks associated with integrating silicon anode material production, electrode manufacturing, and cell assembly within a single operational cluster or the Company's business portfolio; the risks associated with supply chain disruptions or cost fluctuations in raw materials, processing chemicals, and additive prices, impacting production costs and commercial viability; the risks associated with uninsurable risks arising during the course of research, development and production; competition faced by the Company in securing experienced personnel, contracts and sales, and financing; access to adequate infrastructure and resources to support battery materials, components, and cell research and development activities; the risks associated with changes in the technology regulatory regime governing the Company; the risks associated with the timely execution of the Company's strategies and business plans; the risks associated with the lithium-ion battery industry and end-users' demand and adoption of the Company's silicon anode technology and battery products; market adoption and integration challenges, including the difficulty of incorporating silicon anodes and silicon battery products within battery manufacturers and OEMs' systems; the risks associated with the various environmental and political regulations the Company is subject to; risks related to regulatory and permitting delays; the reliance on key personnel; liquidity risks; the risk of litigation; risk management; and other risk factors as identified in the Company's recent Financial Statements and MD&A and in recent securities filings for the Company which are available on www.sedarplus.ca. Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, continued R&D and commercialization activities, no material adverse change in precursor, raw material, equipment, and relevant cost prices, development and commercialization plans to proceed in accordance with plans and such plans to achieve their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding the Company's business, operations, research and development, and commercialization plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this presentation, and the Company does not undertake to update such forward-looking information except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE NEO Battery Materials Ltd.
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