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BUENOS AIRES, ARGENTINA / ACCESS Newswire / November 11, 2025 / NOA Lithium Brines Inc. (TSXV:NOAL,OTC:NLIBF)(Frankfurt:N7N) ("NOA" or the "Company") is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. ("Red Cloud"), as sole underwriter and bookrunner, pursuant to which Red Cloud has agreed to purchase for resale 15,384,616 units of the Company (the "Units") at a price of C$0.26 per Unit (the "Offering Price") on a "bought deal" basis in a private placement for gross proceeds of approximately C$4,000,000 (the "Underwritten Offering").
Each Unit will consist of one common share of the Company (each, a "Unit Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.40 at any time on or before that date which is 36 months after the Closing Date (as herein defined).
The Company will grant to Red Cloud an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 3,846,154 Units at the Offering Price for additional gross proceeds of up to approximately C$1,000,000 (the "Over-Allotment Option"). The Underwritten Offering and the securities issuable upon exercise of the Over-Allotment Option shall be collectively referred to as the "Offering".
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.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units will be 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 Québec) 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 (the "U.S. Securities Act"); 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 to be issued pursuant to the sale of Units to purchasers in Canada are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation. The Units will be 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) ("ASC Rule 72-501") and, accordingly, securities issued pursuant to the Offering to purchasers outside of Canada in accordance with ASC Rule 72-501 are not expected to be subject to a four-month hold period in Canada.
There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website at www.noalithium.com. Prospective investors should read this Offering Document before making an investment decision.
The Offering is scheduled to close on or about November 20, 2025 (the "Closing Date"), or such other date as the Company and Red Cloud may agree. Completion of the Offering is subject to certain conditions, including but not limited to, the receipt of all necessary approvals, including the approvals of the TSX Venture Exchange.
The securities offered in the Offering have not been, and will not be, registered under 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, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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.
On Behalf of the Board of Directors,
Gabriel Rubacha
Chief Executive Officer and Director
For Further Information
Website: www.noalithium.com
Email: info@noalithium.com
Telephone: +54-9-11-5060-4709
Alternative Telephone: +1-403-571-8013
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. Forward-looking statements in this news release include, without limitation, statements regarding the Offering, the closing of the Offering, the anticipated closing date of the Offering, the intended use of proceeds from the Offering and certain matters regarding the Offering Document. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the completion of the Offering on the terms and timeline as announced or at all, the Company's expected use of proceeds from the Offering, the Company's objectives, goals or future plans, anticipated production and/or results of a water well, further brine process testing and exploration and other risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No securities regulatory authority has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release.
SOURCE: NOA Lithium Brines Inc.
View the original press release on ACCESS Newswire
