Early Warning Notice Regarding NOA Lithium Brines Inc.

In This Article:

This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

TORONTO, Dec. 11, 2024 /CNW/ - Clean Elements Ltd. (the "Investor") reports that it has acquired 79,411,764 units (the "Units") of NOA Lithium Brines Inc. (TSXV: NOAL) (FSE: N7N) ("NOA" or the "Issuer") from the Issuer on a private placement basis (the "Offering") at a price of $0.17 per Unit for aggregate gross proceeds to the Issuer of $13,500,000. The Units were acquired on December 9, 2024 pursuant to the terms previously announced by the Issuer (see NOA news release dated October 15, 2024).

Each Unit consisted of one common share and one common share purchase warrant (each a "Warrant"). Each Warrant is exercisable to acquire one common share of the Issuer (each a "Warrant Share") at a price of $0.221 per Warrant Share for a period of 30 months from the closing of the Offering.

For informational purposes only, the Investor was duly approved as a Control Person of the Issuer (as that term is defined in the TSX Venture Exchange Corporate Finance Manual) at a shareholder meeting held by the Issuer on December 4, 2024.

Prior to the completion of the Offering, the Investor did not own directly, and indirectly any securities of the Issuer. As at the date hereof, the Investor now owns and controls, on a direct and indirect basis (and in the aggregate), a total of 79,411,764 common shares of the Issuer and 79,411,764 Warrants, representing approximately 34.7% of the Issuer's currently issued and outstanding common shares on a non-diluted basis and 51.5% on a partially diluted basis.

The Units were acquired by the Investor for investment purposes. The Investor may acquire additional securities of the Issuer dispositions (subject to the terms of the Investor Rights Agreement, as defined below), either on the open market or through private acquisitions, or sell securities of the Issuer, either on the open market or through private dispositions (subject to the terms of the Investor Rights Agreement), in the future depending on market conditions, reformulation of plans and/or other relevant factors.