Navion Announces Closing of 2nd Tranche of Subscription Receipt Financing
NAVION ANNOUNCES CLOSING OF
2nd TRANCHE OF SUBSCRIPTION RECEIPT FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
February 17, 2023, Calgary, Alberta – Navion Capital Inc. (TSX.V: NAVN.P) (the “ Company” or “ Navion”), a
capital pool company listed on the TSX Venture Exchange (the “TSXV”), is pleased to provide an update, further to
its press release dated January 25, 2023 , regarding the subscription receipt financing disclosed therein and its
qualifying transaction with NOA Lithium Brines S.A. (“NOA”), with regard to the acquisition by the Company of all
of the issued and outstanding securities of NOA and the reverse take over of Navion by NOA (the “Transaction”).
The Transaction is intended to constitute the Company’s qualifying transaction (the “ Qualifying Transaction ”)
pursuant to Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSXV Corporate Finance Manual (the “TSXV
Manual”). The Transaction is subject to condition precedents in the share exchange agreement that was entered into
on August 4, 2022 and amended November 15, 2022 (the “Definitive Agreement”), approval of the TSXV and other
closing conditions customary for a transaction of this nature. The resulting issuer of the Transaction will carry on the
business of NOA (“ Resulting Issuer ”) and it is anticipated that the common shares of the Resulting Issuer (the
"Resulting Issuer Shares") will be listed for trading on the TSXV.
2nd Tranche Navion Listing Subscription Receipt Financing
Navion is pleased to announce that it has closed the 2nd tranche of its a non-brokered private placement of 8,311,403
subscription receipts (the “ Navion Listing Subscription Receipts ”) at a price of CDN $0.30 per Navion Listing
Subscription Receipt, for gross proceeds of $2,493,420, with $132,049 to be paid in cash and to be provided to Rubén
Jabib and Tomas De Pablos on the date of the conversion of the Navion Listing Subscription Receipts, as finder’s fees
in connection with this financing, and this financing and the said finder’s fees are subject to TSXV approval . Each
Navion Listing Subscription Receipt is comprised of one Navion share and one Navion share purchase warrant (the
“Navion Listing Subscription Receipt Warrant ”), with each Navion Listing Subscription Receipt Warrant being
exercisable at a price of $0. 50 at any time with in thirty (30) months from the date of issuance ( the “2nd Tranche
Navion Listing Subscription Receipt Financing ”). Upon completion of the Transaction and satisfaction of the
escrow release conditions in accordance with the terms of a subscription receipt agreement, and without any further
action on the part of the holder or payment of any additional consideration, each Navion Listing Subscription Receipt
will automatically convert and be exchanged for one Resulting Issuer Share and one Resulting Issuer share purchase
warrant with the same economic terms as set forth above.
Use of Proceeds
Net proceeds of the 2nd Tranche Navion Listing Subscription Receipt Financing will be held in escrow pending
completion of the Transaction.
It is anticipated that net proceeds of the 2nd Navion Listing Subscription Receipt Financing will be used: (i) to fund
the business plan of the Resulting Issuer; (ii) for expenses related to the Transaction; and (iii) for general corporate
purposes and future working capital of the Resulting Issuer. Although the Resulting Issuer intends to use the net
proceeds of the 2nd Tranche Navion Listing Subscription Receipt Financing as described herein, the actual allocation
of proceeds may vary from the uses set forth herein, depending on future operations or unfores een events or
opportunities.
Trading Suspended
In accordance with the policies of the TSXV, trading in the Company Shares is currently suspended and will remain
suspended until completion of the Transaction. The Company intends to apply to the TSXV for reinstatement of trading
of the Company Shares in connection with the Transaction and anticipates receiving such reinstatement upon closing
of the Transaction.
Further Information
The Company will provide further details in resp ect of the Transaction in due course by way of subsequent news
release(s) and the Company will make available to the TSXV all information, including financial information, as may
be requested or required by the TSXV.
All information contained in this news release with respect to the Company and NOA was supplied by the respective
party, for inclusion herein, without independent review by the other party, and each party and its directors and officers
have relied on the other party for any information concerning the other party.
The completion of the Transaction is subject to a number of conditions, including but not limited to, approval of each
of the Company and NOA shareholders, regulatory and TSXV acceptance, and if applicable pursuant to TSXV
Requirements, and majority of the minority shareholder approval. Where applicable, the Transaction cannot close until
the required shareholder approval is obtained.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the
Transaction, any information released or received with respect to the Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Neither the TSXV nor the TSX has in any way passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this news release.
This news release does not constitute an offer to sell or a solicitation of an of fer to buy any of the securities in the
United States. 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 state securities laws and may not be offered or sol d within the United
States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
About Navion Capital Inc.
Navion is a capital pool company listed on t he TSXV. The Company's principal business activity is to identify and
evaluate opportunities for the acquisition of assets or businesses. The Company was incorporated on October 18, 2017
and has its registered office in Calgary, Alberta.
About NOA Lithium Brines S.A.
NOA Lithium Brines has accumulated a large portfolio of prospective projects at major lithium brine salars (salt lakes)
and is focused on advancing its material projects: the Rio Grande Project and the Arizaro Project, and the Salinas
Grandes Project. All NOA claims are located in the South American “Lithium Triangle,” the most prolific region in
the world for lithium deposits (containing over 50% of world’s lithium reserves), and all of NOA’s claims are located
in Salta Province in nor thwest Argentina, well -known as one of the most mining -friendly jurisdictions worldwide.
NOA has a claim package portfolio totaling approximately 100,000 hectares, one of the largest lithium brine land
portfolios in this region not owned by a major.
For Further Information Contact:
Navion Capital Inc.
Peter Hughes
Director
Telephone: (604) 802-7372
Email: [email protected]
NOA Lithium Brines S.A.
Taj Singh
President and Chief Executive Officer
Email: [email protected]
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information herein, including all statements that are not historical facts, contain forward -
looking statements and forward-looking information within the meaning of applicable securities laws. Such forward -
looking statements or information include but are not limited to statements or information with respect to: the entering
into and the terms and conditions of the Definitive Agreement and completion of the transactions contemplated therein;
the use of net proceeds from the 2nd Tranche Navion Listing Subscription Receipt Financing; receipt of TSXV approval;
the details of any securities issuances, conversions, exchanges or cancellations; the anticipated directors, officers and
insiders of the Resulting Issuer; and the closing of the Transaction. Often, but not always, forward-looking statements
or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend",
"expect", "plan", "predict", "may" or "should" and the negative of the se words or such variations thereon or
comparable terminology are intended to identify forward-looking statements and information.
With respect to forward -looking statements and information contained herein, the Company and NOA have made
numerous assumptions including among other things, assumptions about general business and economic conditions
of NOA and the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of the Company and NOA believe that the assumptions made and the expectations represented
by such statements or information are reasonable, there can be no assurance that forward -looking statements or
information herein will prove to be accurate. Forward -looking statements and information by their na ture are based
on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results,
performance or achievements, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or information. These factors include, but are
not limited to: risks relating to the receipt of all requisite approvals for the Transaction, including the approval of
shareholders and the TSXV; r isks associated with the business of NOA; the supply and demand for labour and other
project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to
unanticipated operational difficulties (including failure o f technology or processes to operate in accordance with
specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays
in the receipt of government approvals, industrial disturbances or other job act ion, and unanticipated events related
to health, safety and environmental matters); changes in general economic conditions or conditions in the financial
markets; changes in laws; risks related to the direct and indirect impact of COVID -19 including, but n ot limited to,
its impact on general economic conditions, the ability to obtain financing as required; and other risk factors as detailed
from time to time. The Company and NOA do not undertake to update any forward -looking information, except in
accordance with applicable securities laws.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED
IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.