NOA Lithium Announces Closing of Bought Deal LIFE Private Placement for Gross Proceeds of C$5.9 Million

NEWS RELEASE

NOA Lithium Announces Closing of Bought Deal LIFE Private

Placement for Gross Proceeds of C$5.9 Million

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE,

PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN

PART, IN OR INTO THE UNITED STATES.

December 1, 2025, Buenos Aires, Argentina – NOA Lithium Brines Inc. (TSXV: NOAL | Frankfurt:

N7N) (“NOA” or the “Company”) is pleased to announce the closing of its previously announced

“bought deal” private placement (the “Offering”) for gross proceeds of C$5,918,692 from the sale of

22,764,000 units of the Company (the “Units”) at a price of C$ 0.26 per Unit (the “Offering Price”).

Red Cloud Securities Inc. (“ Red Cloud ”) acted as sole underwriter and bookrunner under the

Offering.

Each Unit consists of one common share of the Company (each, a “Unit Share”) and one common

share purchase warrant (each, a “ Warrant”). Each Warrant entitle s 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 December 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 (“NI 45-106”), 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

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 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) (“ASC Rule 72-501”) 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 their services, Red Cloud received an aggregate cash commission of

C$250,929.12 and 965,112 broker warrants (the “Broker Warrants”). Each Broker Warrant shall be

exercisable for one common share of the Company (a “Broker Warrant Share”) at a price of C$0.40

per common share at any time on or before December 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 (the “TSXV”).

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. (“ Clean Elements”) subscribed for 5,770,000 Units under the Offering on the

same terms as arm’s length investors. Clean Elements owns 31.4% of the issued and outstanding

common shares of the Company on a non -diluted basis and 34.65% 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 (“MI 61 -101”). 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% 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 TSXV.

There is an amended offering document (the “Amended Offering Document”) related to the Offering

available under the Company’s SEDAR+ profile at www.sedarplus.ca and on the Company’s website

at www.noalithium.com.

The closing of the Offering remains subject to the final approval of the TSXV.

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 pe rsons 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: [email protected]

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 final approval of the Offering by the TSX Venture

Exchange, the intended use of proceeds from the Offering and certain matters regarding the

Amended 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 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.