NOA Lithium Announces Upsize of Bought Deal LIFE Private Placement for Gross Proceeds of C$5.5 Million
NEWS RELEASE
NOA Lithium Announces Upsize of Bought Deal LIFE Private
Placement for Gross Proceeds of C$5.5 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.
November 20, 2025, Buenos Aires, Argentina – NOA Lithium Brines Inc. (TSXV: NOAL | Frankfurt:
N7N) (“NOA” or the “Company”) is pleased to announce that as a result of strong investor demand,
the Company has increased the size of its previously announced “bought deal” private placement
(the “ Underwritten Offering ”) from gross proceeds of C$4,000,000 to gross proceeds of
C$5,500,000. Pursuant to the upsized Underwritten Offering, Red Cloud Securities Inc. (“Red
Cloud”), as sole underwriter and bookrunner, has agreed to purchase for resale 21,153,847 units of
the Company (the “Units”) at a price of C$0.26 per Unit (the “Offering Price”).
Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one common
share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder to purchase one
common share of the Company (each, a “ Warrant Share”) at a price of C$ 0.40 at any time on or
before that date which is 36 months after the Closing Date (as herein defined).
The Company has granted 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 b enefit 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 Rules 72-501 are not expected
to be subject to a four-month hold period in Canada.
An amended offering document (the “Amended Offering Document”) related to the Offering will be
made available 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 Amended Offering Document
before making an investment decision.
The Offering is scheduled to close on or about December 1, 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 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 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 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 prep aration, 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.