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.
On October 14, 2024, the Investor
and NOA entered into an investor rights agreement (the "Investor
Rights Agreement") pursuant to which, among other things, the
Investor was granted: (i) the right to nominate three
representative to the board of directors of the NOA, resulting in
the number of directors on the Company board increasing from five
directors to six directors; (ii) the right to participate in future
equity financings of NOA; and (iii) certain other rights as
described in the Investor Rights Agreement, provided that the
Investor maintains certain ownership thresholds in NOA and
satisfies certain other conditions. The Investor Rights Agreement
further provides that, for a period of 18 months following the
closing of the Private Placement, the Investor has agreed to: (i)
take all action at its disposal to ensure the current management of
NOA (being Hernan Zaballa,
Gabriel Rubacha and Estanislao Zaballa) remain in their positions;
and (ii) vote its common shares for any resolution seeking the
election of the director nominees put forward by the current
management.
The Form 62-103F1 – Required Disclosure under the Early Warning
Requirements associated with this news
release can be obtained
from SEDAR+ at www.sedarplus.ca.
Contact:
Ofer Amir: +972544927777
The TSX Venture Exchange has not
reviewed, approved or disapproved the contents of this
press release.
SOURCE Clean Elements Ltd.