Star Metro - NOA Lithium Announces Amended Warrant Terms and Implementation of Warrant Incentive Program

Warrant Terms Amended

The Warrants have a current exercise price of $0.221 and the Company will amend the exercise price of the Warrants to $0.20 only during the Incentive Exercise Period (defined below), and will extend the expiry date of the Warrants by one (1) additional year from the original expiry date, subject to the terms of the Incentive Program and following receipt of TSXV acceptance of the proposed amended terms of the Warrants. All other terms of the Warrants will remain the same.

Warrant Incentive Program

The Company is pleased to concurrently announce the implementation of the Incentive Program pursuant to which the Company will offer holders of all the outstanding Warrants the opportunity to exercise each of their outstanding Warrants between November 11, 2026 at 9:00 a.m. (Calgary time) and December 16, 2026 at and 5:00 p.m. (Calgary time) (the "Incentive Exercise Period"). For any Warrants duly exercised during the Incentive Exercise Period, each holder will receive one common share in the capital of the Company (each a "Common Share") pursuant to the terms of the Warrants, plus as an additional incentive common share purchase warrant (an "Incentive Warrant"), at no additional subscription cost, which entitles the holder to acquire one common share of the Company at an exercise price of $0.22, being the closing market price of the Common Shares on the TSXV on the trading day immediately preceding the commencement of the Incentive Exercise Period, subject to TSXV pricing requirements, for a period of three (3) years from the date of the issuance of the Incentive Warrant. The Company anticipates issuing the Incentive Warrants as and upon due exercise of the Warrants. A Warrant holder may elect to exercise all, none, or a portion of their outstanding Warrants, subject to insider participation limits described below.

The Warrants which remain unexercised following the completion of the Incentive Exercise Period will continue to be exercisable on the existing exercise price of $0.221 per common share immediately prior to the implementation of the Incentive Program but will have their expiry date extended by one (1) year from the original expiry date to a new expiry date of May 8, 2028, June 3, 2028, and June 9, 2028 respectively, and no further Incentive Warrants will be granted on any exercise of such Warrants following the completion of the Incentive Exercise Period.

Instructions for Warrant holders to Participate

Holders of Warrants who elect to participate in the Incentive Program will be required to deliver the following to the Company or its designated warrant agent, for receipt before 5:00 p.m. (Calgary time) on December 16, 2026:

• a duly completed and executed exercise form, in the form which accompanies the Warrant certificate representing the outstanding Warrants;
• the original certificate or a permitted electric certificate representing the outstanding Warrants being exercised;
• the applicable aggregate exercise price (based on the amended exercise price of $0.20) payable to the Company by way of certified cheque, money order, bank draft, or wire transfer in lawful money of Canada; and
• any other required eligibility, consent or supporting documents that may be requested by the Company's warrant agent.

Exercise documents and payments must be delivered to the Company and wire transfer instructions are available from the Company. Holders exercising through a broker or other intermediary should allow sufficient time for processing before the deadline.

The proceeds from the early exercise of the outstanding Warrants will be used to advance the Company's projects Rio Grande project and for general working capital.

Incentive Warrants, if issued, and any common shares issuable on the exercise thereof, will be subject to a statutory hold period of four months and one day from the date of issuance of the Incentive Warrants.

The amended terms of the Warrants and the Incentive Program are both subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSXV.

Related Party Disclosure

Certain directors and officers of the Company hold an aggregate of 5,074,235 (5.5%) of the Warrants eligible to participate in the Incentive Program and a significant shareholder and Control Person (as defined by the TSXV) that would be considered "related parties" of the Company for purposes of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101") holds an aggregate of 79,411,764 (87%) of the Warrants eligible to participate in the Incentive Program (collectively, the "Insiders"). The Insiders are expected to participate in the Incentive Program, and the TSXV has granted a waiver whereby the Insiders are eligible to exercise, in aggregate, up to a maximum of 30% of the total Warrants outstanding, being 27,393,762 Warrants at an exercise price of $0.20 per common share, and if exercised in full, Insiders would be issued an aggregate of 27,393,762 Incentive Warrants. The issuance of the Incentive Warrants to the Insiders would be considered a related party transaction pursuant to MI 61-101. However, the issuance of the Incentive Warrants to the related parties would be exempt from the formal valuation and minority shareholder approval requirement pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, because the fair market value of the Incentive Warrants issued to related parties will not exceed 25% of the Company's market capitalization.

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 release contains "forward looking information" or "forward-looking statements" within the meaning of Canadian securities laws, which may include, but are not limited to statements relating to receipt of TSXV acceptance of the proposed amended terms of the Warrants, receipt of TSXV acceptance of the proposed Incentive Program and participation by any holder, including the Insiders, of Warrants in the Incentive Program. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions. Such factors include, among other things: risks and uncertainties relating to exploration and development, the ability of the Company to obtain additional financing, the need to comply with environmental and governmental regulations, fluctuations in the prices of lithium and other commodities, operating hazards and risks inherent in the resource industry, competition and other risks and uncertainties, including those described in the Company's financial statements and/or management discussion and analysis available on www.sedarplus.ca. The Company does not undertake to update forward looking statements or forward-looking information, except as required by 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.

SOURCE: NOA Lithium Brines Inc.

View the original press release on ACCESS Newswire

S.Lapointe--SMC