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Navion Provides Update on the Qualifying Transaction with NOA Lithium, the NOA Debenture Financing and Announces the Navion Subscription Receipt Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES...
About this update from Noa Lithium Brines Inc
[{"type":"text","content":"Navion Provides Update on the Qualifying Transaction with NOA Lithium, the NOA Debenture Financing and Announces the Navion Subscription Receipt OfferingNOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESCALGARY, AB / ACCESSWIRE / January 10, 2023 / Navion Capital Inc. (TSXV: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 releases dated June 16, 2022 and August 12, 2022, regarding 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.Company Subscription Receipt FinancingOn October 28, 2022, the Company completed a non-brokered financing of 1,500,000 subscription receipts (the \"Company Subscription Receipt Financing\") of the Company (each, a \"Company Subscription Receipt\") at a price of CDN $0.10 per Company Subscription Receipt for aggregate proceeds of CDN $150,000, with each Company Subscription Receipt consisting of one Company Share and one common share purchase warrant (\"Company Subscription Receipt Warrant\") of the Company. Each Company Subscription Receipt Warrant is exercisable into one Company Share at a price of CDN $0.20 at anytime within 24 months from the date of issuance. Upon completion of the Transaction and satisfaction of the escrow release conditions in accordance with the terms of a subscription receipt agreement, and with...