Navion Announces Closing of Subscription Receipt Financing and Provides Update on Closed NOA Lithium Debenture Financing & More Trending News


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CALGARY, AB / ACCESSWIRE / January 25, 2023 / Navion Capital Inc. (TSXV:NAVN.P) (the “Company” or “Navion“), a capital pool firm listed on the TSX Venture Exchange (the “TSXV“), is happy to offer an replace, additional to its press releases dated June 16, 2022, August 12, 2022 and January 10, 2023, relating to sure financings and its qualifying transaction with NOA Lithium Brines S.A. (“NOA“), with regard to the acquisition by the Company of all of the issued and excellent securities of NOA and the reverse take over of Navion by NOA (the “Transaction“).

The Transaction is meant to represent 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 topic to situation precedents within the share alternate settlement that was entered into on August 4, 2022 and amended November 15, 2022 (the “Definitive Agreement“), approval of the TSXV and different closing situations customary for a transaction of this nature. The ensuing issuer of the Transaction will carry on the enterprise of NOA (“Resulting Issuer“) and it’s anticipated that the frequent shares of the Resulting Issuer (the “Resulting Issuer Shares“) will likely be listed for buying and selling on the TSXV.

Navion Listing Subscription Receipt Financing

Navion is happy to announce that it has closed a non-brokered personal placement of 9,984,464 subscription receipts (the “Navion Listing Subscription Receipts“) at a worth of CDN $0.30 per Navion Listing Subscription Receipt, for gross proceeds of $2,995,339, with $83,239 to be paid in money and 262,298 dealer warrants (on the identical phrases because the Navion Listing Subscription Receipt Warrants) to be supplied to PI Financial Corp., Haywood Securities Inc., Stephen Avenue Securities, Canaccord Genuity Corp., Research Capital Corporation, Richardson Wealth and Echelon Capital Partners on the date of the conversion of the Navion Listing Subscription Receipts as finder’s charges in reference to this financing, and this financing and the mentioned finder’s charges are topic to TSXV approval. Each Navion Listing Subscription Receipt is comprised of one Navion share and one Navion share buy warrant (the “Navion Listing Subscription Receipt Warrant“), with every Navion Listing Subscription Receipt Warrant being exercisable at a worth of $0.50 at any time inside thirty (30) months from the date of issuance (the “Navion Listing Subscription Receipt Financing“). Upon completion of the Transaction and satisfaction of the escrow launch situations in accordance with the phrases of a subscription receipt settlement, and with none additional motion on the half of the holder or fee of any extra consideration, every Navion Listing Subscription Receipt will routinely convert and be exchanged for one Resulting Issuer Share and one Resulting Issuer share buy warrant with the identical financial phrases as set forth above.

NOA Debenture Financing

Further to the Company’s press launch of January 10, 2023, early this month NOA closed and issued $3,064,285 combination principal quantity of NOA debentures (“NOA Debentures“) by approach of a non-brokered personal placement providing, with $106,729 of this combination principal quantity paid by NOA to Zaphiros S.A. and Patricio Milic as finder’s charges for the NOA Debentures, which such finder’s charges are topic to TSXV approval. Inconnection with this financing, NOA, the debenture holders and the Company every entered right into a debt acquisition and securities issuance settlement, whereby, conditional on closing of the Transaction, the Company has agreed to accumulate the rights and obligations from the debenture holders in alternate for the issuance of Company items at a deemed worth of $0.25 per unit, with every unit being comprised of one Company share and one Company warrant, and the warrant could also be exercised at a worth of CDN $0.50 by the holder at any time from the date of issuance till 24 months from the Closing of the Transaction.

Use of Proceeds

Net proceeds of the Navion Listing Subscription Receipt Financing will likely be held in escrow pending completion of the Transaction.

It is anticipated that web proceeds of the NOA Listing Subscription Receipt Financing and the NOA Debentures will likely be used: (i) to fund the marketing strategy of the Resulting Issuer; (ii) for bills associated to the Transaction; and (iii) for common company functions and future working capital of the Resulting Issuer. Although the Resulting Issuer intends to make use of the web proceeds of the NOA Listing Subscription Receipt Financing and NOA Debentures as described herein, the precise allocation of proceeds might differ from the makes use of set forth herein, relying on future operations or unexpected occasions or alternatives.

Trading Suspended

In accordance with the insurance policies of the TSXV, buying and selling within the Company Shares is at the moment suspended and will stay suspended till completion of the Transaction. The Company intends to use to the TSXV for reinstatement of buying and selling of the Company Shares in reference to the Transaction and anticipates receiving such reinstatement upon closing of the Transaction.

Further Information

The Company will present additional particulars in respect of the Transaction in the end by approach of subsequent information launch(s) and the Company will make out there to the TSXV all info, together with monetary info, as could also be requested or required by the TSXV.

All info contained on this information launch with respect to the Company and NOA was provided by the respective occasion, for inclusion herein, with out unbiased evaluate by the opposite occasion, and every occasion and its administrators and officers have relied on the opposite occasion for any info regarding the different occasion.

The completion of the Transaction is topic to a quantity of situations, together with however not restricted to completion of the NOA Listing Subscription Receipt Financing, approval of every of the Company and NOA shareholders, regulatory and TSXV acceptance, and if relevant pursuant to TSXV Requirements, and majority of the minority shareholder approval. Where relevant, the Transaction can not shut till the required shareholder approval is obtained.

Investors are cautioned that, besides as disclosed within the submitting assertion to be ready in reference to the Transaction, any info launched or obtained with respect to the Transaction might not be correct or full and shouldn’t be relied upon. Trading within the securities of a capital pool firm must be thought of extremely speculative.

Neither the TSXV nor the TSX has in any approach handed upon the deserves of the proposed Transaction and has neither accredited nor disapproved the contents of this information launch.

This information launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any of the securities within the United States. The securities haven’t been and won’t be registered beneath the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities legal guidelines and might not be supplied or offered throughout the United States or to U.S. individuals until registered beneath the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is out there.

About Navion Capital Inc.

Navion is a capital pool firm listed on the TSXV. The Company’s principal enterprise exercise is to determine and consider alternatives for the acquisition of belongings or companies. The Company was included on October 18, 2017 and has its registered workplace in Calgary, Alberta.

About NOA Lithium Brines S.A.

NOA Lithium Brines has gathered a big portfolio of potential initiatives at main lithium brine salars (salt lakes) and is concentrated on advancing its materials initiatives: the Rio Grande Project and the Arizaro Project, and the Salinas Grandes Project. All NOA claims are positioned within the South American “Lithium Triangle,” essentially the most prolific area on the planet for lithium deposits (containing over 50% of world’s lithium reserves), and all of NOA’s claims are positioned in Salta Province in northwest Argentina, well-known as one of essentially the most mining-friendly jurisdictions worldwide. NOA has a declare bundle portfolio totaling roughly 100,000 hectares, one of the biggest lithium brine land portfolios on this area not owned by a serious.

For Further Information Contact:

Navion Capital Inc.
Peter Hughes
Telephone: (604) 802-7372
Email: [email protected]

NOA Lithium Brines S.A.
Taj Singh
President and Chief Executive Officer
Email: [email protected]

Cautionary Note Regarding Forward-Looking Statements

Certain statements and info herein, together with all statements that aren’t historic details, comprise forward-looking statements and forward-looking info throughout the which means of relevant securities legal guidelines. Such forward-looking statements or info embrace however aren’t restricted to statements or info with respect to: the coming into into and the phrases and situations of the Definitive Agreement and completion of the transactions contemplated therein; the use of web proceeds from the NOA Listing Subscription Receipt Financing and NOA Debentures; receipt of TSXV approval; the main points of any securities issuances, conversions, exchanges or cancellations; the anticipated administrators, officers and insiders of the Resulting Issuer; and the closing of the Transaction. Often, however not all the time, forward-looking statements or info will be recognized by the use of phrases comparable to “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the damaging of these phrases or such variations thereon or comparable terminology are meant to determine forward-looking statements and info.

With respect to forward-looking statements and info contained herein, the Company and NOA have made quite a few assumptions together with amongst different issues, assumptions about common enterprise and financial situations of NOA and the market wherein it operates. The foregoing record of assumptions is just not exhaustive.

Although administration of the Company and NOA imagine that the assumptions made and the expectations represented by such statements or info are affordable, there will be no assurance that forward-looking statements or info herein will show to be correct. Forward-looking statements and info by their nature are primarily based on assumptions and contain identified and unknown dangers, uncertainties and different components which can trigger precise outcomes, efficiency or achievements, or trade outcomes, to be materially totally different from any future outcomes, efficiency or achievements expressed or implied by such forward-looking statements or info. These components embrace, however aren’t restricted to: dangers regarding the receipt of all requisite approvals for the Transaction, together with the approval of shareholders and the TSXV; dangers related to the enterprise of NOA; the availability and demand for labour and different venture inputs; modifications in commodity costs; modifications in curiosity and foreign money alternate charges; dangers regarding unanticipated operational difficulties (together with failure of know-how or processes to function in accordance with specs or expectations, value escalation, unavailability of supplies and tools, authorities motion or delays within the receipt of authorities approvals, industrial disturbances or different job motion, and unanticipated occasions associated to well being, security and environmental issues); modifications basically financial situations or situations within the monetary markets; modifications in legal guidelines; dangers associated to the direct and oblique impression of COVID-19 together with, however not restricted to, its impression on common financial situations, the flexibility to acquire financing as required; and different danger components as detailed infrequently. The Company and NOA don’t undertake to replace any forward-looking info, besides in accordance with relevant securities legal guidelines.


SOURCE: Navion Capital Inc.

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Navion Announces Closing of Subscription Receipt Financing and Provides Update on Closed NOA Lithium Debenture Financing

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Navion Announces Closing of Subscription Receipt Financing and Provides Update on Closed NOA Lithium Debenture Financing

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Navion Announces Closing of Subscription Receipt Financing and Provides Update on Closed NOA Lithium Debenture Financing

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