NOA Lithium Brines S.A. entered into a letter of intent to acquire Navion Capital Inc. (TSXV:NAVN.P) for $14 million in a reverse merger transaction on May 17, 2022. NOA Lithium Brines S.A. entered into a binding definitive agreement to acquire Navion Capital Inc. in a reverse merger transaction on August 4, 2022. In connection with the Transaction, the parties anticipate completing a brokered and/or non-brokered private placement of between 20,000,000 and 30,000,000 subscription receipts of NOA (NOA Subscription Receipt Financing); and the company anticipates completing a non-brokered private placement of up to 1,500,000 subscription receipt of the company (Company Subscription Receipt). NOA's current share structure consists of 5,179,673 outstanding registered non-endorsable common shares in the capital of NOA (each a "NOA Share"). Pursuant to the Business Combination Agreement, Navion will acquire all of the issued and outstanding securities of NOA so as to maintain a share proportion of ten (10) Navion Shares to one (1) NOA Share held in the Resulting Issuer by the respective shareholders at a deemed price of $0.25 per share, being 51,796,730 NOA Shares. Following the Closing, the NOA Shareholders will hold an aggregate of 56,000,000 Resulting Issuer shares, representing 60.8% of the issued and outstanding Resulting Issuer shares on an undiluted basis. 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. In connection with the closing of the Transaction, it is anticipated that the Company (Resulting Issuer) will change its name to "NOA Lithium Brines Inc." As of December 8, 2022, Navion Shareholders appointed Hernan Zaballa, Taj Singh, Gabriel Rubacha, John Miniotis, Peter Hughes and Richard Steed as directors of the Resulting Issuer.

The completion of the Transaction is subject to a number of conditions, including but not limited to the entering into of the Business Combination Agreement, each of NOA and the Company having completed the NOA Subscription Receipt Financing and the Company Subscription Receipt Financing, respectively, satisfactory due diligence reviews, approval by both boards of directors, approval of the shareholders of both the companies, regulatory and TSXV acceptance, third party approval, and if applicable pursuant to TSXV Requirements, and majority of the minority shareholder approval. The Transaction is also subject to the execution of a definitive agreement and other closing conditions customary for a transaction of this nature. On October 28, 2022, the Company completed a non-brokered financing of 1,500,000 subscription receipts “Company Subscription Receipt Financing”) of the Company. The deal is expected to close on or before January 31, 2023, or such later date as agreed to by Navion and the Corporation.

TSX Trust Company acted as transfer agent to Navion. Richard Steed of Tingle Merrett LLP acted as legal advisor to both Navion and NOA. Davidson & Company LLP acted as accountant to Navion while Crowe MacKay LLP acted as accountant to NOA. Odyssey Trust Company acted as transfer agent to Navion Capital Inc.