Mr. Gabriel Rubacha reports

NOA LITHIUM ANNOUNCES AMENDED WARRANT TERMS AND IMPLEMENTATION OF WARRANT INCENTIVE PROGRAM

NOA Lithium Brines Inc. intends to amend the exercise price and term of an aggregate of 91,312,541 outstanding common share purchase warrants of the company that were issued as part of private placements on Nov. 8, 2025, Dec. 2, 2025, and Dec. 9, 2025, and, at this time, has arranged a warrant exercise incentive program for these warrants, subject to TSX Venture Exchange approval.

Warrant terms amended

The warrants have a current exercise price of 22.1 cents and the company will amend the exercise price of the warrants to 20 cents only during the incentive exercise period (defined below) and will extend the expiry date of the warrants by one additional year from the original expiry date, subject to the terms of the incentive program and following receipt of TSX-V 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 Nov. 11, 2026, at 9 a.m. Calgary time and Dec. 16, 2026, at 5 p.m. Calgary time. For any warrants duly exercised during the incentive exercise period, each holder will receive one common share in the capital of the company pursuant to the terms of the warrants, plus as an additional incentive common share purchase warrant, at no additional subscription cost, which entitles the holder to acquire one common share of the company at an exercise price of 22 cents, being the closing market price of the common shares on the TSX-V on the trading day immediately preceding the commencement of the incentive exercise period, subject to TSX-V pricing requirements, for a period of three 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 warrantholder 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 22.1 cents per common share immediately prior to the implementation of the incentive program but will have their expiry date extended by one 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 warrantholders 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 p.m. Calgary time on Dec. 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 20 cents, payable to the company by way of certified cheque, money order, bank draft or wire transfer in lawful money of Canada);
• 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 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 TSX-V.

Related party disclosure

Certain directors and officers of the company hold an aggregate of 5,074,235 (5.5 per cent) of the warrants eligible to participate in the incentive program and a significant shareholder and control person (as defined by the TSX-V) that would be considered related parties of the company for purposes of Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions, holds an aggregate of 79,411,764 (87 per cent) of the warrants eligible to participate in the incentive program. The insiders are expected to participate in the incentive program, and the TSX-V has granted a waiver whereby the insiders are eligible to exercise, in aggregate, up to a maximum of 30 per cent of the total warrants outstanding, being 27,393,762 warrants at an exercise price of 20 cents 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 per cent 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.

We seek Safe Harbor.