Navion Capital Inc. announced a brokered/ non brokered private placement of between 20,000,000 and 30,000,000 subscription receipts of the company at a price of CAD 0.25 per NOA subscription receipt , subject to market conditions, for aggregate gross proceeds of between CAD 5,000,000 and CAD 7,500,000 on August 12, 2022. Each NOA subscription receipt is anticipated to be comprised of one NOA share and one NOA share purchase warrant, with each NOA subscription receipt warrant being exercisable at a price of CAD 0.50 at any time with twenty-four 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 without any further action on the part of the holder or payment of any additional consideration, each NOA subscription receipt will automatically convert and be exchanged for one resulting issuer share and one resulting issuer share purchase warrant with the same economic terms as set forth above, subject to adjustments.

In connection to the financing, compensation may be provided as a cash commission to be negotiated on a percentage of the aggregate gross proceeds raised and/or the issuance of such number of broker warrants of NOA to be negotiated on the basis of the number of NOA subscription receipts issued pursuant to the NOA subscription receipt financing. Upon completion of the Transaction, the NOA broker warrants will be exchanged for broker warrants of the resulting issuer. In connection to the transaction, certain finders may receive a cash commission to be negotiated on a percentage of the aggregate gross proceeds raised and/or a number of securities to be negotiated on the basis of the number of NOA subscription receipts issued pursuant to the NOA subscription receipt financing.