Libra Closes Brion Minerals Acquisition and Appoints Renowned Brazilian Mining Executive to Board

Rhea-AI Summary

Libra Energy Materials Inc. (CSE: LIBR) has successfully completed the acquisition of Brion Minerals Inc., expanding its critical minerals portfolio in Brazil. The acquisition grants Libra 100% ownership of 30 projects spanning 30,706 hectares, including 21 hard-rock lithium projects, 8 graphite projects, and 1 cobalt-nickel project.

As part of the transaction, Libra issued 4 million common shares at CAD$0.30 per share to Brion's shareholders, with a potential milestone payment of US$1.5 million if a preliminary economic assessment demonstrates a project NPV exceeding US$100 million by 2030. The company also appointed Felipe Holzhacker Alves, a renowned Brazilian mining executive and founder of Frontera Minerals, to its board of directors.

Positive

• Acquisition of 30 critical mineral projects across 30,706 hectares in Brazil
• Strategic addition of experienced Brazilian mining executive Felipe Holzhacker to the board
• Structured deal with performance-based milestone payment, protecting shareholder value
• Strong lock-up provisions ensuring long-term commitment from key shareholders

Negative

• Consideration shares locked until January 2026, limiting trading liquidity
• Significant milestone payment of US$1.5M contingent on future performance
• Projects are still in early exploration stage with no proven resources

Toronto, Ontario--(Newsfile Corp. - September 30, 2025) - Libra Energy Materials Inc. (CSE: LIBR) (FSE: W0R0) ("Libra" or the "Company") is pleased to announce that, further to its press release dated September 15, 2025, the Company has closed and acquired Brion Minerals Inc. ("Brion"), a Cayman Islands domiciled company and portfolio company of Frontera Minerals Inc. ("Frontera Minerals"), a Brazilian focused critical minerals investment, exploration and development group (the "Acquisition").

Concurrent with closing of the Acquisition, the Company is also pleased to announce that Mr. Felipe Holzhacker Alves has been appointed to the board of directors of the Company, subject to regulatory and Canadian Securities Exchange ("CSE") approvals. Mr. Holzhacker holds a BSc in Mining Engineering and a Masters in Natural Resources and Energy Policy, both from the Colorado School of Mines. He is a former board member and finance committee chairman of Trek Mining Inc., which was later sold to Equinox Gold Corp. Mr. Holzhacker was also one of the key founders in the establishment of the Brazilian Commission for Resources & Reserves, which is Brazil's equivalent to the Canadian Institute of Mining. Mr. Holzhacker served as this organization's first ever President and was the former CEO of Morro Verde Fertilizers, a Brazilian phosphate fertilizer producer focused on sustainable agriculture.

Mr. Holzhacker is founder and President of Frontera Minerals, which over the past fifteen years has successfully generated, discovered and developed several assets and mining companies in Brazil in various commodities including phosphate, graphite, limestone, magnesium, lithium and gold.

"We are thrilled to welcome Felipe Holzhacker Alves to the Libra Energy Materials Board. Our recent acquisition of Brion Minerals has expanded our presence in Brazil, and Felipe's extensive expertise and connections in the Brazilian mining sector, coupled with his proven success in advancing discoveries to operational mines, makes him an invaluable addition. His instrumental role in building successful mining companies in Brazil perfectly aligns with our mission to establish Libra as a leading force in the global lithium industry," stated Koby Kushner, Chief Executive Officer and a Director of Libra.

"I am excited to join Libra Energy Materials and contribute to its ambitious vision and long term value creation strategy. The strategic acquisition of Brion Minerals positions Libra for success in Brazil's emerging critical minerals industry. Drawing on our local experience, network and track record of successfully operating in Brazil, I am eager to collaborate with the team to drive Libra's growth and establish it as a global lithium powerhouse," said Mr. Holzhacker, Director.

The Acquisition provides Libra with a 100% interest in a diverse portfolio of critical minerals projects in Brazil, including twenty-one hard-rock lithium projects, eight graphite projects, and one cobalt-nickel project. These thirty projects together span approximately 30,706 hectares of highly prospective ground in multiple emerging critical minerals hubs across Brazil.

Figure 1: Photograph from recent site tour, showing historical workings at the Lajes Pintadas project, where pegmatites were historically mined for tantalite-columbite and beryl.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/9331/268475_2fd539c1a44a8984_001full.jpg

Acquisition Terms

Pursuant to the terms of the Acquisition, Libra acquired all of the issued outstanding shares of Brion, resulting in Brion becoming a wholly-owned subsidiary of Libra. In consideration for the Acquisition, Libra issued an aggregate of 4,000,000 common shares (the "Consideration Shares") to Brion's shareholders at a deemed price of CAD$0.30 per Consideration Share. Additionally, the Brion shareholders shall be entitled to a milestone payment of US$1,500,000, payable in cash or Libra common shares at Libra's discretion, should Libra announce a preliminary economic assessment by December 31, 2030 demonstrating a project net present value exceeding US$100 million on any mineral project located in Brazil currently controlled by Libra.

The Consideration Shares are subject to a statutory hold period and may not be traded until January 31, 2026. In addition, the Consideration Shares are subject to contractual restrictions on transfer as follows:

• 1,075,000 of the Consideration Shares shall be released on January 30, 2026;
• 537,500 of the Consideration Shares shall be released on September 30, 2026;
• 537,500 of the Consideration Shares shall be released on March 30, 2027; and
• 1,850,00 Consideration Shares are subject to a lock-up agreement on substantially identical terms as Libra's founders' voluntary pooling agreement dated as of December 31, 2024 pursuant to which an aggregate of 26,040,799 existing Libra common shares, which at Closing is expected to represent approximately 45% of the Company's then issued and outstanding common shares, are held in contractual escrow and are restricted from trading until the date upon which (i) there is a change of control of Libra; or (ii) such founders have unanimously agreed in writing to such release.

About Libra Energy Materials Inc.

Libra (CSE: LIBR) (FSE: W0R0) is a Canadian mineral exploration company focused on the discovery and development of the critical minerals necessary for the green energy transition. Libra's Flanders North, Flanders South, and SBC projects in Ontario are being explored under a CAD$33M earn-in deal with KoBold Metals Company. In addition, Libra has 100% ownership over another four lithium projects in Ontario and Quebec, Canada, as well as another twenty-one lithium projects, eight graphite projects, and one cobalt project in Brazil - an emerging critical minerals hub. The Libra team comprises a mix of seasoned executives, engineers, and geoscientists, with extensive experience in mining and mineral exploration, capital markets, asset management, energy, and First Nations engagement.

For more information, please contact the Company at:

Koby Kushner, P.Eng., CFA
Chief Executive Officer, Libra Energy Materials Inc.
e: kkushner@libraenergymaterials.com
t: 416-846-6164

Forward-Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events including, without limitation, statements relating to the assets of the Acquisition, the appointment of a new director to the Company and the expected benefits thereof. All statements other than statements of historical fact may be forward‐looking statements or information. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing general disclosure is not exhaustive nor should it be construed as such. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268475

FAQ

What did Libra Energy Materials acquire in the Brion Minerals deal?

Libra acquired 30 critical mineral projects in Brazil, including 21 lithium projects, 8 graphite projects, and 1 cobalt-nickel project, spanning approximately 30,706 hectares.

How much did Libra Energy Materials pay for Brion Minerals?

Libra issued 4 million common shares at CAD$0.30 per share, plus a potential milestone payment of US$1.5 million if certain conditions are met by 2030.

Who is Felipe Holzhacker Alves and why is his appointment significant?

Felipe Holzhacker is a renowned Brazilian mining executive, founder of Frontera Minerals, and former Trek Mining board member. His expertise in Brazilian mining operations and successful track record in developing mining assets makes him valuable for Libra's expansion in Brazil.

What are the lock-up terms for Libra's consideration shares?

The shares have a staged release schedule: 1,075,000 shares release on January 30, 2026; 537,500 shares on September 30, 2026; 537,500 shares on March 30, 2027; and 1,850,000 shares are subject to additional lock-up agreements.

What conditions trigger the US$1.5 million milestone payment in the Brion acquisition?

The milestone payment is triggered if Libra announces a preliminary economic assessment by December 31, 2030, showing a project net present value exceeding US$100 million on any Brazilian mineral project currently controlled by Libra.