Libra to Acquire Brion Minerals, Gaining Exposure to a Portfolio of Lithium and Other Energy Materials Projects in Brazil

Rhea-AI Summary

Libra Energy Materials (CSE: LIBR) has entered into a definitive agreement to acquire 100% of Brion Minerals, gaining access to 30 critical minerals projects across Brazil. The acquisition includes 21 lithium projects, 8 graphite projects, and 1 cobalt-nickel project, spanning approximately 30,706 hectares.

The transaction involves issuing 4 million Libra shares at CAD$0.30 per share, 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 shares will be subject to a phased release schedule, with portions unlocking at 4, 12, and 18 months post-closing.

The strategic acquisition diversifies Libra's portfolio across multiple Brazilian states, including Pernambuco, Rio Grande do Norte, Paraíba, Bahia, Tocantins, and Minas Gerais, positioning the company in the battery materials supply chain. The deal is expected to close by September 30, 2025.

Positive

• Portfolio expansion with 30 new critical minerals projects across Brazil
• Share-based acquisition structure preserves cash with minimal dilution
• Strategic alignment with Frontera Minerals, bringing local Brazilian expertise
• Potential milestone payment tied to project success metrics
• Year-round exploration potential in Brazil versus seasonal limitations in Canada
• Geographic diversification across multiple Brazilian states
• Access to multiple critical battery materials: lithium, graphite, and cobalt-nickel

Negative

• Assets are not considered material properties to the company at this time
• Projects are untested through drilling with no proven resources
• 4 million shares subject to lengthy lock-up periods
• Milestone payment contingent on achieving significant NPV by 2030

Toronto, Ontario--(Newsfile Corp. - September 15, 2025) - Libra Energy Materials Inc. (CSE: LIBR) (FSE: W0R0) ("Libra" or the "Company") is pleased to announce that it has entered into a definitive share exchange agreement dated September 8, 2025 (the "Agreement"), to acquire 100% of the issued and outstanding shares of Brion Minerals Inc. ("Brion"), a Cayman Islands domiciled company and portfolio company of Frontera Minerals Inc. ("Frontera"), a Brazilian focused critical minerals investment, exploration and development group (the "Acquisition").

The Acquisition, once completed, will provide 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: Brion Minerals portfolio overview.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/9331/266299_c9c68fe4944b891a_001full.jpg

Transaction Overview

Under the terms of the Agreement, Libra will acquire all of the issued outstanding shares of Brion, resulting in Brion becoming a wholly-owned subsidiary of Libra. In consideration for the Acquisition, Libra will issue an aggregate of four million (4,000,000) Libra 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 controlled by Libra.

The Consideration Shares are subject to the following contractual restrictions on transfer:

• 1,075,000 of the Consideration Shares shall be released on the date that is 4 months from Closing (as defined below);
• 537,500 of the Consideration Shares shall be released on the date that is 12 months from Closing;
• 537,500 of the Consideration Shares shall be released on the date that is 18 months from Closing; and
• 1,850,00 Consideration Shares shall be 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.

The Acquisition is expected to close on or before September 30, 2025 ("Closing"), subject to customary regulatory approvals, including the approval of the Canadian Securities Exchange (the "CSE"), and closing conditions. The Agreement represents an arm's length transaction of the Company, with no finder fees nor any fee nor commission payable.

Strategic Benefits to Libra

While the assets of the Acquisition are not considered material properties (individually or taken as a whole) to the Company at this time, the Acquisition significantly enhances Libra's growth strategy and strengthens its position in the global critical minerals market. Key benefits include:

• Exposure to an Emerging Critical Minerals Hub: The projects are located in Brazil's emerging critical minerals districts, including Pernambuco, Rio Grande do Norte, Paraíba, Bahia, Tocantins, and Minas Gerais.
• Energy Materials Diversification: The portfolio includes potential lithium, graphite, and nickel-cobalt, positioning Libra to supply critical materials for batteries, electric vehicles (EVs), and renewable energy technologies.
• Geographic Diversification: The addition of these Brazilian assets diversifies Libra's exploration portfolio across multiple countries, expanding its global footprint, and provides access to a new source of capital in Latin America.
• Accretive, Low-Cost Acquisition: The share-based transaction allows Libra to acquire a diverse portfolio of untested lithium showings with minimal dilution, while conserving cash.
• Significant Exploration Upside: The portfolio includes projects that Libra considers highly prospective, with favourable surface geology that remains untested through drilling, offering indications for new discoveries.
• Alignment with Key Shareholders: The transaction aligns Libra with key local shareholders, including Brion's principal shareholder, Frontera Minerals, a Brazilian resource focused investment and development firm with extensive local expertise and a proven track record of several mineral discoveries, developments and mine builds in Brazil over the past fifteen years, enhancing Libra's operational execution abilities in Brazil.
• Year-Round Exploration: Brazil's favorable climate enables year-round prospecting, providing a better cadence of news flow compared to Canada, where fieldwork is largely limited to summers.

"Since going public in July 2025, we have continued to execute our strategy of consolidating the lithium space through bottom-market M&A, positioning Libra to potentially become a significant contributor in the battery materials supply chain," said Koby Kushner, CEO of Libra. "The acquisition of Brion's diverse portfolio in Brazil, a proven jurisdiction where Sigma Lithium advanced from maiden resource to production in under five years despite COVID, underscores the low-cost operating environment and efficient permitting timelines that offer unique advantages within our overall portfolio. This strategic move enhances our exposure to lithium, and introduces graphite and cobalt into the mix, aligning with the global push for sustainable energy solutions."

Asset Summary

• Lithium: Brion's portfolio encompasses multiple potential lithium mineral tenements totaling ~23,000 hectares across Minas Gerais, Rio Grande do Norte, Paraíba and Pernambuco, including:
  • Penelope: A high-potential lithium - niobium - tantalum project in Minas Gerais, with top sampling results of 110 parts per million ("ppm") Li (lithium), 8,780 ppm Nb (niobium), and 10,900 ppm Ta (tantalum). Identified pegmatite bodies, extend up to 700 meters ("m") in strike with widths of 25-50 m.
  • Lajes: Noted minerals include spodumene and columbite. Pegmatites, such as Pegm 03, extend over 1.1 kilometers ("km") in strike with widths up to 20 m.
  • Lajes Pintadas: Pegmatites, spanning over 1.1 km in strike with widths around 10 m with surface samples up to 139 ppm Ta, 50 ppm Li, 88 ppm Cs , and 453 ppm Nb.
  • São Mamede: Grab samples up to of 245 ppm Nb and 526 ppm Rb. Pegmatite bodies extending over 500-600 m in strike with widths of 4-5 m, containing scheelite, beryl, and columbite.
  • Amparo: Soil geochemistry returned up to 80 ppm Li, alongside potential cassiterite (tin) mineralization.
• Graphite (Limeira and Jordania): Located in South Bahia, home to over 80 years of continued graphite production with six active mines in production. High-grade graphite samples at Limeira, up to 7.22% graphitic carbon ("Cg") with large jumbo flakes, and channel samples of 1.56% Cg over 18 m. Mineralization at Jordania confirmed at surface, with grab sample results reaching up to 19.8% Cg.
• Cobalt and Nickel (Delfinopolis): Soil geochemistry returned up to 1% Co (cobalt) and >1% Ni (nickel).

Next Steps & Additional Board Member

Libra personnel are currently conducting a site tour across Brion's lithium assets Borborema, with the goal of designing an upcoming exploration program, including geological mapping, sampling, and geophysical surveys, to prioritize targets for future drilling. Further details on the exploration strategy, and initial findings on the newly acquired assets, will be announced in the coming months. Additionally, Libra will be appointing a representative of the Brion shareholders to its board of directors upon Closing, subject to regulatory and CSE approvals.

All information contained in this news release with respect to Brion was supplied by Brion, and Libra and its directors and officers have relied on Brion for such information.

Qualified Person and Third-Party Data

The scientific and technical information in this news release has been reviewed and approved by Benjamin Kuzmich, P.Geo., VP Exploration of Libra. Mr. Kuzmich is a "qualified person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

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 its Toivo and Stimson projects in Ontario, and its Nemiscau and Wegucci projects in Quebec, Canada. 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 anticipated Closing date of the Acquisition 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/266299

FAQ

What are the terms of Libra's acquisition of Brion Minerals?

Libra will issue 4 million shares at CAD$0.30 per share and potentially pay US$1.5 million if a preliminary economic assessment shows an NPV over US$100 million by 2030.

How many projects will Libra acquire through the Brion Minerals deal?

Libra will acquire 30 projects in total, consisting of 21 lithium projects, 8 graphite projects, and 1 cobalt-nickel project, covering approximately 30,706 hectares in Brazil.

What is the lock-up period for the Consideration Shares in the Libra-Brion deal?

The shares have a phased release: 1,075,000 shares after 4 months, 537,500 after 12 months, 537,500 after 18 months, and 1,850,000 shares subject to founders' pooling agreement terms.

When is the Libra-Brion acquisition expected to close?

The acquisition is expected to close on or before September 30, 2025, subject to regulatory approvals including CSE approval.

What are the key lithium projects acquired in the Brion deal?

Key projects include Penelope in Minas Gerais (with Li-Nb-Ta mineralization), Lajes (with spodumene), Lajes Pintadas, São Mamede, and Amparo.

How will the Brion acquisition impact Libra's business strategy?

The acquisition diversifies Libra's portfolio into Brazil's critical minerals sector, expands its global footprint, and positions it in the battery materials supply chain with exposure to lithium, graphite, and cobalt-nickel resources.