LibertyStream Announces Closing of Non-Brokered Private Placement of Units

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

DALLAS--(BUSINESS WIRE)-- LibertyStream Infrastructure Partners Inc. (TSXV: LIB | OTCQB: VLTLF | FSE: I2D) (“LibertyStream” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement of up to 25,000,000 units of the Company (each, a “Unit”) at a price of C$0.80 for aggregate gross proceeds of up to C$20,000,000 (the “Offering”).

Pursuant to the Offering, the Company issued 25,000,000 Units at a price of C$0.80 per Unit for aggregate gross proceeds of C$20,000,000.

Each Unit is comprised of one share of common stock in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to purchase one additional Common Share at an exercise price of C$1.10 for a period of 24 months from the closing of the Offering.

Certain insiders of LibertyStream and their affiliates, including Alex Wylie, President and Chief Executive Officer of the Company, participated in the Offering in the amount of C$2,178,912, which participation constitutes “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be purchased by insiders, nor the consideration for the securities to be paid by such insiders, will exceed 25% of the Company's market capitalization. As closing of the Offering occurred within 21 days of the announcement of the Offering, the Company did not file a material change report in respect of the related party transaction at least 21 days before the closing. The Company deemed this circumstance reasonable in order to complete the Offering in an expeditious manner. The Offering was unanimously approved by the Company’s board of directors. Further information regarding the interest in the Offering of every related party and the effect that the Offering will have on their percentage of securities of the Company will be provided in a material change report of the Company.

The net proceeds from the Offering will be used to continue to develop the Company’s direct lithium extraction technology to improve operating efficiencies; continue the scale-up of its lithium carbonate production facilities in the Midland Basin in Texas; create avenues to provide lithium carbonate and other lithium product samples to potential future customers and off-takers; and for general working capital and corporate purposes.

In connection with the Offering, the Company paid the following finder’s fees to registered investment dealers and exempt market dealers (each, an “Eligible Broker”) in connection with sales by such Eligible Brokers in connection with the Offering: (i) cash commissions of C$171,384; and (ii) issued 214,230 non-transferable compensation warrants. Each compensation warrant entitles the Eligible Broker to acquire one Unit at a price of C$1.10 for a period of two years from the date of issuance.

All securities issued pursuant to the Offering: (i) to Canadian investors are subject to a statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws plus a U.S. restricted period of 12 months from the closing date of the Offering under Regulation S of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) such that during such restricted period, (a) no sales may be made to U.S. Persons (as that term is defined under Regulation S) for one year from the closing date of the Offering, and (b) for sales to non-U.S. Persons, the buyer must be bound to the same; and (ii) sold in the United States will be “restricted securities” as defined under Rule 144 of the U.S. Securities Act, which may mean, for example, that the securities may be required to be held for 12 months from the closing date of the Offering before they are traded to a U.S. Person and such trades will be subject to other conditions and, for trades to non-U.S. Persons, the buyer must agree to be bound to the restrictions set forth above for Regulation S. Insiders purchasing securities under the Offering are also be subject to the TSX Venture Exchange hold period.

The Units, Common Shares, Warrants, compensation warrants, and Common Shares underlying the Warrants and compensation warrants, have not been registered under the U.S. Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Units have been offered and sold in the United States to accredited investors (each, a “U.S. Accredited Investor”) meeting one or more of the criteria in Rule 501(a) of Regulation D under the U.S. Securities Act by way of a private placement pursuant to an exemption from the registration requirements under the U.S. Securities Act and applicable state securities laws. Units offered and sold in the United States shall be issued as “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Each investor should consult with its own legal, tax, financial and other advisors regarding the potential consequences of any investment decision and independently evaluate the merits and risks of such decision in light of its own circumstances.

In connection with the sale of Units, the Company agreed that the Company will file a registration statement with the United States Securities and Exchange Commission (the “SEC”) to register for resale the Common Shares underlying the Units, including the Common Shares issuable upon exercise of the Warrants, within five business days following a listing of the Company’s Common Shares on a U.S. stock exchange and will use commercially reasonable efforts to have such registration statement declared effective by the SEC within 60 days after the initial filing date of such registration statement. There can be no assurance that any United States stock exchange listing will be completed, that any such registration statement will be filed or declared effective by the SEC, or as to the timing or terms of any such listing, filing or effectiveness.

About LibertyStream Infrastructure Partners

LibertyStream is a lithium development and technology company aiming to be one of North America’s first commercial producers of lithium carbonate from oilfield brine. Our strategy is to generate value for shareholders by leveraging management’s hydrocarbon experience to deploy our proprietary DLE technology directly into existing oil and gas infrastructure, thereby reducing capital costs, lowering risks and supporting the world’s clean energy transition. We are committed to operating efficiently and with transparency across all areas of the business staying sharply focused on creating long-term, sustainable shareholder value. Investors and/or other interested parties may sign up for updates about the Company’s continued progress on its website: https://LibertyStream.com/.

Forward-Looking Information

This news release includes certain “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively referred to herein as “forward-looking information”). When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “would”, “could”, “schedule” and similar words or expressions, identify forward-looking information. Statements, other than statements of historical fact, may constitute forward-looking information and include, without limitation, statements about the Offering; the use of proceeds from the Offering; the Company’s intentions and expectations with respect to a listing on a United States stock exchange and the filing and effectiveness of a registration statement with the SEC, including the expected timing related thereto; and general business and economic conditions. With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies and may prove to be incorrect.

Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: the Company’s ability to access sufficient capital from internal and external sources and/or inability to access sufficient capital on favourable terms for the continued execution of its strategy; and, the delay or failure to file a registration statement with the SEC or receive an effective registration statement. The intended use of the proceeds of the Offering by the Company might change if the board of directors of the Company determines that it would be in the best interests of the Company. Many of these risks and uncertainties and additional risk factors generally applicable to the Company are described in the Company’s annual information form for the year ended December 31, 2025 and the Company’s most recent management’s discussion and analysis, which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20260728984772/en/

For Investor Relations inquiries or further information, please contact:

Alex Wylie, President & CEO
T: +1.972.626.1645
E: info@libertystream.com

Or

Bill McClain, Investor Relations
T: +1.604.773.9423
E: info@libertystream.com

Source: LibertyStream Infrastructure Partners Inc.