A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.
warrantfinancial
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
national instrument 45-106regulatory
A Canadian securities rule that lets companies sell shares or other investments without a full formal offering document when they meet specific conditions and provide required disclosure; it lays out the different exemptions, who can buy under them, and what information must be given. For investors it matters because these exemptions change how much information and legal protection they get — like buying from a farmer’s market vendor instead of a large supermarket, the potential for higher reward can come with less standardized disclosure and greater risk.
prospectus exemptionsregulatory
Prospectus exemptions are legal rules that allow a company to sell shares or other securities without preparing the full, formal disclosure document normally required for public offerings. Think of it like buying from a short catalogue instead of a full product brochure: the paperwork is lighter and the sale can happen faster, but investors typically get less public information, so these deals can be riskier and less liquid than fully disclosed offerings.
regulation dregulatory
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
rule 144aregulatory
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
restricted securitiesregulatory
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
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 a non-brokered private placement offering (the “Offering”) of units of the Company (the “Units”) at a price of $0.65 per Unit, for aggregate proceeds of up to $10,000,000. Each Unit will be comprised of one common share of the Company (each, a “Common Share”) and one whole common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a “Warrant Share”) at an exercise price of $1.00 per Warrant Share for a period of thirty-six months following the completion of the Offering. There can be no assurance as to whether or when the Offering will be completed, or as to the actual size or terms of the Offering.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers in all of the provinces of Canada, other than Québec (the “Canadian Selling Jurisdictions”) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The Common Shares and Warrant Shares underlying the Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in the Canadian Selling Jurisdictions.
The Units, Common Shares, Warrants, and Warrant Shares being offered have not been and will not be registered under the U.S.Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Units may be 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 or U.S. Accredited Investors that also qualify as a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act, in each case 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. Any 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.
The net proceeds from the Offering will be used to develop the Company’s direct lithium extraction technology to improve operating efficiencies; continue the scale-up of lithium carbonate production at its field unit in the Delaware Basin in Texas, including moving towards commercial lithium production; 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. The Offering is expected to close on or about December 10, 2025. Closing of the Offering is subject to customary closing conditions, including but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
There is an offering document related to this Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at https://www.libertystream.com/. Prospective investors should read this offering document before making an investment decision.
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 expected closing of the Offering, including the date thereof; 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 complete the Offering on the terms described herein, or at all, or to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; and the delay or failure to receive regulatory or other approvals, including the approval of the TSX Venture Exchange, for the Offering. 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, 2024 and the Company’s most recent management’s discussion and analysis, which are available under the Company’s profile 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.
