LibertyStream Announces 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 intends to complete a 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”).

Each Unit will be 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 will be 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, are expected to participate in the Offering in the amount of C$1,700,000, 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. The Company expects that the closing of the Offering will occur within 21 days of this announcement and that it will not file a material change report in respect of the related party transaction at least 21 days before the closing. The Company deems this circumstance reasonable in order to complete the Offering in an expeditious manner. The Offering has been 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 once finalized.

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.

The Company may pay a cash commission of up to 6% of the gross proceeds of the Offering to registered investment dealers and exempt market dealers (each, an “Eligible Broker”), and may issue non-transferable compensation warrants equal in number to up to 6% of the Units sold through such Eligible Brokers in connection with the Offering, subject to approval by the TSXV. Each compensation warrant shall entitle the holder to acquire one Unit at a price of C$1.10 for a period of two years from the date of issuance.

The Offering is expected to close in one or more tranches, with the first closing expected to occur on or about July 23, 2026 or such other date or dates that the Company may determine. 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.

All securities issued pursuant to the Offering: (i) to Canadian investors will be 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 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, 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 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. Any insiders purchasing securities under the Offering will 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 being offered 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 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 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. 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 has 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 receipt of regulatory approvals for the Offering; the use of proceeds from the Offering; the expected closing of the Offering, including the date thereof; LibertyStream’s expectations as to the insiders that will subscribe to the Offering; the Company’s expectation to pay finders’ fees pursuant to 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 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; the delay or failure to receive regulatory or other approvals, including the approval of the TSX Venture Exchange, for the Offering; 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/20260713746517/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.