Toronto, Ontario--(Newsfile Corp. - December 4, 2025) - Libra Energy Materials Inc. (CSE: LIBR) (FSE: W0R0) ("Libra" or the "Company") is pleased to announce that further to its press release dated November 10, 2025, the Company has closed its non-brokered private placement financing (the "Offering") for total gross proceeds of $1,209,273, consisting of 2,554,552 hard dollar common shares ("Hard Dollar Shares") of the Company at a price of $0.17 per Hard Dollar Share and 3,100,000 Critical Minerals Exploration Tax Credit ("CMETC") special flow-through common shares ("CMETC FT Shares") at a price of $0.25 per CMETC FT Share. The Offering remains subject to customary approvals including the approval of the Canadian Securities Exchange (the "Exchange").
Each Hard Dollar Share is comprised of one common share of the Company and each CMETC FT Share is comprised of one common share of the Company that qualifies as a "CMETC flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).
The gross proceeds of the CMETC FT Shares will be used to fund further exploration programs on, but not limited to, the Company's Ontario and Quebec critical mineral properties, incurring expenditures that will qualify as "Canadian Exploration Expenses" and "flow-through critical mineral mining expenditures" as those terms are defined in the Income Tax Act (Canada), which will be renounced to the purchasers of the CMETC FT Shares with an effective date no later than December 31, 2025.
In connection with the Offering, insiders of the Company acquired 1,294,293 Hard Dollar Shares (the "Insider Subscription"). The Insider Subscription constituted a "related party transaction" within the meaning of the policies of the Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but was exempt from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of shares subject to the Insider Subscription nor the consideration paid in connection with the Insider Subscription exceeded 25% of the Company's market capitalization calculated in accordance with MI 61-101. A material change report was not filed more than 21 days prior to closing of the Offering because the Insider Subscription was not finalized until shortly prior to the completion of the Offering.
The Company paid no finders' fees and/or broker warrants in connection with the Offering. All securities issued and issuable pursuant to the Offering will be subject to a hold period of four months and one day from the date of issuance.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state security laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 $33 million earn-in deal with KoBold Metals Company. In addition, Libra has 100% ownership over another three 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 further information, please contact:
Koby Kushner, P.Eng., CFA
Chief Executive Officer and Director
e: kkushner@libraenergymaterials.com
t: 416-846-6164
Forward-Looking Information & Cautionary Statement
This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the expected expenditure of the proceeds of the Offering, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to the inability to receive Exchange approval for the Offering, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, capital market conditions, restriction on labour and supply chains, and those risks set out in the Company's public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276938
SOURCE: Libra Energy Materials Inc.
