Libra Energy Materials Announces Non-Brokered Private Placement Financing of Common Shares and Charity Flow-Through Shares

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

Libra Energy Materials Inc. (CSE: LIBR) ("Libra" or the "Company") is pleased to announce its intention to complete a non-brokered private placement financing (the "Offering") for total gross proceeds of $1,000,000, consisting of hard dollar common shares ("Hard Dollar Shares") of the Company at a price of $0.17 per Hard Dollar Share and Critical Minerals Exploration Tax Credit ("CMETC") charity flow-through common shares ("CMETC FT Shares") at a price of $0.25 per CMETC FT Share. The Company reserves the right to increase the size of the Offering, subject to the approval of the Canadian Securities Exchange (the "Exchange").

Offering Details

Each Hard Dollar Share shall be comprised of one common share of the Company and each CMETC FT Share shall be comprised of one common share of the Company that will qualify 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.

The Company will pay a finders' fees of up to 8% in cash and 8% in broker warrants ("Broker Warrants") in connection with the Offering. The Broker Warrants will be exercisable at a price of $0.17 per common share at any time within 24 months from the date of issuance. The Offering is subject to the receipt of all required regulatory approvals including the approval of the Exchange. 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 CAD$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.

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 intention to complete the Offering, 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 and settle definitive documentation, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273798