Mr. Koby Kushner reports
LIBRA ANNOUNCES PRIVATE PLACEMENT
Libra Energy Materials Inc. has arranged a non-brokered private placement for aggregate gross proceeds to the company of $700,000 consisting of (i) five million common shares of the company (the HD shares), at a price of 10 cents per HD share, for gross proceeds of $500,000; and (ii) 1,538,462 common shares of the company that qualify as critical flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) (the CMETC FT shares), at a price of 13 cents per CT share for gross proceeds of $200,000.
The company reserves the right to increase the size of the offering up to $1.3-million to provide for the issuance of up to (i) 10 million HD shares at a price of 10 cents per HD share, for gross proceeds of $1-million; and (ii) 2,307,692 CMETC FT shares at 13 cents per CMETC FT share, for gross proceeds of $300,000.
The company will use an amount equal to the gross proceeds receive by the company from the sale of the CMETC FT shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the Income Tax Act (Canada). The CMETC FT shares will also qualify for the Canadian government's Critical Mineral Exploration Tax Credit; in respect of eligible Ontario purchasers, eligible Ontario exploration expenditures as defined in Subsection 103(4) of the Taxation Act, 2007 (Ontario) related to the company's Toivo, Stimson, Flanders South, Flanders North and SBC projects in Ontario, and in respect of eligible Quebec purchasers pursuant to Section 359.1 of the Quebec Tax Act related to the company's Cisco West and Obamska lithium projects. The company intends to use the net proceeds of the offered HD shares for additional exploration on its properties and general working capital. Qualifying expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the CMETC FT shares will be incurred (or deemed to be incurred) by the company on or before Dec. 31, 2027, and will be renounced by the company to the initial purchasers of the CMETC FT shares with an effective date no later than Dec. 31, 2026.
The offering is expected to close on or about Sept. 14, 2026 (the closing date), or such other date as the company may agree, in one or more tranches, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the Canadian Securities Exchange (the CSE). The company may pay finders' fees in cash to certain arm's length finders engaged in connection with the offering, subject to the approval of the CSE.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the CMETC FT shares and the HD shares will be offered for sale to purchasers resident in all provinces of Canada, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The CMETC FT shares and the HD shares issued to Canadian resident subscribers under the listed issuer financing exemption will not be subject to a hold period pursuant to applicable Canadian securities laws, with the exception of any CMETC FT and HD shares issued to insiders that participate in the offering, which will be subject to a statutory hold period pursuant to the policies of the CSE.
Insider participation is expected in the offering, although the extent and particulars have not been confirmed. Any participation by insiders in the offering will constitute a related party transaction subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the offering by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization.
There is an offering document related to the offering and the use by the company of the listed issuer financing exemption that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
About Libra Energy Materials Inc.
Libra is a Canadian mineral exploration company focused on the discovery and development of the critical minerals necessary for the green energy transition. Libra's flagship Canadian projects include the recently optioned Cisco West and Obamska lithium projects in Quebec, located adjacent to Q2 Metals' Cisco deposit -- the largest hard-rock lithium deposit in the Western Hemisphere. Libra's Flanders North, Flanders South and SBC lithium projects in Ontario are being explored under a $33-million earn-in deal with KoBold Metals Company. In addition, Libra holds a broader portfolio of battery metals projects across Canada and Brazil. 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.
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