Libra Energy enters deal to acquire Brion Minerals

Mr. Koby Kushner reports LIBRA TO ACQUIRE BRION MINERALS, GAINING EXPOSURE TO A PORTFOLIO OF LITHIUM AND OTHER ENERGY MATERIALS PROJECTS IN BRAZIL Libra Energy Materials Inc. has entered into a definitive share exchange agreement dated Sept. 8, 2025, to acquire 100 per cent of the issued and outstanding shares of Brion Minerals Inc., a Cayman Islands-domiciled company and portfolio company of Frontera Minerals Inc., a Brazilian-focused critical minerals investment, exploration and development group. The acquisition, once completed, will provide Libra with a 100-per-cent interest in a diverse portfolio of critical minerals projects in Brazil, including 21 hard-rock lithium projects, eight graphite projects and one cobalt-nickel project. These 30 projects together span approximately 30,706 hectares of highly prospective ground in multiple emerging critical minerals hubs across Brazil. Transaction overview Under the terms of the agreement, Libra will acquire all of the issued outstanding shares of Brion, resulting in Brion becoming a wholly owned subsidiary of Libra. In consideration for the acquisition, Libra will issue an aggregate of four million Libra common shares to Brion's shareholders at a deemed price of 30 cents per consideration share. Additionally, the Brion shareholders shall be entitled to a milestone payment of $1.5-million (U.S.), payable in cash or Libra common shares at Libra's discretion, should Libra announce a preliminary economic assessment by Dec. 31, 2030, demonstrating a project net present value exceeding $100-million (U.S.) on any mineral project located in Brazil controlled by Libra. The consideration shares are subject to the following contractual restrictions on transfer: 1,075,000 of the consideration shares shall be released on the date that is four months from closing (as defined below); 537,500 of the consideration shares shall be released on the date that is 12 months from closing; 537,500 of the consideration shares shall be released on the date that is 18 months from closing; 1.85 million consideration shares shall be subject to a lockup agreement on substantially identical terms as Libra's founders' voluntary pooling agreement dated as of Dec. 31, 2024, pursuant to which an aggregate of 26,040,799 existing Libra common shares, which at closing is expected to represent approximately 45 per cent of the company's then issued and outstanding common shares, are held in contractual escrow and are restricted from trading until the date upon which (i) there is a change of control of Libra; or (ii) such founders have unanimously agreed in writing to such release. The acquisition is expected to close on or before Sept. 30, 2025, subject to customary regulatory approvals, including the approval of the Canadian Securities Exchange (the CSE), and closing conditions. The agreement represents an arm's-length transaction of the company, with no finder fees nor any fee nor commission payable. Strategic benefits to Libra While the assets of the acquisition are not considered material properties (individually or taken as a whole) to the company at this time, the acquisition significantly enhances Libra's growth strategy and strengthens its position in the global critical minerals market. Key benefits include: Exposure to an emerging critical minerals hub: The projects are located in Brazil's emerging critical minerals districts, including Pernambuco, Rio Grande do Norte, Paraiba, Bahia, Tocantins and Minas Gerais. Energy materials diversification: The portfolio includes potential lithium, graphite and nickel-cobalt, positioning Libra to supply critical materials for batteries, electric vehicles (EVs) and renewable energy technologies. Geographic diversification: The addition of these Brazilian assets diversifies Libra's exploration portfolio across multiple countries, expanding its global footprint and provides access to a new source of capital in Latin America. Accretive, low-cost acquisition: The share-based transaction allows Libra to acquire a diverse portfolio of untested lithium showings with minimal dilution, while conserving cash. Significant exploration upside: The portfolio includes projects that Libra considers highly prospective, with favourable surface geology that remains untested through drilling, offering indications for new discoveries. Alignment with key shareholders: The transaction aligns Libra with key local shareholders, including Brion's principal shareholder, Frontera Minerals, a Brazilian-resource-focused investment and development firm with extensive local expertise and a proven record of several mineral discoveries, developments and mine builds in Brazil over the past 15 years, enhancing Libra's operational execution abilities in Brazil. Year-round exploration: Brazil's favourable climate enables year-round prospecting, providing a better cadence of news flow compared with Canada, where fieldwork is largely limited to summers. "Since going public in July, 2025, we have continued to execute our strategy of consolidating the lithium space through bottom-market M&A, positioning Libra to potentially become a significant contributor in the battery materials supply chain," said Koby Kushner, chief executive officer of Libra. "The acquisition of Brion's diverse portfolio in Brazil, a proven jurisdiction where Sigma Lithium advanced from maiden resource to production in under five years despite COVID, underscores the low-cost operating environment and efficient permitting timelines that offer unique advantages within our overall portfolio. This strategic move enhances our exposure to lithium, and introduces graphite and cobalt into the mix, aligning with the global push for sustainable energy solutions." Asset summary Lithium: Brion's portfolio encompasses multiple potential lithium mineral tenements totalling approximately 23,000 hectares across Minas Gerais, Rio Grande do Norte, Paraiba and Pernambuco, including: Penelope: A high-potential lithium-niobium-tantalum project in Minas Gerais, with top sampling results of 110 parts per million (ppm) Li (lithium), 8,780 ppm (parts per million) Nb (niobium) and 10,900 ppm Ta (tantalum). Identified pegmatite bodies, extend up to 700 metres (m) in strike with widths of 25 to 50 m. Lajes: Noted minerals include spodumene and columbite. Pegmatites, such as Pegm 03, extend over 1.1 kilometres (km) in strike with widths up to 20 m. Lajes Pintadas: Pegmatites, spanning over 1.1 kilometres in strike with widths around 10 m with surface samples up to 139 ppm Ta, 50 ppm Li, 88 ppm Cs and 453 ppm Nb. Sao Mamede: Grab samples up to of 245 ppm Nb and 526 ppm Rb. Pegmatite bodies extending over 500 to 600 m in strike with widths of four to five m, containing scheelite, beryl and columbite. Amparo: Soil geochemistry returned up to 80 ppm Li, alongside potential cassiterite (tin) mineralization. Graphite (Limeira and Jordania): Located in South Bahia, home to over 80 years of continued graphite production with six active mines in production. High-grade graphite samples at Limeira, up to 7.22 per cent graphitic carbon (Cg) with large jumbo flakes and channel samples of 1.56 per cent Cg over 18 m. Mineralization at Jordania confirmed at surface, with grab sample results reaching up to 19.8 per cent Cg. Cobalt and nickel (delfinopolis): Soil geochemistry returned up to 1 per cent Co (cobalt) and greater than 1 per cent Ni (nickel). Next steps and additional board member Libra personnel are currently conducting a site tour across Brion's lithium assets Borborema, with the goal of designing an upcoming exploration program, including geological mapping, sampling and geophysical surveys, to prioritize targets for future drilling. Further details on the exploration strategy, and initial findings on the newly acquired assets, will be announced in the coming months. Additionally, Libra will be appointing a representative of the Brion shareholders to its board of directors upon closing, subject to regulatory and Canadian Securities Exchange approvals. All information contained in this news release with respect to Brion was supplied by Brion, and Libra and its directors and officers have relied on Brion for such information. Qualified person and third party data The scientific and technical information in this news release has been reviewed and approved by Benjamin Kuzmich, PGeo, vice-president of exploration of Libra. Mr. Kuzmich is a qualified person as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects. 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 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-per-cent ownership over its Toivo and Stimson projects in Ontario, and its Nemiscau and Wegucci projects in Quebec, Canada. 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. We seek Safe Harbor.