Libra Energy closes acquisition of Brion Minerals

Executive Summary

• Libra Energy Materials Inc. completed the acquisition of Brion Minerals Inc., gaining a 100 % interest in a portfolio of 30 critical‑minerals projects in Brazil (21 lithium, 8 graphite, 1 cobalt‑nickel) covering ~30,700 ha.
• As part of the deal, Libra issued 4 million common shares to Brion shareholders at a deemed $0.30 per share and granted a contingent $1.5 M milestone payment tied to a future economic assessment.
• Felipe Holzhacker Alves, a veteran Brazilian mining executive and founder of Frontera Minerals, was appointed to Libra’s board of directors (subject to regulatory approvals).

Key Details

• Acquisition Structure: 100 % equity purchase; all issued shares of Brion transferred to Libra, making Brion a wholly‑owned subsidiary.
• Share Consideration: 4,000,000 Libra common shares issued at a deemed price of $0.30 per share.
• Milestone Payment: Up to US$1.5 million payable in cash or Libra common shares if, by 31 Dec 2030, Libra announces a Preliminary Economic Assessment (PEA) showing net present value > US$100 million for any Brazil‑based project it controls.
• Share Release Schedule & Restrictions:
• 1,075,000 shares released on 30 Jan 2026
• 537,500 shares released on 30 Sep 2026
• 537,500 shares released on 30 Mar 2027
• Remaining 1.85 million shares subject to a lock‑up mirroring Libra’s founders’ pooling agreement; 26,040,799 existing Libra shares (~45 % of post‑closing equity) held in escrow until a change of control or unanimous founder release.
• Board Appointment: Felipe Holzhacker Alves appointed to the board (pending CSE and regulatory approvals). Background includes: BSc Mining Engineering & MSc Natural Resources/Energy Policy (Colorado School of Mines), former board member/Finance Committee Chair of Trek Mining Inc., first President of Brazil’s Commission for Resources & Reserves, ex‑CEO of Morro Verde Fertilizers, founder/president of Frontera Minerals.
• Project Portfolio Acquired: 21 hard‑rock lithium projects, 8 graphite projects, 1 cobalt‑nickel project; total land base ~30,706 ha across multiple Brazilian critical‑minerals hubs.

Notable Quotes

“We are thrilled to welcome Felipe Holzhacker Alves to the Libra Energy Materials board. Our recent acquisition of Brion Minerals has expanded our presence in Brazil… his extensive expertise and connections … make him an invaluable addition.” – Koby Kushner, CEO & Director, Libra Energy Materials Inc.

“I am excited to join Libra Energy Materials and contribute to its ambitious vision… The strategic acquisition of Brion Minerals positions Libra for success in Brazil's emerging critical minerals industry.” – Felipe Holzhacker Alves, Director, Libra Energy Materials Inc.