Libra Energy closes acquisition of Brion Minerals

Mr. Koby Kushner reports LIBRA CLOSES BRION MINERALS ACQUISITION AND APPOINTS RENOWNED BRAZILIAN MINING EXECUTIVE TO BOARD Further to Libra Energy Materials Inc.'s press release dated Sept. 15, 2025, the company has closed and acquired 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. Concurrent with closing of the acquisition, the company is also pleased to announce that Felipe Holzhacker Alves has been appointed to the board of directors of the company, subject to regulatory and Canadian Securities Exchange (CSE) approvals. Mr. Holzhacker holds a BSc in mining engineering and a masters in natural resources and energy policy, both from the Colorado School of Mines. He is a former board member and finance committee chairman of Trek Mining Inc., which was later sold to Equinox Gold Corp. Mr. Holzhacker was also one of the key founders in the establishment of the Brazilian Commission for Resources & Reserves, which is Brazil's equivalent to the Canadian Institute of Mining. Mr. Holzhacker served as this organization's first ever president and was the former chief executive officer of Morro Verde Fertilizers, a Brazilian phosphate fertilizer producer focused on sustainable agriculture. Mr. Holzhacker is founder and president of Frontera Minerals, which over the past 15 years has successfully generated, discovered, and developed several assets and mining companies in Brazil in various commodities including phosphate, graphite, limestone, magnesium, lithium and gold. "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, and Felipe's extensive expertise and connections in the Brazilian mining sector, coupled with his proven success in advancing discoveries to operational mines, makes him an invaluable addition. His instrumental role in building successful mining companies in Brazil perfectly aligns with our mission to establish Libra as a leading force in the global lithium industry," stated Koby Kushner, chief executive officer and a director of Libra. "I am excited to join Libra Energy Materials and contribute to its ambitious vision and long-term value creation strategy. The strategic acquisition of Brion Minerals positions Libra for success in Brazil's emerging critical minerals industry. Drawing on our local experience, network and track record of successfully operating in Brazil, I am eager to collaborate with the team to drive Libra's growth and establish it as a global lithium powerhouse," said Mr. Holzhacker, director. The acquisition provides 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. Acquisition terms Pursuant to the terms of the acquisition, Libra acquired all of the issued outstanding shares of Brion, resulting in Brion becoming a wholly owned subsidiary of Libra. In consideration for the acquisition, Libra issued an aggregate of four million 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 currently controlled by Libra. The consideration shares are subject to a statutory hold period and may not be traded until Jan. 31, 2026. In addition, the consideration shares are subject to contractual restrictions on transfer as follows: 1,075,000 of the consideration shares shall be released on Jan. 30, 2026; 537,500 of the consideration shares shall be released on Sept. 30, 2026; 537,500 of the consideration shares shall be released on March 30, 2027; 1.85 million consideration shares are subject to a lock-up 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. 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 another four lithium projects in Ontario and Quebec, Canada, as well as another 21 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. We seek Safe Harbor.