Libra Closes Brion Minerals Acquisition and Appoints Renowned Brazilian Mining Executive to Board

Executive Summary

• Libra Energy Materials completed the acquisition of Brion Minerals, gaining 100% ownership of a portfolio that includes 21 hard‑rock lithium projects, 8 graphite projects and 1 cobalt‑nickel project covering ~30,706 ha in Brazil.
• As consideration, Libra issued 4,000,000 common shares at CAD $0.30 per share and granted Brion shareholders a US $1.5 M milestone payment contingent on a future economic assessment.
• Felipe Holzhacker Alves was appointed to Libra’s board of directors, bringing extensive Brazilian mining experience and leadership in critical‑minerals development.

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 CAD $0.30 per share.
• Milestone Payment: Up to US $1,500,000 payable in cash or Libra common shares if, by 31 Dec 2030, any Brazil‑controlled project achieves a net present value > US $100 M in a preliminary economic assessment.
• Share Release Schedule:
• 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 1,850,000 shares subject to a lock‑up tied to Libra’s founders’ pooling agreement (escrow until change of control or unanimous founder release).
• Project Portfolio Acquired:
• 21 hard‑rock lithium projects
• 8 graphite projects
• 1 cobalt‑nickel project
• Total area ~30,706 hectares across multiple Brazilian critical‑minerals hubs.
• Board Appointment: Felipe Holzhacker Alves appointed to Libra’s board (subject to CSE and regulatory approvals). Background includes: BSc Mining Engineering & MSc Natural Resources & Energy Policy (Colorado School of Mines), former finance committee chair at Trek Mining, founder/president of Frontera Minerals, former CEO of Morro Verde Fertilizers, and first President of the Brazilian Commission for Resources & Reserves.
• Management Comments:
• Koby Kushner (CEO) highlighted that the acquisition expands Libra’s presence in Brazil and aligns with its goal to become a leading global lithium producer.
• Felipe Holzhacker Alves expressed enthusiasm for contributing to Libra’s growth strategy and leveraging his Brazilian network.

Notable Quotes

• “Our recent acquisition of Brion Minerals has expanded our presence in Brazil… makes him an invaluable addition.” – Koby Kushner, CEO & Director, Libra Energy Materials
• “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

Materiality Assessment: Material – Positive (the transaction materially expands Libra’s asset base, provides a sizable project portfolio in a key jurisdiction, and adds a high‑profile director).