Mr. Alex Wylie reports
LIBERTYSTREAM ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNITS
Libertystream Infrastructure Partners Inc. intends to complete a non-brokered private placement of up to 25 million units of the company at a price of 80 cents for aggregate gross proceeds of up to $20-million.
Each unit will comprise one share of common stock in the capital of the company and one-half of one common share purchase warrant. Each warrant will be exercisable to purchase one additional common share at an exercise price of $1.10 for a period of 24 months from the closing of the offering.
Certain insiders of Libertystream and their affiliates, including Alex Wylie, president and chief executive officer of the company, are expected to participate in the offering in the amount of $1.7-million, which participation constitutes related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be purchased by insiders, nor the consideration for the securities to be paid by such insiders, will exceed 25 per cent of the company's market capitalization. The company expects that the closing of the offering will occur within 21 days of this announcement and that it will not file a material change report in respect of the related party transaction at least 21 days before the closing. The company deems this circumstance reasonable in order to complete the offering in an expeditious manner. The offering has been unanimously approved by the company's board of directors. Further information regarding the interest in the offering of every related party and the effect that the offering will have on their percentage of securities of the company will be provided once finalized.
The net proceeds from the offering will be used to continue to develop the company's direct lithium extraction technology to improve operating efficiencies; continue the scale-up of its lithium carbonate production facilities in the Midland basin in Texas; create avenues to provide lithium carbonate and other lithium product samples to potential future customers and off-takers; and for general working capital and corporate purposes.
The company may pay a cash commission of up to 6 per cent of the gross proceeds of the offering to registered investment dealers and exempt market dealers, and may issue non-transferable compensation warrants equal in number to up to 6 per cent of the units sold through such eligible brokers in connection with the offering, subject to approval by the TSX-V. Each compensation warrant shall entitle the holder to acquire one unit at a price of $1.10 for a period of two years from the date of issuance.
The offering is expected to close in one or more tranches, with the first closing expected to occur on or about July 23, 2026, or such other date or dates that the company may determine. Closing of the offering is subject to customary closing conditions, including but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
About Libertystream Infrastructure Partners
Inc.
Libertystream is a lithium development and technology company aiming to be one of North America's first commercial producers of lithium carbonate from oil field brine. The company's strategy is to generate value for shareholders by leveraging management's hydrocarbon experience to deploy its proprietary DLE (direct lithium extraction) technology directly into existing oil and gas infrastructure, thereby reducing capital costs, lowering risks and supporting the world's clean energy transition. The company is committed to operating efficiently and with transparency across all areas of the business staying sharply focused on creating long-term, sustainable shareholder value.
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