Mr. Koby Kushner reports
LIBRA ENERGY MATERIALS ANNOUNCES CLOSING OF OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT FINANCING
Libra Energy Materials Inc., further to its news release dated Nov. 10, 2025, has closed its non-brokered private placement financing for total gross proceeds of $1,209,273, consisting of 2,554,552 hard-dollar common shares of the company at a price of 17 cents per hard-dollar share and 3.2 million critical minerals exploration tax credit (CMETC) special flow-through (FT) common shares at a price of 25 cents per CMETC FT share. The offering remains subject to customary approvals, including the approval of the Canadian Securities Exchange.
Each hard-dollar share comprises one common share of the company and each CMETC FT share comprises one common share of the company that qualifies as a CMETC flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)).
The gross proceeds of the CMETC FT shares will be used to finance further exploration programs on, but not limited to, the company's Ontario and Quebec critical mineral properties, incurring expenditures that will qualify as Canadian exploration expenses and flow-through critical mineral mining expenditures as those terms are defined in the Income Tax Act (Canada), which will be renounced to the purchasers of the CMETC FT shares with an effective date no later than Dec. 31, 2025.
In connection with the offering, insiders of the company acquired 1,294,293 hard-dollar shares. The insider subscription constituted a related party transaction within the meaning of the policies of the Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but was exempt from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of shares subject to the insider subscription nor the consideration paid in connection with the insider subscription exceeded 25 per cent of the company's market capitalization calculated in accordance with MI 61-101. A material change report was not filed more than 21 days prior to closing of the offering because the insider subscription was not finalized until shortly prior to the completion of the offering.
The company paid no finders' fees and/or broker warrants in connection with the offering. All securities issued and issuable pursuant to the offering will be subject to a hold period of four months and one day from the date of issuance.
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 three 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.
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