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LibertyStream Acquires Commercial Lithium Carbonate Refining Unit for Texas; Announces $3.53 Million Promissory Note Financing with Leading Institutional Investment Firm and Insiders

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CALGARY, Alberta--(BUSINESS WIRE)-- LibertyStream Infrastructure Partners Inc. (TSXV: LIB | OTCQB: VLTLF | FSE: I2D) (鈥�LibertyStream鈥� or the 鈥�Company鈥�) is pleased to announce the Company has finalized the purchase of a commercial lithium carbonate refining unit (the 鈥�Refining Unit鈥�) capable of producing up to 10 tonnes per annum (tpa) of industrial grade and battery grade lithium carbonate. In addition, LibertyStream announces an offering of 12% promissory notes (the 鈥�Notes鈥�) for aggregate gross proceeds of $3,530,000 (the 鈥�Offering鈥�).

鈥�The purchase of the Refining Unit is a critical next step to commercial production,鈥� commented Alex Wylie, President & CEO of LibertyStream. 鈥淐ustomers have told us loud and clear that they need bulk samples of lithium carbonate from the field in order to negotiate future offtake agreements. The Refining Unit is expected to provide our future customers with the lithium carbonate from the field they require.鈥�

Lithium Carbonate Refining Unit

In September 2024, LibertyStream deployed its first direct lithium extraction (鈥�DLE鈥�) field unit in the Permian Basin, subsequently scaling up to its Generation 5 unit by February 2025. This rapid scaling resulted in North America鈥檚 largest operational DLE system, capable of processing over 10,000 barrels per day of produced water.

LibertyStream has focused the past six months conducting intensive operations in Texas, during which the company completed over 1,300 DLE runs. The Company has leveraged the knowledge gained over the six-month period to continuously improve its system including adding a pre-treatment step to knock out iron and organics prior to the DLE process. The 1,300 DLE runs and system improvements have led to consistency of results in the Texas operations. The performance to date has provided management the confidence to accelerate to the next crucial stage in the business strategy by acquiring the Refining Unit.

The Refining Unit will be capable of producing up to 10 tpa of lithium carbonate tailored to the technical specifications of future customers for either industrial grade or battery grade lithium carbonate. In order to have the ability to sign offtake agreements, future customers need bulk sample from the field in Texas. Management anticipates that the Refining Unit will consistently provide its customers with the confidence to rely on the grade and quality of lithium carbonate for future offtake agreements.

Promissory Note Financing

LibertyStream鈥檚 Offering of the $3,530,000 aggregate principal amount of Notes is expected to be fully subscribed. The principal balance of each Note will be payable on the date that is one year from the date of issuance of the Notes (the 鈥�Maturity Date鈥�), provided that the Company shall have the right to redeem and repay the Notes at any time prior the Maturity Date, in whole or in part, without notice, bonus or penalty. The Notes will bear simple interest at a rate of 12% per annum, with interest payable on the Maturity Date. The Company intends to use the proceeds from the Notes to complete the purchase of the Refining Unit ($2,400,000) and for general working capital purposes ($1,130,000) or for such other purposes as the Company may determine to be appropriate in its sole discretion.

Pathfinder Asset Management Ltd. (鈥�Pathfinder鈥�) has agreed to purchase $3,400,000 aggregate principal amount of Notes under the Offering, which Notes will be senior and secured against all of the Company鈥檚 present and after-acquired property. The remaining $130,000 aggregate principal amount of the Notes will be purchased by Alex Wylie, the Company鈥檚 President and Chief Executive Officer. The Notes purchased by Mr. Wylie will be unsecured.

In connection with the Offering, the Company will issue an aggregate of 2,893,617 common shares in the capital of the Company (the 鈥�Bonus Shares鈥�) to the lenders. The Bonus Shares will represent a value equal to 20% of the principal amount of the Notes, calculated based on the Market Price (as defined by the TSX Venture Exchange (鈥�TSXV鈥�)) of $0.235 per Bonus Share. The Bonus Shares will be subject to a four month hold period commencing from the date of issuance thereof, in accordance with applicable Canadian securities laws and the policies of the Exchange.

Closing of the Offering is subject to customary closing conditions, including receipt of all necessary corporate and regulatory approvals, including TSXV conditional approval.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of the Company in the United States. The Notes and Bonus Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the 鈥�U.S. Securities Act鈥�) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or except where an exemption from such registration is available.

Alex Wylie, the Company鈥檚 President and Chief Executive Officer, will acquire $130,000 aggregate principal amount of Notes and 110,638 Bonus Shares. Accordingly, the Offering constitutes a 鈥渞elated party transaction鈥� as defined under Multilateral Instrument 61-101 鈥� Protection of Minority Security Holders in Special Transactions (鈥�MI 61-101鈥�). The Company is relying on the exemptions for the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101, as the Notes are not listed, and will not be listed, on a specified market and the fair market value of the Notes and Bonus Shares being issued to the related party does not exceed $2,500,000, as determined in accordance with MI 61-101. The Company has not filed a material change report with respect to the participation of the insiders at least 21 days prior to the closing as the related party participation had not been determined at such time.

About LibertyStream Infrastructure Partners

LibertyStream is a lithium development and technology company aiming to be one of North America鈥檚 first commercial producers of lithium carbonates from oilfield brine. Our strategy is to generate value for shareholders by leveraging management鈥檚 hydrocarbon experience to deploy our proprietary DLE technology directly into existing oil and gas infrastructure, thereby reducing capital costs, lowering risks and supporting the world鈥檚 clean energy transition. With four differentiating pillars, and a proprietary DLE technology and process, LibertyStream鈥檚 innovative approach to development is focused on generating the highest lithium recoveries with lowest costs, positioning us for future commercialization. We are committed to operating efficiently and with transparency across all areas of the business staying sharply focused on creating long-term, sustainable shareholder value. Investors and/or other interested parties may sign up for updates about the Company鈥檚 continued progress on its website: .

This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of the Company in the United States. The Notes and Bonus Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the 鈥�U.S. Securities Act鈥�) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or except where an exemption from such registration is available.

Forward Looking Statements

This news release includes certain 鈥渇orward-looking statements鈥� and 鈥渇orward-looking information鈥� within the meaning of applicable Canadian securities laws. When used in this news release, the words 鈥渁nticipate鈥�, 鈥渂elieve鈥�, 鈥渆stimate鈥�, 鈥渆xpect鈥�, 鈥渢arget鈥�, 鈥減lan鈥�, 鈥渇orecast鈥�, 鈥渕ay鈥�, 鈥渨ill鈥�, 鈥渨ould鈥�, 鈥渃ould鈥�, 鈥渟chedule鈥� and similar words or expressions, identify forward-looking statements or information. Statements, other than statements of historical fact, may constitute forward-looking information and include, without limitation, management鈥檚 expectations relating to the processing capacity of its DLE unit, information with respect to the completion and timing of the purchase of the Refining Unit and expectations of production therefrom, the anticipated benefits to the Company鈥檚 customers relating to the deployment of the Refining Unit, closing of the Offering; the use of proceeds of the Offering; TSXV approval of the Offering and issuance of the Bonus Shares; and Pathfinder's participation in the Offering. With respect to the forward-looking information contained in this press release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies and may prove to be incorrect. Additionally, there are known and unknown risk factors which could cause the Company鈥檚 actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein including the risk of delay in completing the purchase of the Refining Unit, delay or failure to obtain TSXV approval for the Offering or the issuance of the Bonus Shares, the risk that management鈥檚 production estimates relating to the Refining Unit turn out to be incorrect, and generally, those known risk factors outlined in the Company鈥檚 annual information form for the year ended June 30, 2024, the Management鈥檚 Discussion and Analysis for the six months ended December 31, 2024, and the (final) short form base shelf prospectus dated July 20, 2023. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

View source version on businesswire.com:

For Investor Relations inquiries or further information, please contact:



Alex Wylie, President & CEO

T: +1.972.626.1645

E: [email protected]



Or



Bill McClain, Investor Relations

T: +1.604.773.9423

E: [email protected]

Source: LibertyStream Infrastructure Partners Inc.