LibertyStream Announces Closing of Promissory Note Financing

CALGARY, Alberta--(BUSINESS WIRE)--LibertyStream Infrastructure Partners Inc. (TSXV: LIB | OTCQB: VLTLF | FSE: I2D) (“LibertyStream” or the “Company”) is pleased to announce that it has closed its previously-announced offering of 12% promissory notes (the “Notes”) for aggregate gross proceeds of $3,530,000 (the “Offering”).

Pathfinder Asset Management Ltd. (“Pathfinder”) purchased $3,400,000 aggregate principal amount of Notes under the Offering, which Notes are senior and secured against all of the Company’s present and after-acquired property. The remaining $130,000 aggregate principal amount of the Notes were purchased by Alex Wylie, the Company’s President and Chief Executive Officer. The Notes purchased by Mr. Wylie are unsecured

The principal balance of each Note will be payable on August 8, 2026 (the “Maturity Date”), 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 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 ($2,100,000) (as disclosed in the Company’s press release dated July 31, 2025) and for general working capital purposes ($1,430,000) or for such other purposes as the Company may determine to be appropriate in its sole discretion.

In connection with the Offering, the Company issued an aggregate of 3,004,255 common shares in the capital of the Company (the “Bonus Shares”) to Pathfinder and Mr. Wylie. The Bonus Shares represent a value equal to 20% of the principal amount of the Notes, calculated at a price of $0.235 per Bonus Share which was the closing price of the Company's common shares on July 31, 2025 prior to the announcement of the Offering. The Bonus Shares are subject to a four month hold period commencing on August 8, 2025, in accordance with applicable Canadian securities laws and the policies of the Exchange.

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 “U.S. Securities Act”) 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’s President and Chief Executive Officer, acquired $130,000 aggregate principal amount of Notes and 110,638 Bonus Shares. Accordingly, the Offering constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). 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’s first commercial producers of lithium carbonates from oilfield brine. Our strategy is to generate value for shareholders by leveraging management’s 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’s clean energy transition. With four differentiating pillars, and a proprietary DLE technology and process, LibertyStream’s 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’s continued progress on its website: https://LibertyStream.com/.

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 “U.S. Securities Act”) 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 “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “will”, “would”, “could”, “schedule” 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, the use of proceeds of 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’s 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, the risk that management’s production estimates relating to the Refining Unit turn out to be incorrect, and generally, those known risk factors outlined in the Company’s annual information form for the year ended June 30, 2024, the Management’s 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.