Libra Energy Materials Inc. Announces Completion of RTO Transaction
Libra Energy Materials Inc. Announces Completion of RTO Transaction
Toronto, Ontario--(Newsfile Corp. - July 9, 2025) - Libra Energy Materials Inc. (CSE: LIBR) (formerly,
PowerStone Metals Corp.) (the "Company") is pleased to announce that its previously announced business
combination transaction (the "Transaction") with Libra Lithium Corp. ("Libra"), a mineral exploration
company, closed on July 9, 2025 (the "Closing"). The Transaction was effected pursuant to an amalgamation
agreement dated December 31, 2024, as amended on February 19, 2025 (the "Agreement") whereby the
Company acquired all of the outstanding common shares of Libra (the "Libra Shares") in consideration for the
issuance by the Company of 45,990,888 common shares (each a "Share"). The Company's Shares are expected
to imminently commence trading on the Canadian Securities Exchange (the "CSE") under the symbol "LIBR"
on or about July 10, 2025.
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 Soules Bay-
Caron ("SBC") projects in Ontario are being explored under a $33 million earn-in agreement with KoBold
Metals Company. In addition, Libra has 100% ownership over its Toivo project in Ontario, adjacent to SBC, and
its Nemiscau and Wegucci projects in Quebec, Canada.
Summary of Transaction
On July 7, 2025, 1001099231 Ontario Corp. ("Subco"), a wholly-owned subsidiary of the Company, and Libra
completed a statutory amalgamation under the provisions of the Business Corporations Act (Ontario) (the
"Amalgamation") pursuant to which the former shareholders of Libra received Shares of the Company on 1:1
basis. In addition, the former warrantholders and optionholders of Libra received warrants and options,
respectively, to purchase common shares of the Company on a 1:1 basis.
The Company changed its name from "PowerStone Metals Corp." to "Libra Energy Materials Inc.", and will
operate the current business of Libra going forward. The amalgamation was governed by the terms of the
Agreement between the Company, Subco and Libra. The company resulting from the Amalgamation, named
"Libra Lithium Inc." is now a wholly owned subsidiary of the Company.
Prior to the Closing, the Company completed a consolidated of its outstanding Shares on the basis of 2.4966 pre-
consolidation Shares for every 1 post-consolidation Share. Following the Closing of the Transaction, the
Company has 57,466,828 Shares issued and outstanding.
The Transaction constituted a "Fundamental Change" of the Company as defined in CSE Policy 8 - Fundamental
Changes and Changes of Business. A majority of the Company's shareholders approved the Transaction at an
annual general and special meeting of shareholders held on May 15, 2025, and the CSE provided conditional
approval of the continued listing of the Shares on June 18, 2025. The Shares are currently halted but will re-
commence trading on the CSE under the symbol "LIBR" on July 10, 2025 upon issuance of the final CSE
exchange bulletin confirming the completion of the Transaction.
Escrowed Shares
Libra Shareholders
Pursuant to the Transaction, the Shares issued to Libra Shareholders are subject to a voluntary pooling
arrangement pursuant to which an aggregate of 45,990,888 Shares will be subject to resale restrictions as
follows: (A) 25% will be released on the date that the Shares are listed for trading on the CSE; and (B) 25% will
be released on each of the 6, 12 and 18 month anniversaries of the date that the Shares are listed for trading on
the CSE and shall bear legends to that effect.
Directors and Officers of the Company
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Pursuant to policies of the CSE, the directors and officers of the Company entered into an escrow agreement
("CSE Escrow") whereby an aggregate of 18,902,714 Share are held in escrow pursuant to the requirements of
National Policy 46-201 - Escrow for Initial Public Offerings for emerging issuers, and whereby, 10% of these
Shares will be released on Listing followed by six subsequent releases of 15% of these Shares every six months
thereafter.
Libra Founders and Principals
Further to the CSE Escrow, certain founding shareholders and principals of Libra, being Koby Kushner, David
Goodman, Mark Goodman, Zachary Goldenberg and Raymond D. Harari, have entered into a voluntary escrow
agreement whereby an aggregate of 26,040,799 Shares and 1,225,272 stock options, held by these shareholders,
will be held in contractual escrow and are restricted from trading until the date upon which (i) there is a change
of control of the Company; or (ii) each and every one of these founding shareholders has unanimously agreed in
writing to any such release.
Change of Directors and Officers
Following the Closing, the directors and officers of the Company are as follows:
Name Position
Koby Kushner Chief Executive Officer and Director
Carlo Rigillo Chief Financial Officer
David Goodman Chairman and Director
Zachary Goldenberg Director
Additional information regarding the business of the Company and the biographical details of the board of
directors and executive officers of the Company is set out in the Company's CSE Form 2A Listing Statement
which was filed on June 25, 2025 and is available on SEDAR+ and the CSE website prior to the commencement
of trading on the CSE.
Early Warning Disclosure
David Goodman, Koby Kushner, Zachary Goldenberg and Raymond D. Harari and each of their holding or
controlling entities, as applicable, are providing the following additional information pursuant to the early
warning requirements of applicable Canadian securities laws:
Prior to completion of the Transaction, Mr. Goodman held Nil Shares of the Company. On completion of the
Transaction, Mr. Goodman beneficially owns 9,450,000 Shares and 300,000 incentive stock options ("Options")
of the Company representing approximately 16.4% of the issued and outstanding Shares on a non-diluted basis
and approximately 16.9% of the Shares on a partially diluted basis.
Prior to completion of the Transaction, Mr. Kushner held Nil Shares of the Company. On completion of the
Transaction, Mr. Kushner beneficially owns 6,861,134 Shares and 425,000 Options of the Company representing
approximately 11.9% of the issued and outstanding Shares on a non-diluted basis and 12.6% of the Shares on a
partially diluted basis.
Prior to completion of the Transaction, Mr. Goldenberg beneficially owned 1,298,166 Shares and 100,136
Options of the Company representing approximately 11.3% of the issued and outstanding Shares on a non-
diluted basis and approximately 12.1% of the Shares on a partially diluted basis. On completion of the
Transaction, Mr. Goldenberg beneficially owns 2,531,500 Shares and 100,136 Options of the Company
representing approximately 4.4% of the issued and outstanding Shares on a non-diluted basis and approximately
4.5% of the Shares on a partially diluted basis.
Prior to completion of the Transaction, Mr. Harari beneficially owned 1,298,166 Shares and 100,136 Options of
the Company representing approximately 11.3% of the issued and outstanding Shares on a non-diluted basis and
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approximately 12.1% of the Shares on a partially diluted basis. On completion of the Transaction, Mr. Harari
beneficially owns 2,531,500 Shares and 100,136 Options of the Company representing approximately 4.4% of
the issued and outstanding Shares on a non-diluted basis and approximately 4.5% of the Shares on a partially
diluted basis. Following closing of the Transaction, Mr. Harari ceases to be a reporting insider of the Company.
The securities above are held by each of Mr. Goodman, Mr. Kushner, Mr. Goldenberg and Mr. Harari for
investment purposes. Mr. Goodman, Mr. Kushner, Mr. Goldenberg and Mr. Harari each have a long-term view of
the investment and may acquire additional securities of the Company including on the open market or through
private acquisitions or sell securities of the Company including on the open market or through private
dispositions in the future depending on market conditions, reformulation of plans and/or other factors that each
of Mr. Goodman, Mr. Kushner, Mr. Goldenberg and Mr. Harari, as applicable, considers relevant from time to
time.
About Libra Energy Materials Inc.
Libra (CSE: LIBR) 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% ownership over its Toivo project in Ontario, adjacent to SBC, and its Nemiscau and
Wegucci projects in Quebec, Canada. 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.
For more information, please contact the Company at:
Koby Kushner, P.Eng., CFA
Chief Executive Officer, Libra Energy Materials Inc.
t: 416-846-6164
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-
looking statements") within the meaning of applicable Canadian legislation. All statements in this news release
that are not purely historical are forward-looking statements and include statements regarding beliefs, plans,
expectations and orientations regarding the future including, without limitation, the anticipated timing of
recommencement of trading of the Shares on the facilities of the CSE and the anticipated benefits of listing on
the CSE. Although the Company believes that such statements are reasonable and reflect expectations of future
developments and other factors which management believes to be reasonable and relevant, the Company can
give no assurance that such expectations will prove to be correct. Forward-looking statements are typically
identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may",
"should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar
expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur
or be taken or achieved. In making the forward-looking statements in this news release, the Company has
applied several material assumptions, including without limitation, the availability of the financing required for
the Company to carry out its planned future activities, and the availability of and the ability to retain and attract
qualified personnel.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to differ materially from any future results,
performance or achievements expressed or implied by the forward-looking information. Such risks and other
factors include, but are not limited to, execute its proposed business plans, and carry out planned future
activities. Further, labour shortages, inflationary pressures, rising interest rates, the global financial climate and
the conflict in Ukraine and surrounding regions are some additional factors that are affecting current economic
conditions and increasing economic uncertainty, which may impact the Company's operating performance,
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financial position, and future assets and prospects. Collectively, the potential impacts of this economic
environment pose risks that are currently indescribable and immeasurable. Other factors may also adversely
affect the future results or performance of the Company, including those risk and concerns more fully described
in the Company's annual and quarterly management's discussion and analysis and in other filings made by the
Company with Canadian securities regulatory authorities under the Company's profile at www.sedarplus.com.
Readers are cautioned that forward-looking statements are not guarantees of future performance or events and,
accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent
uncertainty of such statements.
These forward-looking statements are made as of the date of this news release and, unless required by applicable
law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why
actual results could differ from those projected in these forward-looking statements.
The CSE (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press
release.
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts
responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. Newswire Services or dissemination in the United States of America. Any failure to
comply with this restriction may constitute a violation of U.S. Securities Laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258358
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