LibertyStream Announces Closing of Non-Brokered Private Placement of Units

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

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DALLAS — 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 non-brokered private placement of up to 25,000,000 units of the Company (each, a “Unit”) at a price of C$0.80 for aggregate gross proceeds of up to C$20,000,000 (the “Offering”).

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Pursuant to the Offering, the Company issued 25,000,000 Units at a price of C$0.80 per Unit for aggregate gross proceeds of C$20,000,000.

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Each Unit is comprised of one share of common stock in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to purchase one additional Common Share at an exercise price of C$1.10 for a period of 24 months from the closing of the Offering.

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Certain insiders of LibertyStream and their affiliates, including Alex Wylie, President and Chief Executive Officer of the Company, participated in the Offering in the amount of C$2,178,912, which participation constitutes “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 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% of the Company’s market capitalization. As closing of the Offering occurred within 21 days of the announcement of the Offering, the Company did not file a material change report in respect of the related party transaction at least 21 days before the closing. The Company deemed this circumstance reasonable in order to complete the Offering in an expeditious manner. The Offering was 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 in a material change report of the Company.

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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.

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In connection with the Offering, the Company paid the following finder’s fees to registered investment dealers and exempt market dealers (each, an “Eligible Broker”) in connection with sales by such Eligible Brokers in connection with the Offering: (i) cash commissions of C$171,384; and (ii) issued 214,230 non-transferable compensation warrants. Each compensation warrant entitles the Eligible Broker to acquire one Unit at a price of C$1.10 for a period of two years from the date of issuance.

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All securities issued pursuant to the Offering: (i) to Canadian investors are subject to a statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws plus a U.S. restricted period of 12 months from the closing date of the Offering under Regulation S of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) such that during such restricted period, (a) no sales may be made to U.S. Persons (as that term is defined under Regulation S) for one year from the closing date of the Offering, and (b) for sales to non-U.S. Persons, the buyer must be bound to the same; and (ii) sold in the United States will be “restricted securities” as defined under Rule 144 of the U.S. Securities Act, which may mean, for example, that the securities may be required to be held for 12 months from the closing date of the Offering before they are traded to a U.S. Person and such trades will be subject to other conditions and, for trades to non-U.S. Persons, the buyer must agree to be bound to the restrictions set forth above for Regulation S. Insiders purchasing securities under the Offering are also be subject to the TSX Venture Exchange hold period.

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The Units, Common Shares, Warrants, compensation warrants, and Common Shares underlying the Warrants and compensation warrants, have not been registered under the U.S. Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Units have been offered and sold in the United States to accredited investors (each, a “U.S. Accredited Investor”) meeting one or more of the criteria in Rule 501(a) of Regulation D under the U.S. Securities Act by way of a private placement pursuant to an exemption from the registration requirements under the U.S. Securities Act and applicable state securities laws. Units offered and sold in the United States shall be issued as “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Each investor should consult with its own legal, tax, financial and other advisors regarding the potential consequences of any investment decision and independently evaluate the merits and risks of such decision in light of its own circumstances.