LibertyStream Infrastructure Partners Inc. (TSXV: LIB | OTCQB: VLTLF | FSE: I2D) (“LibertyStream” or the “Company”) announces that it has re-filed its amended and restated notice of meeting, amended and restated management information circular (the “Circular“) and related documents (collectively, the “Meeting Materials“) with securities regulators in connection with its upcoming annual and special meeting (the “Meeting”) of holders of common shares (“Common Shares”) and the holder of the Series A mirroring preferred share.
The amended and restated Meeting Materials have also been mailed to shareholders and can be accessed online on LibertyStream’s website at https://libertystream.com/investors, and under the Company’s profile on SEDAR+ profile at www.sedarplus.ca.
Meeting Details
The Meeting will be held virtually at https://meetings.lumiconnect.com/400-532-928-108 on November 30, 2026 at 9:00 a.m. (Central Standard Time).
At the Meeting, shareholders will be asked to vote on the election of directors, the appointment of auditors, and additional resolutions aiming to reinforce the Company’s ability to provide long-term value to its holders of Common Shares, including the creation of a Series A Preferred mirroring stock and issuance of one Series A mirroring preferred share (the “Series A Mirroring Share”), and a potential reverse stock split on the basis of up to twenty-five (25) existing Common Shares for one (1) post-consolidation Common Share, at a ratio to be selected by the board of directors of the Company in its discretion and at any time prior to the Company’s next annual meeting of shareholders, subject to any required regulatory and stock exchange acceptance (the “Reverse Stock Split”).
Why is the Reverse Split Happening and Why was the Series A Mirroring Share Created
The purpose behind these actions is clear: we are working to put the Company in a position to pursue a Nasdaq listing, and the Reverse Stock Split is an important part of that process. The split is intended to facilitate our compliance with Nasdaq listing requirements. It does not, by itself, change the underlying percentage ownership of our shareholders, subject to the handling of fractional shares.
The Series A Mirroring Share has one limited purpose: helping us complete the shareholder voting process necessary to approve the Reverse Stock Split. It cannot be converted into Common Shares, it must vote in the same proportion as the Common Shares actually voted on the Reverse Stock Split, it is only entitled to vote on the Reverse Stock Split, and it is automatically redeemed following effectiveness of the split. It is not designed to give the Board a permanent voting advantage nor to create a permanent super-voting share structure. It is a temporary mechanism intended to help us complete a corporate action that we believe is important to our potential Nasdaq listing strategy.
Summary and Purpose of the Series A Mirroring Share
The Series A Mirroring Share is only entitled to vote on the will operate only in connection with the Reverse Stock Split. Following the Company’s continuance to Texas, the Reverse Stock Split must be approved by shareholders holding at least two-thirds of all outstanding votes, rather than two-thirds of the votes actually cast at the Meeting, which means that every Common Share that is not voted effectively counts as a vote against. The Series A Mirroring Share removes that effect by simply mirroring how Shareholders who do vote cast their votes. The Series A Mirroring Share:
- is not convertible into Common Shares;
- is subject to transfer restrictions;
- is not listed on the TSXV;
- carries no right to vote other than in relation to the resolution to approve the Reverse Stock Split;
- is unable to vote on the resolution to approve the Reverse Stock Split unless independent holders of Common Shares approve its right to vote;
- must vote in the same proportion as votes cast by holders of Common Shares on the resolution to approve the Reverse Stock Split; and
- will be redeemed following the occurrence of specified events, including following effectiveness of the Reverse Stock Split, if applicable.
The Series A Mirroring Share is only entitled to vote on the Reverse Stock Split and will not create a permanent multiple voting share structure.
Notwithstanding the Series A Mirroring Share, it remains important that holders of Common Shares vote. The Series A Mirroring Share cannot vote at all unless holders of at least one-third of the outstanding Common Shares are present or represented by proxy at the Meeting.
Reason for the Reverse Stock Split
LibertyStream’s board of directors believes that the Reverse Stock Split may provide the Company with greater flexibility in connection with a potential U.S. exchange listing. The potential benefits of the Reverse Stock Split will include:
- Facilitating a potential U.S. exchange listing. A higher post-Reverse Stock Split share price assists the Company in satisfying applicable requirements with a potential listing of the Common Shares on a U.S. securities exchange.
- Broadening the potential investor base. Certain institutional investors and investment funds have policies or investment guidelines that restrict or discourage investments in securities trading below specified price levels. A higher post-Reverse Stock Split share price therefore serves to increase the number of investors eligible to consider an investment in the Company.
Shareholders are encouraged to read the Circular for full details on the matters to be considered at the Meeting. The descriptions of the Series A Mirroring Share, the Reverse Stock Split and the other matters in this news release are summaries only and are qualified in their entirety by the more detailed disclosure in the Circular.
The LibertyStream Board recommends that shareholders vote FOR all of the proposed resolutions to be considered at the Meeting.
Vote Today
The proxy voting deadline is November 24, 2026 at 9:00 a.m. (Central Standard Time). Shareholders are encouraged to vote well in advance of the proxy voting deadline to ensure your vote is submitted in a timely manner. Voting is easy. Shareholders may vote online, by telephone or any other methods provided in the form or proxy or voting instruction which have been included as part of the mailing.
Shareholders of record as of the close of business on October 29, 2026 are eligible to vote at the Meeting.
Shareholder Questions & Voting Assistance
Shareholders with questions or who require voting assistance may contact LibertyStream’s proxy solicitation agent:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Outside North America: 1-416-304-0211
Text Message: Text “INFO” to 416-304-0211 or 1-877-452-7184
Email: assistance@laurelhill.com
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 carbonate 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. 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/.
Forward-Looking Information
This news release contains certain “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws, collectively referred to herein as “forward-looking information.” Forward-looking information includes statements other than statements of historical fact and may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “target,” “plan,” “forecast,” “may,” “will,” “would,” “could,” “schedule” and similar words or expressions. Forward-looking information in this news release includes, without limitation, statements regarding: the matters to be considered at the Meeting and the expected outcome thereof; the operation, effect and redemption of the Series A Mirroring Share; the implementation, timing and ratio of the Reverse Stock Split and its anticipated benefits, including facilitating a potential U.S. exchange listing, enhancing the marketability of the Common Shares, broadening the Company’s potential investor base and increasing market visibility and trading interest.
Forward-looking information is based on assumptions considered reasonable by management as of the date of this news release, including assumptions regarding: the receipt of the requisite Shareholder approvals at the Meeting, including majority of the minority approval of the Series A Mirroring Share; Shareholder participation at the Meeting; the receipt of any required regulatory and stock exchange approvals; and market conditions. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. Such risks include, without limitation: the risk that the requisite Shareholder approvals are not obtained or that insufficient Common Shares are represented at the Meeting for the Series A Mirroring Share to vote; the risk that the board of directors of the Company determines not to implement the Reverse Stock Split; the risk that the Reverse Stock Split does not result in a sustained increase in the trading price or liquidity of the Common Shares or broaden the Company’s investor base; the risk that required regulatory or stock exchange approvals are not obtained; and general market conditions. Additional risks and uncertainties are described in the Circular and in the Company’s most recent public disclosure documents filed under its issuer profile on SEDAR+. Readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update forward-looking information to reflect future results, events or developments, except as required by applicable 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 news release.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261109676043/en/
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