NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C. – Liberty Gold Corp. (LGD-TSX) (“Liberty Gold” or the “Company”) is pleased to announce that it has entered into an amended agreement with a syndicate of underwriters led by Sprott Capital Partners, a division of Sprott Private Wealth LP (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 25,125,000 units of the Company (the “Units”) at a price of C$0.40 per Unit (the “Issue Price”) for gross proceeds to the Company of C$10,050,000 (the “Offering”). Each Unit will consist of one common share of Liberty Gold (each, a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one common share of Liberty Gold at a price of C$0.60 at any time prior to the date which is three years following completion of the Offering.
In addition, Liberty Gold has granted the Underwriters an option (the “Underwriters’ Option”), exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the financing, to purchase up to an additional 15% of the number of Units solely to cover over-allotments, if any, and for market stabilization purposes.
The net proceeds of the Offering will be used to fund exploration and development of Liberty Gold’s southwest United States gold and precious metal exploration portfolio, focused on the Goldstrike project in Utah, as well as the Black Pine project in Idaho, and the Kinsley deposit in Nevada and for general working capital purposes.
Liberty Gold intends to file with the securities commissions and other similar regulatory authorities in the provinces of Canada, other than Quebec, a preliminary short form prospectus relating to the issuance of the Units by September 18, 2018.
The Offering is scheduled to close on or about October 2, 2018 and is subject to a number of conditions including, but not limited to, receipt of all necessary approvals including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities.
THIS NEWS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE AND IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF LIBERTY GOLD, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE OR SUBSCRIPTION. THE COMMON SHARES OF LIBERTY GOLD WILL ONLY BE OFFERED IN ALL PROVINCES OF CANADA BY MEANS OF THE PROSPECTUS REFERRED TO ABOVE. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND THESE SECURITIES MAY NOT BE OFFERED OR SOLD TO, OR FOR THE ACCOUNT OR BENEFIT OF, PERSONS IN THE UNITED STATES OR “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT), ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.
ABOUT LIBERTY GOLD
Liberty Gold is focused on exploring the Great Basin of the United States, home to large-scale gold projects that are ideal for open-pit mining. This region is one of the most prolific gold-producing regions in the world and stretches across Nevada and into Idaho and Utah. We know the Great Basin and are driven to discover and advance big gold deposits that can be mined profitably in open-pit scenarios. Our flagship projects are Goldstrike, Black Pine and Kinsley Mountain, all of which are past producing open-pit mines, where previous operators only scratched the surface.
For more information, visit www.libertygold.ca or contact:
Susie Bell, Manager, Investor Relations
Phone: 604-632-4677 or Toll Free 1-877-632-4677
All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to Liberty Gold within the meaning of applicable securities laws, including statements regarding the intention to file a prospectus in each of the provinces in Canada other than Quebec, the expected use of proceeds and closing date of the Offering. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "planned", "expect", "project", "predict", "potential", "targeting", "intends", "believe", "potential", and similar expressions, or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including, among others, assumptions about future prices of gold, and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental approvals and financing on time, obtaining renewals for existing licences and permits and obtaining required licences and permits, labour stability, stability in market conditions, availability of equipment, the availability of drill rigs, the release of an initial resource report, successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of Liberty Gold and there is no assurance they will prove to be correct.
Such forward-looking information, involves known and unknown risks, which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking information, including, risks related to the interpretation of results and/or the reliance on technical information provided by third parties as related to the Company’s mineral property interests; changes in project parameters as plans continue to be refined; current economic conditions; future prices of commodities; possible variations in grade or recovery rates; the costs and timing of the development of new deposits; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; the timing and success of exploration activities generally; delays in permitting; possible claims against the Company; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, financing or in the completion of exploration as well as those factors discussed in the Annual Information Form of the Company dated March 26, 2018 in the section entitled "Risk Factors", under Liberty Gold’s SEDAR profile at www.sedar.com.
Although Liberty Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Liberty Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.