Liberty Gold Announces Signing of Definitive Option Agreement on the Baxter Spring Gold Project, Nevada
VANCOUVER,B.C. – Liberty Gold Corp. (LGD-TSX) (“Liberty Gold” or the “Company”) is pleased to announce it has signed a definitive agreement (the “Agreement”) for the option of its 100% interest in the Baxter Spring Gold project, located in central Nevada (“Baxter Spring”) to BlueBird Battery Metals Inc., (BATT-TSX.V) (“BlueBird”).
Pursuant to the terms of the Agreement, Liberty Gold will receive in return for its interest in Baxter Spring an aggregate of US$500,000 in cash plus common shares in BlueBird (“BlueBird Shares”) equal to 19.5% of the issued and outstanding BlueBird Shares on a non-diluted basis (the “Transaction”).
Terms of the Agreement:
Closing of the Transaction is subject to completion of a financing by BlueBird and other customary conditions including approval by the TSX Venture Exchange (the “TSXV”).
BlueBird shall have the exclusive right to acquire a 100% in Baxter Spring by satisfying the following terms (except for the Final Payment):
(a) making cash payments totalling US$500,000 in accordance with the following schedule:
(i) US$250,000 on the closing date; and
(ii) US$250,000 on or before the first anniversary of the date of TSXV approval of the Transaction (the “Final Payment”);
(b) issuing that number of BlueBird Shares that are equal to 19.5% of the issued and outstanding BlueBird Shares, on a post-financing and post-consolidation basis (subject to a one year hold period);
(c) granting a 2% Net Smelter Return Royalty (“NSR”) with no buyout rights;
(d) completing a minimum C$2 million financing and consolidation of its common shares.1
Liberty Gold shall retain a 36 month right to reacquire a 35% interest in Baxter Spring for US$1,000,000 (“Back-in Right”). Should Liberty Gold exercise the Back-in Right, BlueBird has been granted an option to repurchase 5% of Liberty Gold’s interest by completion of a pre-feasibility study.
1Prior to closing the Transaction, BlueBird intends to complete a consolidation on the basis of two pre-consolidation shares for one post-consolidation share and a financing.
BlueBird has also announced that it will change its name to Huntsman Exploration Inc. and will trade under the symbol HMAN-TSX.V or such other name and trading symbol acceptable to the TSXV.
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 Black Pine in Idaho and Goldstrike in Utah, both past producing open-pit mines, where previous operators only scratched the surface.
For more information, visit www.libertygold.ca or contact:
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 closing of and receipt of proceeds from the Transaction. 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, the closing of the Transaction, the receipt of the staged payments, the successful financing and consolidation by BlueBird, the approval of the Transaction by the TSX-V, 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 licenses and permits and obtaining required licenses and permits, labour stability, stability in market conditions, the impact from the pandemic of the novel coronavirus (COVID-19), availability of equipment, accuracy of any mineral resources, the availability of drill rigs, 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, including impacts from the pandemic of the novel coronavirus (COVID-19); 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, 2020 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.