VANCOUVER, BC, Feb. 3, 2021 /CNW/ - Libero Copper & Gold Corporation (TSXV:
LBC) (OTCQB: LBCMF) (DE: 29H) announces a non-brokered private
placement of up to $5 million.
The net proceeds will be used for drilling the Big Red, Big Bulk
and Esperanza porphyry copper projects and general working capital
purposes. Concurrently with closing the private placement the
outstanding common shares will be consolidated. Eventus
Capital Corp. is acting as a finder in connection with a portion of
the Offering.
Consolidation
Libero will consolidate (the "Consolidation") all of its
outstanding common shares ("Common Share") on the basis of
five (5) pre-Consolidation Common Shares for one (1)
post-Consolidation Common Share. The reasons for the Consolidation
are to increase Libero's flexibility in the marketplace and to make
Libero's securities more attractive to a wider audience of
potential investors. The record and effective date
("Effective Date") of the Consolidation will be announced
shortly.
Libero currently has 149,943,422 Common Shares issued and
outstanding. As at the Effective Date (prior to taking into account
the Common Shares issued in the Offering described below), Libero
will have 29,988,684 Common Shares issued and outstanding. Libero
will make similar adjustments to its outstanding incentive stock
options and outstanding warrants. Any fractional interest in Common
Shares resulting from the Consolidation will be rounded down to the
nearest whole Common Share. Registered shareholders will
receive a letter of transmittal from Olympia Trust Company,
Libero's transfer agent, with information on how to replace their
old share certificates with the new share certificates.
Brokerage firms will handle the replacement of share certificates
on behalf of their shareholders accounts. The Consolidation will
occur immediately prior to the closing of the Offering (as defined
below).
Financing
Libero announces a non-brokered private placement consisting of:
(i) Units ("Unit") at a price of $0.50 per Unit (the "NFT Offering"); (ii)
Units at a price of $0.55 per Common
Share (the "FT Offering") and (iii) Units at a price of
$0.725 per Unit (the "Super
FT Offering" and together with the NFT Offering and FT
Offering, the "Offering") for gross aggregate proceeds of up
to $5 million.
Each Unit (including those issued pursusant to the NFT Offering,
the FT Offering and the Super FT Offering) will be comprised of one
post-Consolidation Common Share and one-half of one Common Share
purchase warrant (each whole warrant, "Warrant"). Each
Warrant shall be exercisable to acquire one Common Share
("Warrant Share") at a price of $0.75 per Warrant Share for a period of 24 months
from the closing of the Offering. If the closing price of the
Common Shares is at a price equal to or greater than $1 for a period of 10 consecutive trading days,
Libero will have the right to accelerate the expiry date of the
Warrants by giving notice, via a new release, to the holders of the
Warrants that the Warrants will expire on the date that is 30 days
after the issuance of said news release.
Common Shares issued under the FT Offering and Super FT Offering
qualify as 'flow through shares' ("Flow Through
Shares"). The gross proceeds from the FT Offering and
Super FT Unit Offering will be used to incur 'Canadian exploration
expenses' that will qualify as 'flow through mining expenditures'
as those terms are defined in the Income Tax Act which will
be renounced to the initial purchasers of the Flow Through
Shares.
A Finder's Fee of 6% will be payable in cash or Units on a
portion of the Offering. The Consolidation and closing of the
Offering is subject to approval of the TSX Venture
Exchange. Securities issued in the Offering are subject to a
statutory hold period of four months.
About Libero Copper &
Gold
Libero is unlocking the value of a collection of porphyry copper
deposits throughout the Americas in prolific and stable
jurisdictions. The portfolio includes Big Red (a new greenfield
discovery) and Big Bulk in the Golden Triangle, Canada, Esperanza in San Juan, Argentina, and the Mocoa deposit in
Colombia. These assets are being
advanced by a highly disciplined and seasoned professional team
with successful track records of discovery, resource development,
and permitting in the Americas.
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 release. This news release includes
forward-looking statements that are subject to risks and
uncertainties. All statements within, other than statements
of historical fact, are to be considered forward looking, and
include without limitation, statements regarding the Offering and
use of proceeds, the Consolidation and future business plans..
Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results or developments may differ materially from those in
forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements
include market prices, exploitation and exploration successes,
continued availability of capital and financing, and general
economic, market or business conditions and regulatory and
administrative approvals, processes and filing requirements. There
can be no assurances that such statements will prove accurate and,
therefore, readers are advised to rely on their own evaluation of
such uncertainties. We do not assume any obligation to update
any forward-looking statements.
SOURCE Libero Copper & Gold
Corporation.