LBC Libero Copper & Gold Corporation

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES/

VANCOUVER, BC, Jan. 22, 2024 /CNW/ - Libero Copper & Gold Corporation (TSXV: LBC) (OTCQB: LBCMF) ("Libero Copper") announces that it will conduct a non-brokered private placement (the "Offering") for aggregate gross proceeds of up to $3 million. The Offering will be completed post-Consolidation (as defined herein). Libero Copper intends to consolidate common shares (the "Common Shares") on the basis of one (1) new post-consolidation Common Share for every ten (10) pre-consolidation Common Shares (the "Consolidation") (see press release dated January 19, 2024). The net proceeds of the Offering will be used for exploration at Mocoa and general corporate purposes.

The Offering will consist of units (the "Units") at a price of $0.15 per Unit, with each Unit consisting of one post-Consolidation Common Share, and one full common share purchase warrant (a "Warrant") with each Warrant entitling the holder to acquire an additional post-consolidation Common Share at an exercise price of $0.20 per Warrant for a period of 36 months from the date of issuance. Under the Offering, a maximum of up to 20,000,000 post-Consolidation Common Shares will be issued, as well as up to 20,000,000 Warrants.

Slater Capital Corporation, a corporation wholly-owned by Ian Slater, Chairman of Libero Copper, will invest $300,000 in the Offering on the terms and conditions of the Offering and in addition, will receive 750,000 bonus warrants on the same terms and conditions as the Warrants (the "Bonus Warrants") as consideration of an outstanding loan owed to the Company, and Ian Harris, CEO and director of Libero Copper will invest $70,000 in the Offering, each of such transactions will be considered a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions ("MI 61-101"). The issuance of Units and Warrants to Slater Capital Corporation and the issuance of Units to Ian Harris is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.

Closing of the Offering and the issuance of the Bonus Warrants are subject to customary closing conditions, including the prior approval of the TSX Venture Exchange ("Exchange"). Libero Copper intends to close the Offering as soon as practicable following receipt of the approval from the Exchange. The Common Shares to be issued pursuant to the Offering and the exercise of the Bonus Warrants will be subject to a hold period of four months from the date of issuance.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE US. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. 

This press 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.

Upon closing of the Offering and subject to the approval of the Exchange, Ian Slater and Brad Rourke will resign from the Board and will be replaced by Robert Van Egmond and Ann Fehr.

Libero Copper is a mineral exploration company which is focussed on unlocking the value of the Mocoa copper-molybdenum porphyry deposit located in Putumayo, Colombia. Mocoa is being advanced by a highly disciplined and seasoned professional team with successful track records of discovery, resource development, and permitting in Colombia. Libero Copper prioritizes building strong relationships with the communities in which we operate and is dedicated to creating long-term value for our shareholders through responsible exploration to fuel the green energy future.

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. Although Libero Copper 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, obtaining the receipt of Exchange approval, 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. The forward-looking information is stated as of the date of this news release and Libero Copper assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

SOURCE Libero Copper & Gold Corporation.