Libero Announces Private Placement

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.

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