Libero Copper Announces Effective Date of Share Consolidation
LIBERO COPPER ANNOUNCES EFFECTIVE
DATE OF SHARE CONSOLIDATION
VANCOUVER, BC
,
Feb. 9, 2024
/CNW/ -
Libero Copper
& Gold Corporation (TSXV: LBC)
(OTCQB: LBCMF) ("
Libero Copper
" or the "
Company
") announces that, further to its news release
dated
January 19, 2024
, the TSX Venture Exchange (the "
Exchange
") has approved the
consolidation of its issued and outstanding 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
"). The Consolidation will become effective at the opening of the market on
February 13, 2024
. The Company's name and trading symbol will remain unchanged following the
Consolidation. The new CUSIP number will be 53014U700 and the new ISIN number will be
CA53014U7006 for the post-Consolidation Common Shares.
The Company currently has 174,777,174 Common Shares issued and outstanding. Assuming no
other changes in the number of Common Shares outstanding, after giving effect to the Consolidation
the Company would have approximately 17,477,717 Common Shares outstanding. There is no
maximum number of authorized Common Shares.
Any fractional interest in Common Shares resulting from the Consolidation will be rounded down to
the nearest whole Common Share and no cash consideration will be paid in respect of fractional
shares. Registered shareholders will receive a letter of transmittal from the Company's transfer
agent, Olympia Trust Company, with information on how to replace their old share certificates / DRS
statements with the new share certificates / DRS statements. Brokerage firms will handle the
replacement of share certificates and DRS statements on behalf of their shareholder's accounts.
The exercise price and number of Common Shares issuable upon the exercise of
Libero Copper's
outstanding stock options and warrants will be proportionately adjusted to reflect the Consolidation
in accordance with the terms of such securities.
Related Party Loan and Bonus Warrants
Further to the Company's news release dated
January 22, 2024
, the Exchange has conditionally
approved the issuance of 750,000 non-transferable warrants (the "
Bonus Warrants
") to Slater
Capital Corporation (the "
Lender
"), on a post-Consolidation basis in connection with a loan
agreement between the Company and the Lender dated
January 1, 2024
(the "
Loan Agreement
").
Pursuant to the terms of the Loan Agreement, the Lender has granted an unsecured loan of
$300,000
(the "
Loan
") to the Company. The term of the Loan expires on
December 31, 2024
. The
Loan is non-interest bearing and repayable at any time by the Company without penalty. The Bonus
Warrants are being issued as consideration for the Loan. There are no additional fees, financial
covenants or security associated with the Loan. Each Bonus Warrant will entitle the Lender to
purchase one additional Common Share at an exercise price of
$0.20
per share for a period of 12
months from the date of issuance. It is expected that the Bonus Warrants will be issued on or about
February 13, 2024
, after the Consolidation becomes effective.
The Loan constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions ("
MI 61-101
") as the Lender is
wholly-owned by Mr.
Ian Slater
, Chairman of
Libero Copper
, and a related party of the Company
within the meaning of MI 61-101. The Company has relied on exemptions contained in section 5.5(a)
and 5.7(1)(a) of MI 61-101 from the valuation and minority shareholder approval requirements in MI
61-101 in respect of the Loan since neither the fair market value of the Loan, nor the fair market
value of the consideration for the Loan, exceeds 25% of the Company's market capitalization.
About
Libero Copper
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, receipt of final Exchange approval, completion of the Consolidation,
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.
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For further information:
Ian Harris, Chief Executive Officer, +1 604 294 9039,
[email protected]; Michelle Borromeo, Vice President Investor Relations, +1 604 715 6845,
CO: Libero Copper & Gold Corporation.
CNW 07:00e 09-FEB-24