Liberty Gold Announces $10.5 million Bought Deal Private Placement; RCF to Acquire 8.4% of Liberty Gold
51069144.4
Liberty Gold Announces $10.5 million Bought Deal Private Placement; RCF to
Acquire 8.4% of Liberty Gold
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
VANCOUVER, B.C. JANUARY 8, 2018 – Liberty Gold Corp. (LGD -TSX) (“Liberty Gold” or
the “Company”) is pleased to announce that it has entered into an agreement with a syndicate
of underwriters led by National Bank Financial Inc. (the “Underwriters”) pursuant to which the
Underwriters have agreed to purchase, on a bought deal private placement basis, 24,938,426
units of the Company (the “Units”) at a price of $ 0.42 per Unit (the “Private Placement”). The
gross proceeds to the Company will be $ 10,474,139. Under the Private Placement, RCF
Opportunities Fund L.P. (“RCF”) has agreed to purchase, subject to certain conditions,
14,784,523 Units. Following closing of the Private Placement, RCF will own 8.4% of the
Company’s issued and outstanding common shares and 12.1% on a partially-diluted basis.
Each Unit will consist of one common share and one-half of one common share purchase
warrant (each whole warrant, a “Warrant”) with each Warrant exercisable by the holder into one
common share of the Company at a price of $0.65 per share for a period of 36 months from the
closing date.
The proceeds raised under the Private Placement will be used for the Company’s continued
exploration and drilling programs, to finalize a resource estimate for the Goldstrike Project and
for general corporate purposes.
The Private Placement is expected to close on or about January 26, 2018 and is subject to the
Company receiving all necessary regulatory approvals , including approval of the Toronto Stock
Exchange. Securities issued under the Private Placement will be subject to a four month hold
period which will expire four months plus one day from the closing date of the Private
Placement.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities to, or for the account or benefit of, persons in the United States or “U.S. persons”
(“U.S. Persons”), as such term is defined in Regulation S under the United States Securities
Act of 1933, as amended (the “ U.S. Securities Act”). The securities have not been and will not
be registered under the U.S. Securities Act or any state securities laws, and may not be offered
or sold to, or for the account or benefit of, persons in the United States or U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws or an exemption
from such registration is available.
ABOUT LIBERTY GOLD
Liberty Gold is led by a proven technical and capital markets team that continues to discover
and define high -quality assets. Our flagship property is the Goldstrike Oxide Gold Project in
Utah. Liberty also has a pipeline of projects, including Black Pine in Idaho and Kinsley Mountain
in Nevada, providing a solid platform for future growth. Over the past 5 years, there have been 8
new open-pit, heap leach gold mines built around the world and the management team and/or
directors of Liberty Gold are responsible for discovering, developing and/or building two of them.
Long Canyon in Nevada (Fronteer Gold) and Karma in Burkina Faso (True Gold) both reached
commercial production in 2016.
51069144.4
ABOUT RCF
Resource Capital Funds is a group of commonly managed private equity funds, established in
1998 with a mining sector specific investment mandate spanning all hard mineral commodities
and geographic regions. Since inception, RCF has supported 166 mining companies, with
projects located in 51 countries and across 29 commodities. Further information about RCF can
be found on its website (www.resourcecapitalfunds.com).
For more information, visit www.libertygold.ca or contact:
Susie Bell, Manager, Investor Relations
Phone: 604-632-4677 or Toll Free 1-877-632-4677
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 about the gross proceeds of the Private Placement, the purchase of Units
by RCF Opportunities Fund L.P., the expected closing date thereof and the intended use of
proceeds. 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, 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 approval for the pending Plan of
Operations, obtaining renewals for existing licences and permits and obtaining required licences
and permits, labour stability, stability in market conditions, availability of equipment, accuracy of
any mineral resources, the availability of drill rigs, the release of an initial resource report, the
completion of a preliminary economic assessment, 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 interpretati on 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 commod ities; 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; 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 28, 2017 in the section
entitled "Risk Factors", under Liberty Gold’s SEDAR profile at www.sedar.com.
51069144.4
Although Liberty Gold has attempted to identify im portant 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. T here 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.