VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 26, 2018) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Liberty Gold Corp. (TSX:LGD) ("Liberty Gold" or the "Company") is pleased to announce that it has completed
its previously announced bought deal private placement (the "Private Placement") of units (the
"Units").
Pursuant to the Private Placement the Company issued 24,938,426 Units at a price of $0.42 per Unit for gross proceeds to the
Company of $10,474,138.92. The Units consist of one common share in the capital of the Company (a "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 at a price of $0.65 per share for a period of 36 months from the closing
date.
The Private Placement was brokered by a syndicate of underwriters led by National Bank Financial Inc., and includes CIBC World
Markets Inc., RBC Dominion Securities Inc., Sprott Private Wealth LP, Haywood Securities Inc. and Macquarie Capital Markets
Canada Ltd. (collectively, the "Underwriters").
The Company intends to use the net proceeds of the Private Placement for the Company's continued exploration and drilling
programs, to finalize a resource estimate for the Goldstrike Project and for general corporate purposes.
Pursuant to the Private Placement, RCF Opportunities Fund L.P. ("RCF") purchased 14,784,523 Units,
representing approximately 8.4% of the issued and outstanding Common Shares on an undiluted basis. Assuming the full exercise of
RCF's 7,392,261 Warrants, issued pursuant to the Private Placement, RCF would own 22,176,784 Common Shares, representing
approximately 12.1% of the issued and outstanding Common Shares on a partially-diluted basis.
An insider of the Company purchased 200,000 Units pursuant to the Private Placement and accordingly the Private Placement
constitutes a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). This transaction is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market
value of any securities issued to nor the consideration paid by such person exceeds 25.0% of the Company's market
capitalization.
All of the securities issued pursuant to the Private Placement are subject to a four month and one day hold period expiring on
May 27, 2018.
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. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (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 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
Carlin-style 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.
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).
All statements in this news 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 intended use of the proceeds of
the Private Placement. 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 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
interpretation 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 commodities; 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.
Although Liberty Gold has attempted to identify important 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. There 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.