RCF invests in Liberty Gold’S $10.5 mln private placement

Vancouver-based gold exploration company Liberty Gold Corp has raised about $10.5 million in proceeds from a bought deal private placement. Resource Capital Funds (RCF) invested in the transaction, which will give the U.S. mining private equity firm 8.4 percent of Liberty’s issued and outstanding common shares, and up to 12.1 percent if related warrants are exercised. Liberty, an affiliate of Oxygen Capital Corp, said the proceeds will be used for exploration and drilling programs, to finalize a resource estimate for the company’s flagship Goldstrike project in Utah, and other priorities.


Liberty Gold Closes $10.5 Million Bought Deal Private Placement

VANCOUVER, BRITISH COLUMBIA–(Marketwired – Jan. 26, 2018) –

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.


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.


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).


Susie Bell
Manager, Investor Relations
604-632-4677 or Toll Free 1-877-632-4677

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