/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES/
VANCOUVER, BC, Dec. 15,
2022 /CNW/ - Libero
Copper & Gold Corporation (TSXV: LBC) (OTCQB: LBCMF)
(DE: 29H) ("Libero Copper")
announces a non-brokered private placement (the "Offering")
consisting of up to 13,333,333 units, with each unit consisting of
one common share and one common share purchase warrant (a
"Warrant") at a price of $0.15
per unit for aggregate gross proceeds of approximately $2 million. Each Warrant shall entitle the holder
thereof to acquire one additional common share at a price of
$0.22 for a period of twenty-four
(24) months from the closing date (the "Closing Date") of
the Offering. The net proceeds will be used for exploration at the
Mocoa and Esperanza porphyry copper projects and general working
capital.
There is an offering document related to this Offering that can
be accessed under the issuer's profile at www.sedar.com and at
www.liberocopper.com. Prospective investors should read this
offering document before making an investment decision.
The Offering is being made to purchasers resident in all
provinces of Canada, except
Quebec, the United States and in certain foreign
jurisdictions, pursuant to the listed issuer financing exemption
under Part 5A of NI 45-106 (the "Listed Issuer Financing
Exemption"). Pursuant to the limitations of the Listed Issuer
Financing Exemption, the units offered under the Listed Issuer
Financing Exemption will not be subject to resale restrictions
pursuant to applicable Canadian securities laws.
Libero Copper intends to close
the Offering on or around December 23,
2022. Closing of the Offering is subject to approval of the
TSX Venture Exchange.
Finder's Fees of 6% in cash and warrants will be paid on a
portion of the Offering in accordance with the policies of the TSX
Venture exchange.
The issuance of any units to existing minority shareholder Anglo
Asian Mining Plc will be considered a "related party transaction"
within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). Libero Copper is relying on exemptions from the
formal valuation requirements of MI 61-101 pursuant to section
5.5(a) and the minority shareholder approval requirements of MI
61-101 pursuant to section 5.7(1)(a) in respect of such insider
participation as the fair market value of the transaction, insofar
as it involves interested parties, does not exceed 25% of the
Libero Copper's market capitalization.
About Libero Copper &
Gold
Libero Copper is unlocking the
value of a collection of porphyry copper deposits throughout the
Americas in prolific and stable jurisdictions. The portfolio
includes the Mocoa deposit in Putumayo, Colombia; Esperanza in San Juan, Argentina; and Big Red and Big Bulk in the
Golden Triangle, BC, Canada. 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 press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful. The securities being offered have not been,
nor will they be, registered under the 1933 Act and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the 1933 Act, as amended, and
application state securities laws.
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. Some of the specific forward-looking information
in this news release includes, but is not limited to, statements
with respect to: the completion of the Offering or any tranche
thereof; the number of securities to be issued under the Offering
and the gross proceeds received; the participation of Anglo Asian
Mining Plc; the timing of the closing of the final tranche of the
Offering; the payment of any finders fees and the form thereof; the
use of gross proceeds from the Offering.;. 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, 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 contained herein is expressly qualified in its entirety
by this cautionary statement. Forward-looking information reflects
management's current beliefs and is based on information currently
available to Libero Copper. 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.