Liberty Gold Corp. (TSX:LGD) (OTCQX:LGDTF) is pleased to announce the successful completion of the previously announced (see press release dated September 11, 2023) purchase and resale of a 0.5% Net Smelter Royalty on the Company’s Black Pine Oxide Gold Project in southeastern Idaho transactions as well as the closing of the non-brokered private placement raising proceeds of US$5.7 million.

ROYALTY TRANSACTIONS

The Company has acquired the existing 0.5% NSR from a private company on certain claims at Black Pine by delivering US$3.5 million in cash consideration and 200,000 common shares of the Company. Concurrently, the Company has granted an affiliate of Wheaton Precious Metals Corp. a new 0.5% NSR covering all claims comprising Black Pine for which the Company has received cash consideration of US$3.6 million. The Company has been granted an option to repurchase 50% of the Royalty for US$3.6 million at any point in time up to the earlier of commercial production at Black Pine or January 1, 2030. An affiliate of Wheaton has also been granted a Right of First Refusal on any royalties, streams or pre-pays that include precious metals pertaining to Black Pine.

PRIVATE PLACEMENT FINANCING

Under the Offering, the Company sold 22.9 million shares at C$0.34 per share for proceeds to the Company of US$5.7 million. Wheaton subscribed to US$5 million of the Offering and existing shareholders, management and directors of the Company subscribed to US$0.7 million of the Offering.

The Company intends to use the proceeds of the Offering for exploration, development, economic studies and permitting programs for the Company’s projects in the Great Basin and for general working capital.

Certain directors, management and insiders of the Company purchased or acquired direction and control over an aggregate of 558,820 common shares under the Offering. The Interested Persons are each considered a “related party” of Liberty Gold and the sale of common shares under the Offering to the Interested Persons constitutes a “related party transaction” within the meaning of MI 61-101 – Protection of Minority Security Holders in Special Transactions.

The securities offered 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT LIBERTY GOLD

Liberty Gold is focused on exploring for and developing open pit oxide deposits in the Great Basin of the United States, home to large-scale gold projects that are ideal for open-pit mining. This region is one of the most prolific gold-producing regions in the world and stretches across Nevada and into Idaho and Utah. We know the Great Basin and are driven to discover and advance big gold deposits that can be mined profitably in open-pit scenarios.