VANCOUVER, BC, Feb. 9, 2024
/CNW/ - Libero Copper & Gold
Corporation (TSXV: LBC) (OTCQB: LBCMF) ("Libero Copper" or the "Company")
announces that, further to its news release dated January 19, 2024, the TSX Venture Exchange (the
"Exchange") has approved the consolidation of its issued and
outstanding common shares (the "Common Shares") on the basis
of one (1) new post-consolidation Common Share for every ten (10)
pre-consolidation Common Shares (the "Consolidation"). The
Consolidation will become effective at the opening of the market on
February 13, 2024. The Company's name
and trading symbol will remain unchanged following the
Consolidation. The new CUSIP number will be 53014U700 and the new
ISIN number will be CA53014U7006 for the post-Consolidation Common
Shares.
The Company currently has 174,777,174 Common Shares issued and
outstanding. Assuming no other changes in the number of Common
Shares outstanding, after giving effect to the Consolidation the
Company would have approximately 17,477,717 Common Shares
outstanding. There is no maximum number of authorized Common
Shares.
Any fractional interest in Common Shares resulting from the
Consolidation will be rounded down to the nearest whole Common
Share and no cash consideration will be paid in respect of
fractional shares. Registered shareholders will receive a letter of
transmittal from the Company's transfer agent, Olympia Trust
Company, with information on how to replace their old share
certificates / DRS statements with the new share certificates / DRS
statements. Brokerage firms will handle the replacement of share
certificates and DRS statements on behalf of their shareholder's
accounts.
The exercise price and number of Common Shares issuable upon the
exercise of Libero Copper's
outstanding stock options and warrants will be proportionately
adjusted to reflect the Consolidation in accordance with the terms
of such securities.
Related Party Loan and Bonus
Warrants
Further to the Company's news release dated January 22, 2024, the Exchange has conditionally
approved the issuance of 750,000 non-transferable warrants (the
"Bonus Warrants") to Slater Capital Corporation (the
"Lender"), on a post-Consolidation basis in connection with
a loan agreement between the Company and the Lender dated
January 1, 2024 (the "Loan
Agreement"). Pursuant to the terms of the Loan Agreement, the
Lender has granted an unsecured loan of $300,000 (the "Loan") to the Company. The
term of the Loan expires on December 31,
2024. The Loan is non-interest bearing and repayable at any
time by the Company without penalty. The Bonus Warrants are being
issued as consideration for the Loan. There are no additional fees,
financial covenants or security associated with the Loan. Each
Bonus Warrant will entitle the Lender to purchase one additional
Common Share at an exercise price of $0.20 per share for a period of 12 months from
the date of issuance. It is expected that the Bonus Warrants will
be issued on or about February 13,
2024, after the Consolidation becomes effective.
The Loan constitutes a "related party transaction" as defined
under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101") as
the Lender is wholly-owned by Mr. Ian
Slater, Chairman of Libero
Copper, and a related party of the Company within the
meaning of MI 61-101. The Company has relied on exemptions
contained in section 5.5(a) and 5.7(1)(a) of MI 61-101 from the
valuation and minority shareholder approval requirements in MI
61-101 in respect of the Loan since neither the fair market value
of the Loan, nor the fair market value of the consideration for the
Loan, exceeds 25% of the Company's market capitalization.
About Libero Copper
Libero Copper is a mineral
exploration company which is focussed on unlocking the value of the
Mocoa copper-molybdenum porphyry deposit located in Putumayo,
Colombia. Mocoa is being advanced
by a highly disciplined and seasoned professional team with
successful track records of discovery, resource development, and
permitting in Colombia.
Libero Copper prioritizes building
strong relationships with the communities in which we operate and
is dedicated to creating long-term value for our shareholders
through responsible exploration to fuel the green energy
future.
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 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. 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, receipt of final Exchange approval,
completion of the Consolidation, 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 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.