/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
VANCOUVER, BC, Nov. 22,
2023 /CNW/ - Libero
Copper & Gold Corporation (TSXV: LBC) (OTCQB:
LBCMF) (DE: 29H) ("Libero Copper") announces that it will be
conducting a rights offering to holders of its common shares at the
close of business on the record date of December 1, 2023 (the
"Record Date"). The offering will be for
123,074,103 common shares to raise gross
proceeds of C$2,461,482 (the
"Rights Offering"). The Rights Offering is being undertaken
to provide funds for exploration, working capital and general
corporate purposes.
Details of the Rights
Offering
Rights will be offered on the basis of one (1)
right (the "Rights") for each common share of
Libero Copper held at the Record
Date. One Right will entitle the holder to subscribe for one
common share of Libero Copper upon payment of the
subscription price of C$0.02 per
common share. No fractional Rights will be issued. The holder's
Rights entitlement will be reduced to the next lowest whole number
and no additional compensation will be paid.
The Rights will not be listed for trading on any securities
exchange. All Rights will expire at 2:00 pm (Vancouver time) / 5:00
p.m. (Toronto time) on
December 27, 2023 (the "Expiry
Time"), after which time unexercised Rights will be void and of
no value. Shareholders who fully exercise their Rights will be
entitled to subscribe for additional common shares (the
"Additional Subscription Privilege"), on a pro- rata basis,
if available as a result of unexercised Rights prior to the Expiry
Time, subject to certain limitations set out in Libero Copper's rights offering circular dated
November 24, 2023 (the "Rights
Offering Circular").
The Rights Offering will be conducted in all provinces and
territories of Canada. Certain
holders of common shares in jurisdictions outside of Canada may be able to participate in the
Rights Offering where they can establish that the transaction is
exempt under applicable legislation. If you are a holder of
Libero Copper shares and reside
outside of Canada, please review
the Notice of Rights Offering, Rights Offering Circular and Notice
to Ineligible Shareholders to determine your eligibility and the
process and timing requirements to receive or exercise your Rights.
Libero Copper requests any
ineligible shareholder interested in exercising their Rights to
contact the company at their earliest convenience after the Rights
are mailed out, which is expected to be on or after December 6, 2023.
Details of the Rights
Offering will be set out in the Notice of Rights Offering
and the Rights Offering Circular which will be
available under Libero Copper's
profile at www.sedarplus.ca and on the company's website at
www.liberocopper.com. The Notice of Rights Offering will be mailed
to each eligible shareholder of Libero
Copper as at the Record Date. Following the mailing of
the Notice of Rights Offering, an exercise form enclosed with a
statement issued under Olympia Trust Company's direct registration
system (the "Rights Statement") will be mailed to each
eligible registered shareholder of Libero
Copper as at the Record Date. Registered shareholders who
wish to exercise their Rights must forward the completed Rights
Statement, together with the applicable funds, to the rights agent,
Olympia Trust Company, on or before the Expiry Time. Shareholders
who own their common shares through an intermediary, such as a
bank, trust company, securities dealer or broker, will receive
materials and instructions through their intermediary.
Neither the Rights being
offered or the common shares
issuable upon exercise
of the Rights have been or will
be registered under
the United States Securities Act
of 1933, as amended, and may not be exercised, offered or
sold, as applicable, in the United
States absent registration or an applicable exemption from
the registration requirements. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
the securities of Libero Copper. There shall be no offer or
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification of such securities under the laws of any such
jurisdiction.
Libero Copper's directors and
executive officers who own common shares, as well as other
insiders, are permitted, but not required to participate in the
Rights Offering on the same terms and conditions applicable to all
shareholders.
About Libero Copper
Libero Copper is unlocking the
value of a collection of porphyry copper deposits throughout the
Americas including the Mocoa deposit in Putumayo, Colombia and the Esperanza project in San
Juan, Argentina. These assets are
being advanced by a highly disciplined and seasoned professional
team with successful track records of discovery, resource
development, and permitting in South
America.
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. In providing forward-looking information in this
press release, Libero has made numerous assumptions regarding the
Rights Offering, which Libero believes to be reasonable, including
assumptions relating to: (i) the satisfaction or waiver of all
conditions to the completion of the Rights Offering; and (ii) the
outcome of the Rights Offering and related transactions, including
the expected use of proceeds. Forward-looking information entails
various risks and uncertainties, however that could cause actual
results to differ materially from those reflected in the
forward-looking information. Specific risks that could cause actual
results to differ materially from those anticipated or disclosed in
this press release include, but are not limited to: (i) the
dilution that will be experienced by shareholders who do not
exercise their Rights; (ii) failure to satisfy the conditions to
complete the Rights Offering, including failure to receive required
approvals; (iii) the delay of completion or failure to complete the
Rights Offering for any other reason; (iv) no assurance as to the
ability to trade of any Rights; (v) the exercise of the Rights of a
shareholder being irrevocable; (vi) the exercise price may not
indicate the value of the common shares; (vii) failure of a
shareholder to properly subscribe for shares may result in a
non-exercise; (viii) the use of funds may differ from that set out
by Libero; (ix) if the Rights Offering is terminated, shareholders
will not receive any interest on funds forwarded with their
subscriptions; In addition to the above summary, additional risks
and uncertainties inherent to the Company and the Rights Offering
are described in the "Risk Factors" section of the Rights Offering
Circular. Forward-looking information is not a guarantee of future
performance, and management's assumptions upon which such
forward-looking information are based may prove to be incorrect.
Accordingly, there can be no assurance that actual events or
results will be consistent with the forward-looking information
disclosed herein. In light of the significant uncertainties
inherent in forward-looking information, any such forward-looking
information should not be regarded as representations by Libero
that our objectives or plans relating to the rights offering or
standby commitment or otherwise will be achieved. Investors are
cautioned not to place undue reliance on any forward-looking
information contained herein and that such forward-looking
information are provided solely for the purpose of providing
information about our current expectations and plans relating to
the future. Readers are cautioned that such information may not be
appropriate for other purposes.
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.