Transaction Summary
Under the terms of the Agreement, Liberty Gold expects to receive gross proceeds of US$72.5 million, which is comprised of:
US$10 million in cash plus approximately 1.6 million Heliostar common shares (valued at approximately US$2.5 million) on closing of the Transaction ("Closing");
US$10 million in cash 12 months from Closing;
US$10 million in cash 18 months from Closing;
US$15 million in cash on the earlier of the achievement of certain infrastructure-related milestones or 5 years from Closing; and
US$25 million in cash on the earlier of release of a feasibility study, a construction decision or 5 years from Closing.
The Agreement contains certain representations and warranties, covenants and indemnities customary for a transaction of this nature. All shares of Heliostar received as consideration in the Transaction will be subject to a hold period under applicable Canadian securities laws, which will expire four months plus one day from closing of the Transaction.
"This transaction provides meaningful non-dilutive capital, with total consideration of US$72.5 million, strengthening our balance sheet at an important stage in the advancement of Black Pine," said Jon Gilligan, President & Chief Executive Officer of Liberty Gold. "The structure delivers near-term funding while maintaining exposure to additional value as Goldstrike advances, supporting feasibility and long-lead procurement at Black Pine, without shareholder dilution. We are also very pleased to partner with Heliostar who have an experienced team that we believe is well positioned to advance Goldstrike toward development."
Approvals and Timing
The Transaction has been approved by the Board of Directors of Liberty Gold. Closing of the Transaction remains subject TSX-V regulatory approvals, as well as customary closing conditions for a transaction of this nature, and is expected to occur within 30 days.
Advisors and Counsel
Canaccord Genuity Corp. ("Canaccord Genuity") and 3L Capital Inc. acted as financial advisors to Liberty Gold and Blake, Cassels & Graydon LLP and Parsons Behle & Latimer acted as legal counsel in connection with the Transaction.
Canaccord Genuity has provided a fairness opinion to the Board of Directors of Liberty Gold, to the effect that, as of the date hereof, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Liberty Gold pursuant to the Transaction is fair, from a financial point of view, to Liberty Gold.
ABOUT LIBERTY GOLD
Liberty Gold is a U.S. focused gold development ...
