Liberty Gold Announces the Sale of the Goldstrike Project for Proceeds of US$72.5 Million
Executive Summary
- Liberty Gold entered into a definitive share purchase agreement to sell its subsidiary Speciality American Metals Inc. (owner of the Goldstrike Project, Utah) to Heliostar Metals Ltd. for total consideration of US $72.5 million.
- The transaction provides Liberty Gold with up‑front non‑dilutive capital and staged cash payments that will fund advancement of its flagship Black Pine Oxide Gold Project in Idaho.
- Closing is expected within 30 days, subject to TSX‑V regulatory approvals; the agreement includes customary representations, warranties, covenants and a four‑month hold period on Heliostar shares received as part of consideration.
Key Details
- Total Consideration: US $72.5 million comprised of:
- US $10 million cash + ~1.6 million Heliostar common shares (≈US $2.5 million) at closing.
- US $10 million cash payable 12 months after closing.
- US $10 million cash payable 18 months after closing.
- US $15 million cash payable on the earlier of achievement of specified infrastructure milestones or five years from closing.
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US $25 million cash payable on the earlier of release of a feasibility study, a construction decision, or five years from closing.
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Use of Proceeds: Funds will be used to advance the Black Pine Oxide Gold Project (feasibility studies, permitting, long‑lead procurement, and overall project development).
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Hold Period: Heliostar shares received are subject to a hold period of four months plus one day under Canadian securities laws.
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Board Approval: Transaction approved by Liberty Gold’s Board of Directors; closing contingent on TSX‑V regulatory approvals and customary conditions.
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Advisors & Counsel:
- Financial Advisors – Canaccord Genuity Corp. and 3L Capital Inc. (Liberty Gold).
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Legal Counsel – Blake, Cassels & Graydon LLP and Parsons Behle & Latimer (Liberty Gold).
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Fairness Opinion: Canaccord Genuity issued a fairness opinion stating the consideration is fair from a financial point of view to Liberty Gold as of the date of the agreement.
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CEO Quote: “This transaction provides meaningful non‑dilutive capital… strengthening our balance sheet at an important stage in the advancement of Black Pine.” – Jon Gilligan, President & CEO.
Notable Quotes
“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.” – Jon Gilligan, President & Chief Executive Officer, Liberty Gold.