Liberty Gold investor Centerra to acquire 50.02M shares

Executive Summary

• Liberty Gold Corp. entered into a subscription agreement with Centerra Gold Inc., selling 9.9 % of its common shares (50,025,230 shares) for gross proceeds of $28.01 million.
• The investment will fund technical studies and general corporate purposes for the Black Pine oxide gold project in Idaho.
• Centerra will obtain investor rights, including financing participation, information rights, a seat on Liberty Gold’s board, and other customary privileges, subject to share‑holding thresholds.

Key Details

• Transaction: Private placement of 50,025,230 common shares at $0.56 per share.
• Gross Proceeds: $28.01 million, representing a 10 % premium to the five‑day VWAP on the TSX.
• Ownership Stake: Centerra will hold 9.9 % of Liberty Gold’s issued and outstanding common shares.
• Closing Date: Expected on or about Oct. 1, 2025, subject to customary conditions and TSX approval.
• Use of Proceeds: Advance technical studies at the Black Pine project and for general corporate purposes.
• Investor Rights Agreement:
• Financing participation rights, information rights, technical committee representation rights.
• Right to appoint one nominee to Liberty Gold’s board of directors (subject to share‑holding thresholds).
• Statutory Hold Period: All shares issued are subject to a hold period of four months and one day from the closing date under Canadian securities law.

Notable Quotes

“We are thrilled to welcome Centerra as a strategic investor… Their investment is a strong endorsement of our progress and the compelling potential of our flagship U.S. oxide gold project, Black Pine.” – Jon Gilligan, CEO, Liberty Gold

“We are pleased to support the Liberty Gold team with this strategic investment… Our regional and operational expertise can complement Liberty Gold’s efforts and create meaningful synergies to bring Black Pine into production.” – Paul Tomory, CEO, Centerra Gold