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Liberty Gold Corp. (TSX: LGD,OTC:LGDTF; OTCQX: LGDTF) ("Liberty Gold" or the "Company") announces that, through its subsidiary Liberty Gold USA Inc., it has entered into an asset purchase agreement (the "Agreement") with a subsidiary of Blue Moon Metals Inc. ("Blue Moon"), whereby Liberty Gold will divest its copper-gallium-germanium Gage Project located in southern Utah (the "Project"), for consideration of 420,935 common shares in Blue Moon plus a 2.0% net smelter return royalty (the "Transaction").
The Project, which is comprised of interests in certain unpatented critical minerals focused mining claims and School and Institutional Trust Lands Administration ("SITLA") leases, was deemed a non-core asset and was the subject of a review of divestiture options as announced by the Company in late December 2025 (see press release dated December 31, 2025).
Transaction Summary
Under the terms of the Agreement, on closing of the Transaction, Liberty Gold will receive total consideration comprised of:
- Approximately US$2 million via the receipt of 420,935 common shares of Blue Moon; and
- A 2.0% net smelter return royalty ("NSR"), payable on mineral production on the Project, excluding land subject to SITLA leases, and subject to an option in favour of Blue Moon to repurchase 1.0% of the NSR at any time prior to achieving commercial production for a cash payment of US$2 million.
The Agreement contains certain representations and warranties, covenants and indemnities customary for a transaction of this nature. All shares of Blue Moon 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.
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.
No advisory fees have been paid in relation to the Transaction.
Advisors and Counsel
Blake, Cassels & Graydon LLP and Parsons Behle & Latimer acted as legal counsel in connection with the Transaction.
ABOUT LIBERTY GOLD
Liberty Gold is a U.S. focused gold development company building and advancing a pipeline of gold assets in the Great Basin, one of the world's most productive and mining friendly gold regions. The Company's flagship asset is the 100% owned Black Pine Oxide Gold Project in southern Idaho, a large scale, past-producing run-of-mine heap leach system being advanced through feasibility and permitting toward a modern open-pit mining operation. Liberty Gold also controls the Goldstrike Project in Utah, which remains an important part of the Company's U.S. gold asset portfolio. The Company's strategy is to responsibly develop high quality, long-life gold projects in supportive jurisdictions, led by an experienced team with a track record of discovery, development and delivering long term value.
For more information, visit libertygold.ca or contact:
Susie Bell, Vice President, Investor Relations and Corporate Communications
Phone: 604-632-4677 or Toll Free 1-877-632-4677
info@libertygold.ca
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws, including statements or information concerning, future financial or operating performance of Liberty Gold and its business, operations, properties and condition; planned de-risking activities at Liberty Gold's mineral properties; federal and state permitting timelines, future updates to the mineral resource, the potential quantity, recoverability and/or grade of minerals; the potential size of a mineralized zone or potential expansion of mineralization; proposed exploration and development of Liberty Gold's exploration property interests; future water rights acquisitions; the results of mineral resource estimates or mineral reserve estimates and preliminary feasibility studies; and the Company's anticipated expenditures.
Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "planned", "expect", "project", "predict", "potential", "targeting", "intends", "believe", "potential", and similar expressions, or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including, among others, assumptions about future prices of gold, and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, timely receipt of governmental or regulatory approvals, including any stock exchange approvals; receipt of a financing on time, obtaining renewals for existing licenses and permits and obtaining required licenses and permits, labour stability, stability in market conditions, availability of equipment, results or timing of any mineral resources, results or timing of any baseline studies, resource conversion, pre-feasibility study, mineral reserves, or feasibility study; the availability of drill rigs, successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of Liberty Gold and there is no assurance they will prove to be correct.
Such forward-looking information, involves known and unknown risks, which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking information, including, risks related to the interpretation of results and/or the reliance on technical information provided by third parties as related to the Company's mineral property interests; changes in project parameters as plans continue to be refined; current economic conditions; state and federal permitting processes, future prices of commodities; possible variations in grade or recovery rates; the costs and timing of the development of new deposits; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; the timing and success of exploration activities generally; the timing or results of the publication of any mineral resources, mineral reserves or feasibility studies; delays in permitting; possible claims against the Company; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, financing, timing of the completion of exploration as well as those factors discussed in the Annual Information Form of the Company dated March 25, 2025, in the section entitled "Risk Factors", under Liberty Gold's SEDAR+ profile at www.sedarplus.ca.
Although Liberty Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Liberty Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except for material differences between actual results and previously disclosed material forward-looking information, or as otherwise required by law.
Except for statements of historical fact, information contained herein or incorporated by reference herein constitutes forward-looking statements and forward-looking information. Readers should not place undue reliance on forward-looking information. All forward-looking statements and forward-looking information attributable to us is expressly qualified by these cautionary statements.
