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Copper Giant Resources Corp. — Capital/Financing Update 2023
Mar 23, 2023
46359_rns_2023-03-23_70ab36a1-4b3a-41e9-b9c6-c9674570dc3d.pdf
Capital/Financing Update
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FORM 51-102F3 MATERIAL CHANGE REPORT
ITEM 1 – NAME AND ADDRESS OF COMPANY
Libero Copper & Gold Corporation (the “Company”) 905-1111 W. Hastings Street Vancouver, B.C., V6E 2J3
ITEM 2 – DATE OF MATERIAL CHANGE
March 22, 2023
ITEM 3 – NEWS RELEASE
A news release announcing the material changes was disseminated on March 23, 2023 and through Cision and a copy has been filed under the Company’s profile on SEDAR.
ITEM 4 – SUMMARY OF MATERIAL CHANGE
Libero Copper & Gold Corporation announced on March 23, 2023 that it has established an at-the-market equity program (the “ATM Program”). The ATM Program allows Libero to issue and sell at its discretion up to $5,000,000 of common shares in the capital of the Company to the public from time to time through Independent Trading Group (ITG) Inc. as sole agent at the prevailing market price when issued, directly on the TSX Venture Exchange or any other recognized marketplace where the common shares of the Company are listed or quoted or traded in Canada.
ITEM 5 – FULL DESCRIPTION OF MATERIAL CHANGE
March 23, 2023 - Libero Copper & Gold Corporation (TSXV:LBC, OTCQB:LBCMF, DE:29H) (“Libero Copper”) is pleased to announce that it has established an at-the-market equity program (the “ATM Program”). The ATM Program allows Libero Copper to issue and sell, at its discretion, up to $5,000,000 of common shares in the capital of Libero Copper (“Common Shares”) to the public from time to time through Independent Trading Group (ITG) Inc. (the “Agent”), as sole agent, at the prevailing market price when issued, directly on the TSX Venture Exchange or any other recognized marketplace upon which the Common Shares are listed or quoted or where the Common Shares are traded in Canada. Libero Copper intends to use the net proceeds from any sales of Common Shares under the ATM Program for exploration of its Mocoa Project located in Putumayo, Colombia, exploration of its Esperanza Project located in San Juan, Argentina, and for general corporate purposes.
Distribution of Common Shares under the ATM Program will be made pursuant to the terms of an equity distribution agreement (the "Equity Distribution Agreement") dated March 22, 2023 entered into between Libero Copper and the Agent.
The ATM Program will be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program and the date on which the receipt issued for Libero Copper's base shelf prospectus dated February 23, 2022 (the "Base Shelf Prospectus") ceases to be effective in accordance with Canadian Securities laws, unless terminated prior to such date by Libero or the Agent. As Common Shares sold in the ATM Program will be issued and sold at the prevailing market price at the time of the sale, prices may vary among purchasers during the period of distribution.
The offering under the ATM Program will be made pursuant to a prospectus supplement dated March 22, 2023 (the "Prospectus Supplement") to the Base Shelf Prospectus, which has been filed with the applicable securities regulatory authorities in each of the provinces and territories in Canada. The Equity Distribution Agreement, the Prospectus Supplement and the Base Shelf Prospectus may be obtained on request, without charge, from the Corporate Secretary of Libero Copper at Suite 905 - 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 (Telephone +1 778 372 2553) and are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any U.S. state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the "United States" or to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) except in certain transactions exempt from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws.
ITEM 6 – RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
None.
ITEM 7 – OMITTED INFORMATION
Not applicable.
ITEM 8 – EXECUTIVE OFFICER
The following executive officer of the Company is knowledgeable about the material change and this Report:
Ian Slater, Executive Chairman Telephone: (604) 638-2545 X100 [email protected]
ITEM 9 – DATE OF REPORT
This Material Change Report is dated as of March 23, 2023