US$72.5M Gold Asset Sale Unlocks Staged Payments, Shares, and Milestone-Linked Cash

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1. Ownership and Share Structure Information

The information listed above was updated on the date this article was published and was compiled from information from the company and various other data providers.

Liberty Gold Corp. (LGD:TSX; LGDTF:OTCQX) announced that it has entered into a definitive share purchase agreement to sell the issued and outstanding shares of its subsidiary, Speciality American Metals Inc., which owns the Goldstrike project in southern Utah, to Heliostar Metals Ltd (HSTXF:OTCQB) for total consideration of US$72.5 million.

Under the terms of the agreement, Liberty Gold expects to receive gross proceeds of US$72.5 million, consisting of US$10 million in cash and approximately 1.6 million Heliostar common shares valued at approximately US$2.5 million on closing, followed by US$10 million in cash 12 months after closing and an additional US$10 million in cash 18 months after closing. The agreement also includes US$15 million in cash payable on the earlier of the achievement of certain infrastructure-related milestones or five years from closing, and US$25 million in cash payable on the earlier of the release of a feasibility study, a construction decision, or five years from closing.

All Heliostar shares received as part of the consideration will be subject to a hold period under applicable Canadian securities laws, expiring four months plus one day after closing. The agreement includes customary representations, warranties, covenants, and indemnities.

"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 and chief executive officer of Liberty Gold, in a company news release.

The transaction has been approved by Liberty Gold's board of directors and remains subject to TSX Venture Exchange regulatory approvals and customary closing conditions. Closing is expected to occur within 30 days.

Precious Metals Markets Reflect Volatility, Macroeconomic Sensitivity, and Investment Flows

According to a March 24 report from Reuters, gold prices were influenced by macroeconomic and geopolitical developments, with one market participant stating that "gold is seeing a technical recovery and is also being supported by optimism that hostilities involving Iran may be diminishing, which has helped ease oil prices."

The report also noted that "falling oil prices help ease inflation pressures, reducing the likelihood of prolonged higher interest rates," while adding that gold "loses appeal in high-rate environments as the opportunity cost of holding a non-yielding asset increases." Analysts cited in the same report stated that "the recent pullback has seen a sharp exit of much of this capital," while also noting "the recent trend of central bank reserve diversification as set to continue, with new entrants buying in 2026."

Kitco Media reported on March 25 that gold and silver prices moved in response to currency and rate dynamics, stating that "gold and silver prices are posting sharp gains in early U.S. trading today, boosted by a weaker U.S. dollar index and a dip in U.S. Treasury yields."

The report added that "there's an old trading adage that says markets will do anything and everything possible to frustrate the largest number of traders," noting that "they sell off on keener risk aversion and rally on better risk appetite." It further stated that "apparently, the metals traders on this day are focusing more on inflation prospects receding if the war in the Middle East de-escalates."

In a March 25 report, Citi described differing short- and long-term dynamics in precious metals, stating that it "lays out its short-term bearish, long-term bullish case for Gold and Silver." The report noted that "gold has sold off sharply, declining roughly 15% as it trades in line with broader risk assets rather than as a safe haven, pressured by higher real rates and a stronger dollar." It also stated that "this behavior is consistent with past crises, where gold typically falls initially during liquidity stress before stabilizing and eventually rebounding ahead of broader markets."

Analyst Coverage Highlights Resource Growth, Permitting Progress, and Valuation Metrics

In a January 21 research note, Canaccord Genuity analyst Peter Bell stated that "we view the acceptance into FAST-41 as a constructive step in derisking the project's path to development." Canaccord Genuity maintained a Speculative Buy rating and a CA$5 per share target price.

According to a February 11 research note from BMO Capital Markets analyst Brian Quast, the updated mineral resource estimate "reveals a 17% increase in Measured & Indicated resources to 4.9Moz and a 47% jump in Inferred resources to 1.05Moz, while a high-grade core of 1.91Moz at 0.99g/t adds further value." BMO Capital Markets maintained an Outperform (Speculative) rating and did not assign a target price.

In a February 18 report, National Bank Financial analyst Rabi Nizami noted that Liberty Gold "reported a 22% increase in mineral resources at its Black Pine gold project in Idaho to 5.9 million ounces." Nizami maintained an Outperform rating and assigned a CA$1.70 target price.

According to a March 23 update from 3L Capital, analysts stated that "we view the divestiture positively, as it offers an immediate cash injection and milestone payments, and it means that LGD does not need to raise additional equity until construction." The report added that the transaction "has secured a significant source of non-dilutive capital to advance the Black Pine Project" and noted that "it has simplified the story and now enables the team to focus entirely on Black Pine."

In a March 23 flash note,  Paradigm Capital analyst Lauren McConnell wrote that "we view the sale of Goldstrike as a strategically positive transaction," adding that "the structure provides meaningful non-dilutive capital and reduces execution risk by monetizing a non-core asset at a logical point in the cycle." The firm also stated that "the transaction strengthens Liberty's balance sheet at a critical stage in the development of Black Pine."

In a separate March 23 report, Paradigm Capital stated that "the schedule introduces a transparent, agency-aligned pathway with defined milestones under NEPA, shifting Black Pine from an open-ended permitting process to a structured and monitored timeline." The firm added that "this milestone represents the clearest signal yet that permitting is advancing in a disciplined, trackable sequence, improving visibility on the path to construction."

Advancement Milestones at Black Pine and Corporate Work Programs

According to its March 2026 investor presentation, Liberty Gold outlined multiple operational and development milestones associated with its Black Pine project and broader corporate activities.

The company reported that an updated mineral resource estimate incorporating feasibility drilling was targeted for the first quarter, alongside final drilling assays from 2025 to support feasibility inputs. Metallurgical test work results supporting recovery assumptions were expected in the first half of the year, with a feasibility study targeted for delivery in the fourth quarter.

Permitting-related activities include the filing of a Notice of Intent in the first quarter and the continuation of the Environmental Impact Statement process under a coordinated federal review framework. State permitting processes are underway and aligned with the Environmental Impact Statement timeline, while federal, state, and community engagement efforts are ongoing in support of permitting. 

Engineering and cost-related work includes refinement of engineering designs and capital cost estimates to support the feasibility study. The company also outlined continued investor engagement as Black Pine advances, along with portfolio rationalization initiatives intended to support a focus on development activities.

¹Ownership and Share Structure

Institutions hold 27.72% of Liberty Gold, with Van Eck Associates holding the most with 10.16%. Management and insiders hold 3.11%. The rest is retail.

Liberty has a market cap of CA$552.8 million, 524.6 million outstanding shares, and a 52-week range of CA$0.27-CA$1.69.