VANCOUVER, B.C. – Liberty Gold Corp. (TSX:LGD; OTCQX:LGDTF) (“Liberty Gold” or the “Company”) is pleased to provide an update on the “spin-out” process to shareholders of its wholly-owned subsidiary that holds the Goldstrike Project with the Antimony Ridge discovery which is expected to be renamed Specialty American Metals Inc. (“Specialty American”), currently owned 100% by Liberty Gold.

Highlights
Specialty American is expected to hold the Goldstrike Project and its recent Antimony Ridge discovery.
The proposed spinout structure is expected to be effected by a plan of arrangement (the “Arrangement”) between Liberty Gold and Specialty American and is expected to be subject to customary conditions, including shareholder, regulatory and court approval.
Under the Arrangement, a portion of the common shares of Specialty American would be distributed to Liberty Gold’s shareholders, at a ratio to be determined in due course. Liberty Gold will retain a percentage of shares of Specialty American in exchange for funds already invested in the project.
Should the Arrangement become effective, Liberty Gold shareholders would own shares of two companies: Liberty Gold, which will focus on the development of the Black Pine Oxide Gold Project in Idaho, and Specialty American, which will be a company focused on specialty metals in the United States, underpinned by the exciting Antimony Ridge discovery at the Goldstrike Project in Utah. The capital structure of Specialty American will be finalized in due course and could involve a share plus warrant.
A meeting of Liberty Gold’s shareholders to approve the transaction is expected to occur in the third quarter of 2025. All shareholders, current and /or future of Liberty Gold at the record date (45 days prior to the shareholder meeting) will be entitled to receive shares and warrants in Specialty American.
Progress to Date

Cal Everett and Greg Etter from Liberty Gold’s board of directors have agreed to join the board of Specialty American and suitable independent candidates have been identified for the remainder of the board.
Russell Starr has agreed to become the CEO of Specialty American, Peter Shabestari, Liberty Gold’s Vice President of Exploration, will join as its President and Joanna Bailey, Liberty Gold’s CFO, will serve in the same capacity with Specialty American.
Documentation including the Arrangement agreement and information circular to shareholders are well progressed.
Cal Everett, CEO and Director of Liberty Gold: "The spinout of the Antimony Ridge discovery from Liberty Gold into Specialty American Metals will provide a new vehicle for shareholders that will be dedicated to unlocking the value potential of Antimony Ridge and is well positioned to pursue further growth transactions in the specialty metals space in the U.S. I am also pleased to welcome Russell Starr as the CEO of Specialty American. Russell’s background and skill set will be invaluable in growing Specialty American and progressing our Antimony Ridge discovery.”

Russell Starr, CEO and Director of Specialty American: "Having the opportunity to work with a seasoned team from Liberty Gold along with exceptional and potentially world-class critical element assets is something most executives pursue their entire careers. Specialty American Metals is that rare combination of assets, team and timing with the looming trade wars over specialty/critical elements. Specialty American will look to leverage our team and assets to generate tremendous ROE for our shareholders.”

Background of Specialty American Directors and Executives

Russell Starr, CEO and Director

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