|By Marketwired .||
|May 27, 2014 02:15 PM EDT||
ST. MICHAEL, BARBADOS -- (Marketwired) -- 05/27/14 -- On May 27, 2014, Bobby Genovese (the "Filer") entered into a private share purchase agreement (the "Purchase Agreement"), pursuant to which the Filer will acquire an additional 10,000,000 common shares ("Common Shares") of Liberty Silver Corp. ("Liberty Silver"), representing 11.9% of the issued and outstanding Common Shares of Liberty Silver. As a result, for the purposes of applicable Canadian securities laws, the Filer now has beneficial ownership of an aggregate of 25,100,853 Common Shares, which constitute approximately 29.88% of the Common Shares of Liberty Silver, calculated in accordance with applicable Canadian securities laws. The Common Shares referred to in this release are held by BG Capital Group Ltd., Lookback Investments Inc. and Outlook Investments Inc. (the "Filer Entities"), each of which is controlled by the Filer.
As described in more detail below, BG Capital Group Ltd. has entered into a loan agreement with Liberty Silver (the "Loan Agreement") which provides for a loan by BG Capital Group Ltd. of up to US$1,210,000 to Liberty Silver. The Loan Agreement provides, among other things, that the unpaid principal amount, together with accrued and unpaid interest may be converted into Common Shares at the sole option of Liberty Silver, and subject to the approval of the Toronto Stock Exchange, if Liberty Silver completes an arm's length equity financing of US$500,000 or more at a price of not less than US$0.50 per Common Share (subject to adjustments for consolidations, splits or similar events). If the full principal amount of the loan were to be advanced and converted in accordance with the terms of the Loan Agreement at the minimum conversion price, the Filer would hold an additional 2,420,000 Common Shares (the "Loan Shares"). The approximate number of Loan Shares (2,420,000) does not include the additional Common Shares that will be acquired by the Filer for the interest amount.
Accordingly, for the purpose of applicable securities laws, upon the advance of the full principal amount of the loan, the Filer would be considered to beneficially own 27,520,853 Common Shares, representing 31.48% of the Common Shares (comprised of the 25,100,853 Common Shares held by the Filer Entities and the 2,420,000 Loan Shares), based on Liberty Silver having 87,411,945 Common Shares issued and outstanding after the completion of the US$500,000 financing at US$0.50 per Common Share and the issuance of the Loan Shares.
As at the date hereof, there is US$907,500 principal amount outstanding which, if converted in accordance with the terms of the Loan Agreement at the minimum conversion price, would result in the Filer obtaining 1,815,000 of the Loan Shares (the "Current Loan Shares"). Following which, the Filer would own 26,915,853 Common Shares, representing 31.0% of the Common Shares (comprised of the 25,100,853 Common Shares held by the Filer Entities and the 1,815,000 Current Loan Shares), based on Liberty Silver having 86,806,945 Common Shares issued and outstanding after the completion of the US$500,000 financing at US$0.50 per Common Share and the issuance of the Current Loan Shares.
The Common Shares being acquired under the Purchase Agreement will be subject to, and governed by the voting trust agreement described in more detail in the early warning report to be filed by the Filer in connection with the information in this press release.
The purchases that are subject of this release are taking place on the private market and the consideration paid for the Common Shares acquired under the Purchase Agreement is $0.02 per Common Share.
The securities are held by the Filer for investment purposes. The Filer intends to review its investment in Liberty Silver on a continuing basis. Depending on various factors including, without limitation, Liberty Silver's financial position and prospects, the price levels of the securities of Liberty Silver, conditions in the securities markets and general economic and industry conditions, the Filer's business or financial condition and other factors and conditions the Filer deems appropriate, the Filer may in the future take such actions with respect to its investment in Liberty Silver as the Filer deems appropriate including, without limitation, acquiring, selling or otherwise disposing of securities of Liberty Silver. In addition, the Filer may formulate other purposes, plans or proposals regarding Liberty Silver or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to in this release.
The Filer is relying on the private agreement exemption under section 100.1(1) of the Securities Act (Ontario). The purchase price was CDN $0.02. The aggregate price paid for the securities, including commission, if any, did not exceed 115% of the market price of the securities at the date of the bid as determined in accordance with the regulations.
The issuance and filing of this release is not an admission that any entity named in this release owns or controls any securities described in this release or is a joint actor with another named entity.
A copy of the early warning report to be filed by the Filer in connection with the information in this press release may be obtained from Stacey Vogel at (954) 762-2223 extension 3.
The address of the Filer is:
Suite 203 Lauriston House Lower Collymore Rock St. Michael, Barbados
(954) 762-2223 extension 3
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