|By Marketwired .||
|May 30, 2014 04:46 PM EDT||
ST. MICHAEL, BARBADOS -- (Marketwired) -- 05/30/14 -- On May 30, 2014, Bobby Genovese (the "Filer") entered into a private share purchase agreement (the "Purchase Agreement"), pursuant to which the Filer will acquire an additional 4,575,000 common shares ("Common Shares") of Liberty Silver Corp. ("Liberty Silver"), representing 5.45% 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 29,675,853 Common Shares, which constitute approximately 35.33% 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 32,095,853 Common Shares, representing 36.72% of the Common Shares (comprised of the 29,675,853 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 31,490,853 Common Shares, representing 36.28% of the Common Shares (comprised of the 29,675,853 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
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and ...
May. 31, 2016 09:15 PM EDT Reads: 1,016
18th Cloud Expo, taking place June 7-9, 2016, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises are using some...
May. 31, 2016 09:00 PM EDT Reads: 3,334
Cloud computing delivers on-demand resources that provide businesses with flexibility and cost-savings. The challenge in moving workloads to the cloud has been the cost and complexity of ensuring the initial and ongoing security and regulatory (PCI, HIPAA, FFIEC) compliance across private and public clouds. Manual security compliance is slow, prone to human error, and represents over 50% of the cost of managing cloud applications. Determining how to automate cloud security compliance is critical...
May. 31, 2016 09:00 PM EDT Reads: 2,081
How will your company move to the cloud while ensuring a solid security posture? Organizations from small to large are increasingly adopting cloud solutions to deliver essential business services at a much lower cost. According to cyber security experts, the frequency and severity of cyber-attacks are on the rise, causing alarm to businesses and customers across a variety of industries. To defend against exploits like these, a company must adopt a comprehensive security defense strategy that is ...
May. 31, 2016 08:45 PM EDT Reads: 989
@DevOpsSummit taking place June 7-9, 2016 at Javits Center, New York City, and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world.
May. 31, 2016 08:45 PM EDT Reads: 3,254
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device. For more information, please visit https://www.mangoapps.com/.
May. 31, 2016 08:30 PM EDT Reads: 1,246
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed...
May. 31, 2016 08:30 PM EDT Reads: 2,227
SYS-CON Events announced today that EastBanc Technologies will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. EastBanc Technologies has been working at the frontier of technology since 1999. Today, the firm provides full-lifecycle software development delivering flexible technology solutions that seamlessly integrate with existing systems – whether on premise or cloud. EastBanc Technologies partners with p...
May. 31, 2016 08:00 PM EDT Reads: 2,509
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
May. 31, 2016 07:15 PM EDT Reads: 1,911
SYS-CON Events announced today that IBM Cloud Data Services has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
May. 31, 2016 07:15 PM EDT Reads: 1,805
We’ve been doing it for years, decades for some. How many websites have you created accounts on? Your bank, your credit card companies, social media sites, hotels and travel sites, online shopping sites, and that’s just the start. We do it often without even thinking about it, quickly entering our personal information, our data, in a plethora of systems. Sometimes we’re not even aware of the information we are providing. It could be very personal information (think of the security questions you ...
May. 31, 2016 06:45 PM EDT Reads: 1,165
The cloud era has reached the stage where it is no longer a question of whether a company should migrate, but when. Enterprises have embraced the outsourcing of where their various applications are stored and who manages them, saving significant investment along the way. Plus, the cloud has become a defining competitive edge. Companies that fail to successfully adapt risk failure. The media, of course, continues to extol the virtues of the cloud, including how easy it is to get there. Migrating...
May. 31, 2016 06:30 PM EDT Reads: 902
In today's enterprise, digital transformation represents organizational change even more so than technology change, as customer preferences and behavior drive end-to-end transformation across lines of business as well as IT. To capitalize on the ubiquitous disruption driving this transformation, companies must be able to innovate at an increasingly rapid pace. Traditional approaches for driving innovation are now woefully inadequate for keeping up with the breadth of disruption and change facin...
May. 31, 2016 05:45 PM EDT Reads: 1,792
As machines are increasingly connected to the internet, it’s becoming easier to discover the numerous ways Industrial IoT (IIoT) is helping to shape the business world. This is exactly why we have decided to take a closer look at this pervasive movement and to examine the desire to connect more things! Now if you need a refresher on IIoT and how it is changing the world, take a moment and listen to Greg Gorbach with ARC Advisory Group. Gorbach believes, "IIoT will significantly change the worl...
May. 31, 2016 05:00 PM EDT Reads: 2,152
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, will discuss the importance of WebRTC and how it enables companies to fo...
May. 31, 2016 04:45 PM EDT Reads: 2,666