PLANTATION, FLORIDA--(Marketwired - Feb. 13, 2015) - On February 13, 2015, Bobby Genovese (the "Filer") entered into a private share purchase agreement (the "Purchase Agreement"), pursuant to which the Filer will acquire an additional 160,000 post-consolidation common shares ("Common Shares") of Liberty Silver Corp. ("Liberty Silver"), representing 1.3% of the issued and outstanding Common Shares of Liberty Silver after giving effect to the share consolidation on the basis of one (1) new post-consolidation common share for every 15 pre-consolidated common shares completed by Liberty Silver on January 30, 2015 (the "January Consolidation"). Unless otherwise provided, all references herein to common share numbers and dollar amounts are on a post-consolidated basis.
As a result, for the purposes of applicable Canadian securities laws, the Filer now has beneficial ownership of an aggregate of 8,817,419 Common Shares, which constitute approximately 71.37% of the Common Shares of Liberty Silver, calculated in accordance with applicable Canadian securities laws.
As described in more detail in the corresponding early warning report, BG Capital Group Ltd. has entered into an amended and restated loan agreement with Liberty Silver (the "Loan Agreement") on October 15, 2014, which provides for a loan by BG Capital Group Ltd. of up to US$1,250,000 to Liberty Silver (the "Loan"). 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 BG Capital Group Ltd. at a price of US$0.1875 per Common Share (adjusted for the January Consolidation, and subject to future 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 6,666,667 Common Shares (the "Loan Shares"). The approximate number of Loan Shares (6,666,667) 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 15,484,086 Common Shares, representing 81.41% of the Common Shares (comprised of the 8,817,419 Common Shares held by the Filer Entities and the 6,666,667 Loan Shares), based on Liberty Silver having 19,020,639 Common Shares issued and outstanding after the January Consolidation and the issuance of the Loan Shares.
Effective as of February 13, 2015, there is US$750,000 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 4,000,000 of the Loan Shares (the "Current Loan Shares"). Following which, the Filer would own 12,817,419 Common Shares, representing 78.37% of the Common Shares (comprised of the 8,817,419 Common Shares held by the Filer Entities and the 4,000,000 Current Loan Shares), based on Liberty Silver having 16,353,972 Common Shares issued and outstanding after the January Consolidation and the issuance of the Current Loan Shares.
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.
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 purchases that are subject of this release are taking place on the private market.
The consideration paid for the Common Shares acquired under the Purchase Agreement is $0.15 per Common Share (being $0.01 for each pre-consolidated common share).
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 Vogul at (954) 762-2223 extension 3.
The address of the Filer is:
| Suite 203 |
| Lauriston House |
| Lower Collymore Rock |
| St. Michael, Barbados |
Contact Information:
(954) 762-2223 extension 3