|By Marketwired .||
|December 31, 2013 12:54 PM EST||
PLANTATION, FLORIDA -- (Marketwired) -- 12/31/13 -- As at December 30, 2013, Bobby Genovese (the "Filer"), has acquired an additional 1,796,000 common shares ("Common Shares") of Liberty Silver Corp. ("Liberty Silver"), representing an increase in ownership of 2.1% since the filing of the early warning report dated November 20, 2013. As a result, for the purposes of applicable Canadian securities laws, has beneficial ownership of an aggregate of 10,405,853 Common Shares, which constitute approximately 12.4% of the Common Shares, 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 in Item 8 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"), representing 2.76% of the Common Shares currently issued and outstanding. 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 12,825,853 Common Shares, representing 14.7% of the Common Shares (comprised of the 10,405,853 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$605,000 principal amount outstanding which, if converted in accordance with the terms of the Loan Agreement at the minimum conversion price, the Filer would hold an additional 1,210,000 Common Shares, representing 1.44% of the Common Shares currently issued and outstanding.
The purchase of Common Shares that gave rise to the requirement to provide the news release took place on the Toronto Stock Exchange and the consideration paid was $0.03 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 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:
1250 South Pine Island Rd Suite 500 Plantation, Florida 33324 U.S.A.
1250 South Pine Island Rd
Plantation, Florida 33324