Bobby Genovese

October 17, 2014 16:30 ET

Bobby Genovese Holdings in Liberty Silver Corp.

ST. MICHAEL, BARBADOS--(Marketwired - Oct. 17, 2014) - Effective October 15, 2014, Bobby Genovese (the "Filer") acquired 99,892,296 common shares ("Common Shares") of Liberty Silver Corp. ("Liberty Silver"), representing 54.11% of the issued and outstanding Common Shares of Liberty Silver. The Common Shares were acquired pursuant to the conversion of the Initial Agreement, as defined below. As a result, for the purposes of applicable Canadian securities laws, the Filer now has beneficial ownership of an aggregate of 129,861,249 Common Shares, which constitute approximately 70.34% 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.

The Common Shares were acquired pursuant to the conversion of the loan by BG Capital Group Ltd. of up to US$1,210,000 to Liberty Silver (the "Initial Loan") provided under the loan agreement dated November 14, 2013 with Liberty Silver (the "Initial Loan Agreement"). The Initial Loan was converted at a price of US$0.0125 per Common Share.

As described in more detail below, BG Capital Group Ltd. has entered into an amended and restated loan agreement with Liberty Silver (the "Loan Agreement") on October 15, 2014, which amends and restates the Initial Loan Agreement and 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$0.0125 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 100,000,000 Common Shares (the "Loan Shares"). The approximate number of Loan Shares (100,000,000) 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 229,861,249 Common Shares, representing 80.76% of the Common Shares (comprised of the 129,861,249 Common Shares held by the Filer Entities and the 100,000,000 Loan Shares), based on Liberty Silver having 284,616,241 Common Shares issued and outstanding after the issuance of the Loan Shares.

Effective as of October 15, 2014, there is US$350,000 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 28,000,000 of the Loan Shares (the "Current Loan Shares"). Following which, the Filer would own 157,861,249 Common Shares, representing 74.00% of the Common Shares (comprised of the 129,861,249 Common Shares held by the Filer Entities and the 28,000,000 Current Loan Shares), based on Liberty Silver having 212,616,241 Common Shares issued and outstanding after 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 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

Contact Information

  • Stacey Vogel
    (954) 762-2223 extension 3