Sennen Resources Ltd.
TSX VENTURE : SN

Sennen Resources Ltd.

July 31, 2012 11:55 ET

Sennen Board Recommends Shareholders Reject Liberty's Hostile Offer

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 31, 2012) - Sennen Resources Ltd (TSX VENTURE:SN) ("Sennen" or the "Company") notes Liberty Silver Corp.'s ("Liberty") offer issued on July 16, 2012 (the "Liberty Offer"). The Board of Directors of Sennen has carefully reviewed and considered the Liberty Offer and their UNANIMOUS recommendation to Sennen Shareholders is to REJECT the Liberty Offer and NOT TENDER their Sennen Shares, and that any Sennen Shareholder who has tendered their Sennen Shares to the Liberty Offer should formally WITHDRAW those Sennen Shares.

In unanimously concluding that the Liberty Offer is inadequate and not in the best interests of Sennen Shareholders, the Board of Directors, upon the recommendation of a Special Committee of the Board, and with a written opinion from Jennings Capital Inc. ("Jennings"), and in consultation with technical consultants, identified a number of negative aspects of the Liberty Offer as being most relevant, including the following:

Sennen is Better Positioned to Maximize the Value to Sennen Shareholders.

  • In the current market and investment climate the most important asset a junior company could have is cash. Sennen has $13.5 million and no debt, and this is of significantly greater value than any merger arrangement that grants Sennen Shareholders effectively a 13% interest in an unproven mineral prospect in a company with very little cash.
  • Sennen's business strategy is to identify mineral resource properties for acquisition, exploration, development and production or sale, and it has been successful with this strategy. The Board believes Sennen can continue being successful utilizing Sennen's current cash reserves, in a market where cash has become a lot more valuable, than participating in an early stage, high risk exploration endeavour.
  • Sennen's management and Board of Directors combined have over 125 years of relevant experience in the mining and mineral exploration industry. With $13.5 million cash and no debt, the Company is now in a perfect situation to take advantage of the solvency crisis that many junior exploration companies find themselves in.
  • The Board believes that Sennen Shareholders will receive greater value by permitting Sennen to execute its business plan and strategies than by exchanging their Sennen Shares for an approximate 18.8% stake in Liberty that would effectively convert to only a 13% interest in the Trinity Silver Project, or significantly less after dilution, if Liberty can retain its interest in it.

Liberty is Unable to Raise Cash.

  • The only asset which Liberty covets is Sennen's $13.5 million in cash. Liberty has indicated that they require Sennen's cash because they are unable to source capital from sophisticated investors or in any other manner.

Sennen Shareholders Would Be Contributing Substantially More Than They Would Receive.

  • The Liberty Circular indicates that Sennen Shareholders would receive an 18.8% equity interest in Liberty. In contrast, Sennen Shareholders will contribute over 84% of the pro forma cash assets and over 82% of the pro forma assets. The 18.8% equity interest being offered to Sennen Shareholders is insufficient compensation for Sennen's contribution to the pro forma assets and cash of the combined company as proposed by Liberty.
  • Readers are referred to the Directors' Circular of Sennen which will be filed SEDAR for a schematic of the respective contributions of Sennen and Liberty.

Liberty's Trinity Silver Project is of Unknown Value and of No Interest to Sennen

  • Liberty only has the right to earn a 70% interest in Trinity by spending $5,000,000 and completing a bankable feasibility. Newmont retains a 'back-in' right, or will receive a 5% NSR on all mineral production, and it is uncertain whether additional royalties apply to the property.
  • The discrepancies in assay values and the lack of QA/QC programs for the majority of the data as detailed in the Trinity technical report is of concern, and in that technical report, the authors acknowledge that they are …"concerned about the accuracy of the USBRC analyses..that represent 82% of the values used in the Inferred resource estimation."
  • Liberty does not own certain very important claims located in the middle of the Trinity area that cut off the mineralized zone to the east.
  • The inferred mineral resource in the oxide zone at Trinity is only 1.9M tons at 1.37oz/ton silver for contained ounces of silver of 2.6M, with no metallurgical and/or mine planning data for input into a bankable feasibility level study.
  • Liberty has stated that "Trinity is being prepared for potential near-term production", which appears premature based on an inferred resource with no supporting metallurgical, environmental and engineering information to provide for technical and economic evaluation having been communicated to the market. This contradicts Liberty's repeatedly quoted "risk-mitigation" and/or alternatively its "mitigated-risk" strategy.
  • Trinity appears to represent a high risk venture requiring significant expenditures on exploration, engineering and environmental work, as well as a permitting process of an unknown period that would involve the BLM, the Nevada Department of Conservation and Natural Resources, as well as various other stakeholders.
  • Sennen Shareholders would be incurring significant technical and financial risk in participating in what amounts to a 13% net interest in Trinity based on Liberty only being entitled to acquire a 70% interest in the project, which net interest would most likely be reduced as a result of future financing requirements.

Liberty has Limited Operating History; Sennen has a Track Record of Success.

  • Liberty claims to have a "seasoned management team and accomplished independent board of directors" and a "proven track record". In reality, Liberty's only successes to date have been limited to acquiring an 'earn-in' on an exploration stage mineral property and completing a very modest capital raising.
  • The Liberty Board and management team appear to have a limited track record in the junior mining sector and Liberty finds itself in a difficult financial predicament.
  • Sennen has a proven Board of Directors and management team with a track record of successfully acquiring, financing, developing and operating, or selling, mineral resource properties. This has placed Sennen, with its strong treasury, in an excellent position to take advantage of current market weakness.
  • Sennen's management team and Board have successfully raised over $1 billion for junior to mid-level mineral exploration, development and production stage companies, in varying market conditions and the Board believes that current management will continue to be successful in the future.

Liberty has Issued 68,400,000 Shares at an Effective Price of Less than $0.01.

  • Sennen notes that Liberty issued 68,400,000 shares, representing over 85% of the Liberty Shares, at prices between $0.00005 and $0.0025 per share (between one two hundredth of one cent and one quarter of one cent per share) taking into consideration the 20-for-1 split of Liberty shares in February 2010. If Sennen Shareholders accept the Liberty Offer, the shares they receive will be issued at a price higher than 98% of the shares issued by Liberty, and at a premium of over 14,000% (fourteen thousand percent) to such shares.

Management's Financial Commitment

  • Liberty refers to the high ratio of its shares held by its directors and officers (28%), relative to the ratio of Sennen Shares held by Sennen directors and officers (approximately 11%). Given the average price paid to the treasury of Liberty of less than one cent per share, it is understandable that Sennen directors are sceptical of the financial commitment of Liberty's management. Compare this with Sennen's management who recently purchased 2 million shares in the market at a cost of approximately $0.18 per share, clearly indicating a significantly larger financial commitment in Sennen than the management of Liberty have in their company.
  • The prices at which officers and directors of Liberty acquired their Liberty Shares is not publicly available as Insider Reports filed by such directors and officers in Canada do not include this information on initial filing, and Sennen has been unable as yet to find their US insider filings. Sennen invites Liberty to disclose this information in the interests of full and fair disclosure to Sennen Shareholders.

The Liberty Offer is Financially Inadequate

  • The Sennen Board of Directors and the Special Committee have received a written opinion dated July 30, 2012 from Jennings to the effect that the Liberty Offer is inadequate from a financial point of view to Sennen Shareholders.

Rejection of Liberty Offer by Sennen Directors, Officers and Significant Shareholders

  • The directors and officers of Sennen who hold an aggregate of 12M Sennen Shares on a fully diluted basis have advised Sennen that they will not tender any of their Sennen Shares to the Liberty Offer.
  • Subsequent to receipt of the Liberty Offer, the Company has received written confirmation from the holders of approximately 36.2M Sennen Shares, representing approximately 54% of the Sennen Shares on a fully diluted basis, who have advised the Company that they REJECT the Liberty Offer and will NOT tender their shares.

Recommendations

  • The Board of Directors of Sennen believes that the Liberty Offer is financially inadequate and fails to recognise the full value of Sennen's assets.
  • The Board of Directors of Sennen unanimously recommends that Sennen Shareholders REJECT the Liberty Offer and NOT TENDER their Sennen shares.
  • The Board of Directors of Sennen recommends that any Shareholder who has tendered their Sennen Shares to the Liberty Offer should WITHDRAW those Sennen Shares.

Stated Ian Rozier, President and CEO of Sennen, "We regard the Liberty shares as being significantly overpriced with respect to the value of their assets, and this offer represents significant downside risk for Sennen shareholders. It is of no interest to Sennen's Board, management, and major shareholders."

The Board's recommendation to Sennen shareholders that they REJECT the Liberty Offer and DO NOT TENDER their Sennen Shares, as well as a more detailed discussion of the reasons for rejecting the Liberty Offer and the written opinion provided by Jennings is contained in the Directors' Circular that will be mailed to each of Sennen's shareholders and filed with Canadian securities regulatory authorities. The Directors' Circular will be available on SEDAR at www.sedar.com. Shareholders are advised to read the Directors' Circular carefully and in its entirety, as it contains important information regarding Sennen, Liberty and the Liberty Offer.

How to Withdraw Tendered Sennen Shares

To reject the Liberty Offer, you should do nothing. The Liberty Offer is open for acceptance until August 21, 2012. Shareholders who have already tendered their Sennen Shares to the Liberty Offer can withdraw them at any time before they have been taken up and accepted for payment by Liberty. Shareholders holding shares through a dealer, broker or other nominee should contact such dealer, broker or nominee to withdraw their Sennen Shares. Shareholders may also contact the information agent retained by Sennen, Georgeson Shareholder Communications Canada Inc., North America toll free at 1-888-605-8405, or call collect outside North America at 1-781-575-2182 or via email at askus@georgeson.com.

Forward-Looking Statements

Certain statements contained in this news release constitute "forward-looking statements" and "forward-looking information" (as defined in applicable securities legislation) and are prospective in nature. These statements refer to future events and include information concerning the Liberty Offer, the business, operations, prospects and financial performance of Sennen, the ability of Sennen to identify, acquire and successfully develop additional mineral properties, the combined company's requirement for and ability to raise future capital, the technical difficulties expected in respect of the Trinity Silver project, and market conditions for junior mining companies. These forward-looking statements can be identified by the use of words such as "anticipate", "could", "expect", "seek", "may", "likely", "intend", "will", "believe" and similar expressions or the negative thereof. These forward-looking statements reflect management's current views and are based on certain assumptions including assumptions as to future economic conditions and courses of action, as well as other factors management believes are appropriate in the circumstances. The assumptions of Sennen contained or incorporated by reference into this news release which may prove to be incorrect include, but are not limited to, (a) that Sennen will not require additional financing and other resources in the near term to execute its business plan and strategies, (b) that Sennen's current board and management composition will not change in the near future, (c) the accuracy of Liberty's documents publicly filed with securities regulatory authorities in the United States and Canada, including the Liberty's technical report for the Trinity Silver project, Liberty's financial statements and Liberty's pro forma financial statements contained in the Liberty Circular, (d) that market conditions for financing of junior mining companies will not change in the short to medium term, and (e) that there is no material undisclosed information in respect of the Trinity Silver project and Liberty. Such forward-looking statements are subject to risks and uncertainties and no assurance can be given that any of the events anticipated by such statements will occur or, if they do occur, what benefit Sennen will derive from them. A number of factors could cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements, including without limitation, actions taken by Liberty, actions taken by the Sennen's shareholders, risks inherent in the exploration and development of mineral properties, financing, capitalization and liquidity risks, regulatory risks, environmental risks, the risk of fluctuations in the Canadian/U.S. dollar exchange rate, insurance risks, competitive conditions, agreements with other parties and third party reliance, employee recruitment and retention, potential conflicts of interest, reliability of financial statements, substantial volatility of share price, potential dilution of present and prospective shareholdings, the timing and amount of future exploration expenditures, capital requirements and operating costs for Sennen to implement its business plan as well as those and risks and factors disclosed in Sennen's documents filed from time to time with the securities regulatory authorities in certain provinces of Canada. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of Sennen, or industry results, may vary materially from those described in this news release. Sennen disclaims any intention or obligation to update or revise any forward-looking statements and information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements or information.

Neither the TSX Venture Exchange (the "TSXV") nor it's Regulation Services Provider (as that term is defined in the policies of the TSXV) has reviewed, nor do they accept responsibility for the adequacy or accuracy of, this release.

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