Sennen Resources Ltd.
TSX VENTURE : SN

Sennen Resources Ltd.

August 24, 2012 08:30 ET

Sennen Responds to Desperate Plea From Liberty

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 24, 2012) - Sennen Resources Ltd. (TSX VENTURE:SN) ("Sennen" or the "Company") comments on the News Release dated August 22, 2012 issued by Liberty Silver Corp ("Liberty") stating that Liberty intend to extend their hostile offer (the "Offer") to Sennen Shareholders until September 10, 2012.

Do not tender your Sennen Shares to the Liberty Offer. Sennen Shareholders are reminded that the Board of Directors have recommended REJECTION of the Liberty Offer for the reasons set out in the Director's Circular dated July 30, 2012. There is no need for Sennen Shareholders to do anything to REJECT the liberty Offer. Please refer to the Director's Circular, which is available on SEDAR, for more detailed reasons for REJECTION, and steps to take if you have already tendered your Sennen Shares.

It comes as no surprise that Liberty's efforts to make a 'cash-grab' of Sennen's treasury have failed. Also, as Liberty has 'sunk' costs into this irresponsible venture, they have little or nothing to lose by extending their bid deadline-possibly endlessly. Sennen Shareholders are justifiably outraged by what they consider to be continual harassment by Liberty, and by extending their offer, Liberty continue to alienate any microscopic support they may have achieved to date. Liberty continues to waste both their own, and unfortunately, the Company's time and money. Sennen Shareholders are not impressed with Liberty's strategy of 'value destruction'.

The facts have not changed:

  • The Offer has always been hostile, and with it being such a derogatory and insulting one, there never has been, or could be, a "friendly process".
  • The Offer is totally and utterly inadequate for Sennen Shareholders.
  • Liberty simply covets Sennen's treasury as Liberty is desperate for cash and unable to access the equity capital markets. This is, and always has been, Liberty's only agenda.
  • Sennen values Liberty shares on a Net Asset Value ("NAV") basis at a maximum of $0.07 per share.
  • Sennen Shareholders continue to be supportive of Sennen's management and Board that has positioned itself very well in the current market environment, unlike Liberty, which is desperate for cash and cannot raise any, which speaks volumes for the market's opinion of the quality of both its management and assets.
  • Liberty's management, directors, and major shareholders are apparently unwilling to commit to risking their own funds by doing a private placement in Liberty themselves, and yet ask Sennen Shareholders to incur the very same risk. If they really were so confident in their own abilities, they would invest in Liberty themselves.
  • Sennen and Liberty do however agree on three points:
  1. Liberty's management, directors, and major Florida based shareholders are not prepared to finance their own company. As stated by Liberty, this does indeed provide "a clear indication of their confidence in Liberty Silver's strategy and in Trinity Silver's bright prospects".
  1. Liberty has stated that "the Trinity Silver project is at an early stage of its development" Liberty therefore acknowledges that significant future dilutive financings will be required to explore and develop their "early stage" project which would have the effect of reducing the 12.2% net interest in Trinity offered to Sennen to next to nothing….in return for $13.5M.
  1. Sennen's cash reserves will indeed be reduced from $13.5 M solely as a result of this nonsensical hostile bid from Liberty.
  • Any Sennen Shareholders that do wish to incur the very high risk of financial exposure to Liberty (that Liberty's own management are not), are again reminded that they can simply buy Liberty shares in the market.
  • Liberty has stated that their Offer "represents the best value for Sennen Shareholders rather than maintaining Sennen's status quo". Sennen Shareholders would be exchanging $13.5M in cash for $1M of NAV (see Sennen's news Release dated August 21, 2012). The "status quo" would therefore be 1300% better than the Liberty Offer, and this is apparently, and obviously, the much more preferable option to Sennen Shareholders.
  • Liberty have also stated that Sennen's "Special committee has yet to come up with a superior-or indeed any-alternative proposal." The role of the Special Committee was to evaluate the Liberty Offer and having done so, they unanimously and soundly recommended REJECTION of it. The Special Committee was not tasked with looking for and/or evaluating other opportunities and/or to provide an alternative proposal. There are many other opportunities than Liberty and Trinity open to Sennen and Sennen is already conducting due diligence on projects infinitely more meritous than Trinity. Furthermore, opportunities for Sennen will increase as other companies, like Liberty, face insolvency if they are unable or incapable of raising funds.
  • As Sennen has already stated, Shareholders representing over 50% of the shares in Sennen have provided the company with written confirmation that they will NOT tender their shares. Also, Sennen's own marketing data suggest that Shareholders representing a further 35% of the Company's shares will NOT tender their Sennen Shares. Furthermore, we understand that probably less than one half of one percent of the remaining balance of the Sennen Shares were tendered to the Offer as of August 21, 2012. Sennen Shareholders would welcome a written statement from Liberty's agent, Kingsdale Shareholder Services Inc. that would clarify the exact number of tendered shares as of that date.
  • Liberty has accused Sennen of making misleading allegations with respect to the price paid by Liberty's management for their Liberty shares. This is incorrect. Sennen have simply asked a question on behalf of their Shareholders that Liberty flatly refuses to answer. This question is not about "compensation made to the independent directors" of Liberty, it is about whether Liberty's management own massive amounts of ludicrously cheap shares as part of the OTC BB structure put in place before they acquired a TSX Listing. Sennen Shareholders may at any time check the price paid by its Directors and Officers for shares in their Company. However, despite repeated requests, Liberty's management steadfastly refuse to disclose how much they paid for their Liberty shares. Yet again Sennen Shareholders request full disclosure from Liberty's management and directors as to what their entry costs were and whether or not they were part of the 68.4M shares (out of 81M on currently on issue) of Liberty shares issued at less than one half of one cent per share. Sennen makes no accusations, it simply wonders why Liberty's management are so reluctant to disclose this information.

Stated Ian Rozier, President and CEO, "Liberty continues to treat the Shareholders of Sennen with contempt. We have made our own feelings very clear to Liberty, as have our Shareholders, as to what we think of their Offer, their company, their management and their assets, but they, along with their various advisors, persist in continuing with this nonsense, and in doing so, waste everyone's time and money. Liberty have no credibility with the majority of Sennen Shareholders, and based upon written communication received by Sennen management from one of Liberty's own large shareholders, are rapidly eroding any they have amongst their own. Sennen has zero interest in doing any business whatsoever with Liberty Silver."

Do not tender your Sennen Shares to the Liberty Offer. Sennen Shareholders are reminded that the Board of Directors have recommended REJECTION of the Liberty Offer for the reasons set out in the Director's Circular dated July 30, 2012. There is no need for Sennen Shareholders to do anything to REJECT the liberty Offer. Please refer to the Director's Circular, which is available on SEDAR, for more detailed reasons for REJECTION, and steps to take if you have already tendered your Sennen Shares.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO OUR INFORMATION AGENT:
GEORGESON
North American Toll-Free Number: 1-888-605-8405
Outside North America Call Collect: 1-781-575-2182
Email: askus@georgeson.com

Neither the TSX Venture Exchange (the "TSXV") nor its 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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