Sennen Resources Ltd.
TSX VENTURE : SN

Sennen Resources Ltd.

August 20, 2012 13:01 ET

Sennen Restates Reasons for Rejection of Liberty's Hostile Offer

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 20, 2012) - Sennen Resources Ltd. (TSX VENTURE:SN) ("Sennen" or "the Company") restates its reasons for recommending REJECTION of the Offer by Liberty Silver Corp. ("Liberty").

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.

Various Letters and News Releases issued by Liberty's management are replete with irrelevant statements and innumerable errors that demonstrate a lack of understanding of the industry in which they purport to operate.

In order to clarify matters Sennen restates the following:

  • Liberty's Offer is hostile.
  • Liberty simply covets Sennen's treasury as Liberty is desperate for cash and unable to raise funds through equity or debt.
  • Sennen would contribute more cash, more assets, more net book value and significantly more net asset value than the interest in Liberty that Sennen Shareholders would receive back, thus making the Offer inadequate for Sennen Shareholders.
  • Liberty's shares are highly overvalued; Sennen values Liberty on a Net Asset Value ("NAV") basis at between $0.005 and $0.07 per share.
  • Liberty has a 70% 'earn-in' interest in the Trinity project. Using a NAV of $0.07 per Liberty share with 81M Liberty shares on issue places a valuation of $5.7M on this 70% property interest if completed, with the total NAV of the Trinity project thus being $8.1M. Under the terms of the Offer Sennen Shareholders would be issued 17.1M Liberty shares, with a resulting 17.4% (17.1 of 98.1M shares then on issue) of Liberty, resulting in a 12.2% net interest in Trinity. Sennen Shareholders are thus being asked to exchange $13.5M for a net 12.2% interest in the Trinity project, this interest having a NAV of $0.98M (being 12.2% of $8.1M). To summarize, Sennen Shareholders are being asked to exchange $13.5M in cash for $1.0M of NAV.
  • Sennen Shareholders continue to be supportive of a highly experienced management and Board that has positioned itself very well in the current market environment with a strong treasury, unlike many other companies that are struggling, and will continue to struggle to retain their property interests if their management, like Liberty's, have failed to safeguard valuable cash resources.
  • 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 that very same financial risk. Sennen Shareholders assume that this is what Liberty's management means by their 'risk mitigation strategy' whereby others are expected to take the financial risk in Liberty that Liberty's management and directors are not.
  • Any Sennen Shareholders that do wish to incur the high risk of financial exposure to Liberty are reminded that they can simply buy Liberty shares in the market.
  • Immediately before receipt of the hostile Offer from Liberty, Sennen informed Liberty that it was conducting due diligence on several other opportunities, all of which are more attractive than Liberty's Trinity project. Available opportunities for Sennen will increase as other companies face insolvency if, like Liberty, they are unable or incapable of raising funds or, like Liberty, their directors and shareholders are unwilling to finance their own companies.
  • Liberty directors and management have still not disclosed their 'entry cost' into Liberty. The average cost of 68.4M of the 81M Liberty shares currently on issue is less than half of one cent per share and in the interests of full and fair disclosure Sennen's Shareholders have the right to know whether this amount, (or possibly less), was the 'entry cost' of Liberty's management. Failure to date to disclose this does not encourage trust in Liberty's management.
  • Liberty have recently stated that they have retained SRK Consulting to conduct a preliminary economic assessment of Trinity, and yet the authors of Liberty's technical report state that they are "concerned about the accuracy of 82% of the values used in the Inferred Resource estimation". Sennen's technical due diligence suggests that Liberty still has an inordinate amount of exploration work to do at Trinity in order to derive an NI 43-101 compliant Inferred Resource with the requisite QA/QC that is absent for technical data used for their Inferred Resource estimate, let alone an Indicated and/or Measured Resource required for a meaningful economic analysis. Future financings by Liberty would therefore be expected to be very dilutive to Liberty shareholders.
  • Since Sennen's News Release of July 31, 2012, Liberty has acquired the Hi Ho area in the middle of their property package that "cut-off" their mineralized zone to the east. The Hi Ho area was acquired for $150,000 cash and 3M Liberty shares for a total deemed consideration of less than $2.25M (using Liberty's current share price). Some of Sennen's major shareholders consider that this places a valuation of $2.25M on up to 50% of the Trinity projects' entire mineralized zone, and thus a total value of approximately $4.5M for Trinity, or $0.05 per Liberty share (even using their current share price). This is close to Sennen's own NAV estimate for Liberty of $0.07 per share and again speaks to the total and utter inadequacy of Liberty's Offer.
  • With over 68 million shares issued at less than one half of one cent per share the potential capitalization of taxable capital gains may force or, entice certain Liberty shareholders to sell some or all of their ridiculously cheap shares which would place significant downward pressure on the Liberty share price.
  • The response of Sennen Shareholders to Liberty's Offer, their Letters, and their 'marketing' efforts, has been, and still is, overwhelmingly negative, and the Company has yet to receive one letter, one email or one phone call in support of the Offer.
  • Sennen's management and directors are totally focused on the resource sector, unlike the CEO of Liberty, who is a managing partner of a fund management company and sits on nine company boards, some of which are in the media and entertainment sector and responsible for such resource and energy related blockbusters as "Bingo Night in Canada", "Hooking up with Mariko" and "Ladies Night Out".
  • Liberty continues to waste its valuable cash reserves on an attempted hostile takeover that shareholders representing a majority of Sennen shares have already rejected. Sennen's has no option but to incur corporate expenses to counter this attempted "cash-grab"- expenses that Sennen can afford, albeit very reluctantly. Liberty, with its already depleted treasury, actually chose to embark on, and continue with this ill-advised and ill-conceived venture, and this is regarded as being highly irresponsible by the majority if not all of Sennen's Shareholders.

Stated Ian Rozier, President and CEO of Sennen, "Liberty's Offer is an insult to the intelligence of Sennen Shareholders who understand that this is a clear case of the management and promoters of an OTC shell company with very little money and questionable assets trying to back their ludicrously overvalued paper into an established company with tangible assets-in this case Sennen and its treasury. As previously stated, the simple fact is that Sennen Shareholders are being asked to make a very high risk Private Placement of $13.5M into a junior explorer that the market, its own management, its directors, shareholders and promoters are apparently unwilling to do. Based on this we can only assume that they collectively agree with Sennen's management and directors as to the real value of Liberty Silver. We repeat once again, Liberty's Offer is of zero interest to Sennen's Board, management, as well as to shareholders representing a majority of the Company's shares, if indeed any of them."

Sennen's Board of Directors recommends Sennen Shareholders do NOT tender their Sennen Shares to the Liberty Offer and are reminded that the Board of Directors have recommended REJECTION of the Liberty Offer for reasons as 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.

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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