LIBERTY SILVER CORP. (OTCMKTS:LBSV) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 20, 2017 Liberty Silver Corp. (the
Company) reached an agreement with BG Capital
Group Ltd. (BGCG) to amend the loan agreement
between the Company and BGCG effective as of November 14, 2013
and amended and restated effective October 15, 2014 (the
2014 Loan Agreement), the terms of which were
previously disclosed in Companys press release of October 17,
2014.
Under the terms of the agreed upon amendments (the
Amendment), the principal amount of the loan of
US$1,250,000, as it was under the 2014 Loan Agreement, is
increased to US$1,400,000 (the New Principal
Amount) to include an advance made by BGCG to the
Company on November 28, 2016. The New Principal Amount and the
accrued interest are convertible into common shares of the
Company at BGCGs election. The Amendment also reflects the share
conversion on the basis of one (1) new post- consolidation common
share for every 15 pre-consolidated common shares, conducted by
the Company on January 30, 2015, as previously disclosed in
Companys press release of January 30, 2015. As a result of the
share conversion, the conversion price has been adjusted from
U$0.0125 per common share of the Company to US$0.1875 per common
share of the Company. The Amendment is effective as of November
30, 2016
Effective January 20, 2016 BGCG has elected to convert the entire
indebtedness under the 2014 Loan Agreement, as amended by the
Amendments (the Indebtedness), into the common
shares of the Company (Shares) to the terms of
the 2014 Loan Agreement, as amended by the Amendments (the
Loan Conversion). The board of directors of
Liberty, having concluded that doing so would be in the best
interests of the Company, has approved the Loan Conversion and
the issuance thereunder of Shares to BGCG and parties named
thereby as assignees of portion of the Indebtedness. Under the
terms of the Loan Conversion, the Indebtedness, being
US$1,685,810.04 is to be converted into 8,990,986 Shares at the
deemed price US$0.1875 per Share.
The total of 4,490,986 of the 8,990,986 Shares issuable under the
terms of the Loan Conversion shall be issued to BGCG, which prior
to the Loan Conversion directly or indirectly held 8,817,419 of
the Shares, representing approximately 71.37% of the total number
of issued and outstanding Shares at that time. Following the
issuance of Shares in connection with the Loan Conversion, it is
expected that BGCG will hold 13,308,405 Shares representing
approximately 62.35% of 21,345,483 Shares that is expected to be
issued and outstanding immediately following the completion of
the Loan Conversion.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth in Item 1.01 of this Current Report on
Form 8-K regarding the issuance of the Shares by the Company to
the Loan Conversion is incorporated herein by reference. The
Shares issued to the Loan Conversion are restricted securities
and were offered and sold in private transactions to an
accredited investor (as such term is defined in Rule 501(a), as
promulgated under the Securities Act of 1933), without
registration under the Securities Act and the securities laws of
certain states, in reliance on the exemption provided by Section
4(a)(2) of the Securities Act of 1933, as amended, and similar
exemptions under applicable state laws. The Shares sold in the
foregoing transaction may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. No brokerage commssions or finders
fees were paid in connection with the foregoing transaction.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this Form 8-K and are
incorporated herein by reference:
Exhibit 10.1 |
First Amendment to amended and restated Loan Agreement with BG Capital Group Ltd. dated January 20, 2017, effective November 30, 2016 |
|
Exhibit 10.2 | BG Capital Group Ltd. Notice of Conversion |
About LIBERTY SILVER CORP. (OTCMKTS:LBSV)
Liberty Silver Corp. is engaged in mineral exploration activities. The Company’s business operations are focused on exploring and developing the Trinity Silver property, which is located in Pershing County, Nevada (the Trinity Project). The Company is in the exploration phase of the Trinity Project. As of June 30, 2016, the Company’s Trinity Project consisted of approximately 10,020 acres, including 5,676 acres of fee land and 253 unpatented mining claims, located along the west flank of the Trinity Range in Pershing County, Nevada, approximately 25 miles northwest of Lovelock, Nevada, the county seat. As of June 30, 2016, 248 unpatented lode mining claims consisted of The Seka 1-6, 8-16, 61-64, 73-76, 95-112 claims; the TS 1-18 claims, and the XXX claims located in sections 4, 10, 16 and 21 in T29N, R30E. The Elm 1-183 is in sections 2, 4, 10, 16 T29N, R30E and sections 26, 28, 34 and 35 in T30N, R30E. LIBERTY SILVER CORP. (OTCMKTS:LBSV) Recent Trading Information
LIBERTY SILVER CORP. (OTCMKTS:LBSV) closed its last trading session 00.0000 at 0.0500 with 347 shares trading hands.