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 May 19, 2017 Liberty Silver Corp. (Liberty or
the Company) announced that, in connection to
the listing of its shares on the Canadian Securities Exchange,
the management of the Company and its major shareholder have
entered into a series of governance agreements designed to align
the interests of the management and the major shareholder with
those of the Company and all of its shareholders.
Option Agreements
Under the terms of three option agreements, BG Capital Group Ltd.
(BGCG), which at the date hereof controls, together with its
affiliates, 13,308,405 Common Shares or approximately 54.45% of
the issued and outstanding Common Shares, has granted to Bruce
Reid, John Ryan and Howard Crosby options to purchase an
aggregate of 4,000,000 Common Shares currently owned by BGCG. The
options so granted are exercisable at CAD$1.00 per Common Share
and expire on the earlier of: May 1, 2024 and the 30th day
following an event that constitutes a change of control of the
Company. Until May 1, 2023, the options so granted can only be
exercised if the board of directors or shareholders of the
Company, as the case may be, approve a transaction that
constitutes a change of control of the Company. After May 1,
2023, the options can be exercised up to May 1, 2024 without the
requirement of a change of control event. Until the options so
granted are either exercised or expire, the Common Shares that
are subject to the options will be held in escrow by an escrow
agent.
Voting Agreement
Under the terms of a voting agreement, BGCG has granted to an
arms-length attorney, a role currently being assumed by Bruce
Reid, a power of attorney to vote any Common Shares which BGCG
owns over and above 10% of the issued and outstanding Common
Shares at the relevant time. The term of the voting agreement
started on May 19, 2017, the date on which the Common Shares of
the Company commenced trading on the Canadian Securities
Exchange, and expires two years thereafter, or earlier in the
event that the Common Shares cease to be listed for trading on
the Canadian Securities Exchange.
Standstill Agreement
Under the terms of a standstill agreement, BGCG has limited
ability to dispose of its Common Shares. Until May 1, 2020, BGCG
cannot dispose of any Common Shares without the consent of Bruce
Reid and, thereafter, BGCG can only dispose of a maximum of
500,000 Common Shares during any calendar year. Following the
expiration of the voting agreement, under the terms of the
standstill agreement Bruce Reid, John Ryan and Howard Crosby have
the right, at all meetings of shareholders of the Company, to
direct the voting of the 4,000,000 Common Shares that are subject
to the options granted to them by BGCG as described above. In
addition, BGCG cannot vote any of its other Common Shares against
any resolutions put before the shareholders of the Company by the
board of directors or recommended by the board of directors for
approval by the shareholders of the Company. The standstill
agreement expires on the earlier of completion of a change of
control event or May 1, 2024. The standstill agreement has been
approved by the board of directors of the Company and ratified by
a majority shareholder resolution signed by BGCG.
A copy of the press release is attached as Exhibit 99.1 to this
Current Report.
Item 5.01 Changes in Control of Registrant
The disclosure in Item 1.01 of this Current Report is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 19, 2017 Howard Crosby stepped aside as Chief Executive of
the Company so that Bruce Reid, who already served as a director
of the Company, could assume the role. Mr. Crosby will continue
to serve as a director and Executive Vice President of the
Company. In addition, the Company announced the appointment of
Julio DiGirolamo to serve as the Companys Chief Financial
Officer.
Bruce Reid is currently the Executive Chairman of Satori
Resources Inc. Most recently, until January 2016 he was the
Executive Chairman of Carlisle Goldfields Limited (Carlisle
Goldfields), a TSX-listed gold exploration company. He was Chief
Executive Officer and President from January 2010 until January
2014. During his tenure at Carlisle Goldfields, Mr. Reid raised
over $30 million and guided Carlisle Goldfields to measured and
indicated mineral resources of 2.75 million ounces of gold and
inferred mineral resources of 2.28 million ounces of gold at its
Lynn Lake, Manitoba Project. Carlisle Goldfields was acquired in
January 2016 by Alamos Gold Inc. which valued Carlisle Goldfields
at approximately $75 million. From 2005-2008, Mr. Reid was one of
the founders and served as the President and CEO of U.S. Silver
Corp. where he raised over $75 million to modernize and renovate
the Galena Sliver Mine in Idaho and return the asset back to
profitability. Prior to that, Mr. Reid worked as both an
investment banker and a mining analyst in the Canadian securities
industry for a number of prominent firms such as Nesbitt Thomson,
Loewen Ondaatje McCutcheon and Yorkton Securities. Mr. Reid
brings to the Company over 35 years of extensive experience in
mining development, exploration and corporate finance. His
background also includes an Honours B.Sc. in Geology from the
University of Toronto in 1979 and a Finance degree from the
University of Windsor in 1982.
The Company also announced the appointment of Julio DiGirolamo to
serve as the Companys Chief Financial Officer. Mr. DiGirolamo is
a Chartered Professional Accountant with 22 years of senior-level
public company experience including, most-recently, four and a
half years as CFO for Carlisle Goldfields, which was successfully
acquired by Alamos Gold Inc. in 2016. Mr. DiGirolamo was also
recently appointed CFO for Satori Resources Inc. He began his
public market experience while holding various senior roles
during his five years with Greenstone Resources Ltd., a TSX and
NASDAQ-listed gold mining company with activities focused in four
Latin American countries. Mr. DiGirolamo has also been the CFO of
Asia Now Resources Corp., a TSX Venture Exchange-listed junior
exploration company, and Chief Financial Officer and Corporate
Secretary of Innovium Media Properties Corp., a TSX Venture
Exchange-listed early stage investor. During his time at Innovium
he also acted as interim Chief Financial Officer at Seed Media
Group LLC and as Chief Financial Officer, Corporate Secretary and
member of the Board of Directors of Atlantis Systems Corp. Over
his career, Mr. DiGirolamo has served on the boards of various
public and non-profit organizations.
Grant of Options
The Company granted to Bruce Reid options to purchase 500,000
common shares of the Company, and 160,000 options to purchase
common shares to Julio DiGirolamo. All options granted have the
exercise price of CAD$1.00 and the expiry date of May 2, 2022.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On May 18, 2017 BGCG, the holder of a majority in interest of the
capital stock of the Company, consented in writing without a
shareholder vote to the terms of the Standstill Agreement. No
meeting of shareholders was held and no other shareholders were
solicited.
Item 8.01 Other Events.
On May 23, 2017 the Company announced an amendment to its letter
of intent with Placer Mining Corp. with respect to its potential
acquisition of the Bunker Hill Complex. A copy of the press
release is attached as Exhibit 99.2 to this Current Report.
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 | Standstill Agreement between the Company and BGCG | |
Exhibit 99.1 | News Release dated May 19, 2017 | |
Exhibit 99.2 | News Release dated May 23, 2017 |
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 down -1.080 at 0.420 with 6,054 shares trading hands.