May 19, 2017 – Toronto, Ontario. Liberty Silver Corp. (“Liberty” or the “Company”)
announced today 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.
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.
Under the terms of a voting agreement, BGCG has granted to an arm’s-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 starts today, the date on
which the Common Shares of the Company commence 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.
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.
About Liberty Silver Corp.
Liberty has the right to earn a joint venture interest in the 10,020-acre
Trinity Silver Project pursuant to the terms of an earn-in agreement with
Renaissance Exploration Inc. The Trinity Silver Project, located in Pershing
County, Nevada, is Liberty’s flagship project. Liberty has entered into the
Letter of Intent to Acquire the Bunker Hill Mine Complex which is subject
to due diligence and definitive documentation.
Information about Liberty is available on its website,
www.libertysilvercorp.com, or in the SEDAR and EDGAR databases.
For additional information contact:
Howard M. Crosby, Chief Executive Officer
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such
forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as within the meaning of the
phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 –
Continuous Disclosure Obligations. The forward looking statements made herein are based on information currently
available to the Company and the Company provides no assurance that actual results will meet management’s
expectations or assumptions with respect to, among other things, the ability of Liberty to successfully complete due
diligence on the Bunker Hill Mine Complex, settle a definitive agreement on the terms as provided in the Letter of
Intent or other satisfactory terms or at all, and fund the initial purchase payment for which Liberty does not have funds
at this time, the ability of Liberty to preserve its interests in the Trinity Silver Project which is dependent on the
completion of a feasibility study, the Company’s present and future financial condition, the Company’s ability to secure
financing, the Company’s ability to secure a public market for its securities, and the state of financial markets.
Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or
goals, including words to the effect that the Company or management expects a stated condition or result to occur.
Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”,
“may”, “could”, “would”, “will”, or “plan”, and may include statements regarding, among other things, the terms of
the Letter of Intent to acquire the Bunker Hill Mine Complex, completion of the necessary due diligence and funding of
the acquisition. Since forward-looking statements are based on assumptions and address future events and conditions,
by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results
of exploration, project development, and the Company’s financial condition and prospects, could differ materially from
those currently anticipated in such statements for many reasons such as: the inability of Liberty to successfully
complete due diligence on the Bunker Hill Mine Complex, settle a definitive agreement on the terms as provided in the
Letter of Intent or other satisfactory terms or at all, and fund the initial purchase payment for which Liberty does not
have funds at this time; the inability of Liberty to complete a feasibility study pursuant to the terms of the Trinity Silver
Project earn-in agreement; the inability of the Company to budget and manage its liquidity in light of the failure to
obtain additional financing; the inability of the Company to secure a public market for its securities and whether an
active public market can be developed or sustained; development of changes in general economic conditions and
conditions in the financial markets; changes in demand and prices for precious metals; litigation, legislative,
environmental and other judicial, regulatory, political and competitive developments; operational difficulties
encountered in connection with the activities of the Company; and other matters discussed in this news release. This
list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other
factors made in public disclosures and filings by the Company should be considered carefully and readers should not
place undue reliance on the Company’s forward-looking statements. The Company does not undertake to update any
forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance
with applicable securities laws.