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Bruce Reid Announces Voting Control and Options on Common Shares of Liberty Silver Corp.
By: Marketwired .
May. 19, 2017 04:12 PM
TORONTO, ONTARIO -- (Marketwired) -- 05/19/17 -- Bruce Reid ("Reid") announces that effective May 18, 2017 he entered into a Voting Agreement with BG Capital Group Ltd. ("BGCG") and Robert Genovese, whereby Reid was granted the right to vote 10,831,466 common shares of the Liberty Silver Corp. ("Liberty Silver") (such number of common shares to be adjusted from time to time to represent the number of shares held directly or indirectly by BGCG and its associates in excess of ten 10% of the outstanding common shares of the Liberty Silver). The Voting Agreement was entered into at the request of the Canadian Securities Exchange in anticipation of Liberty Silver's shares becoming listed for trading on that exchange and expires after two years or the de-listing of Liberty Silver's shares from the Canadian Securities Exchange, whichever first occurs.
Reid also entered into an Option Agreement with BGCG pursuant to which he acquired an option to purchase, on certain terms and conditions, 2,000,000 common shares of Liberty Silver (the "Optioned Shares") at a price of $1.00 per share in conjunction with but no later than 30 days after the occurrence of a change of control or, if a change of control does not occur by May 1, 2023, exercisable without a change of control after May 1, 2013 until May 1, 2024. Option agreements on substantially identical terms were entered into by BGCG with the other two directors of Liberty Silver, Howard Crosby and John Ryan, in respect of 1,000,000 Common Shares each.
In connection with these agreements, Reid entered into a Standstill Agreement with BGCG, Liberty Silver and two other directors and senior officers of Liberty Silver whereby BGCG agreed (a) to give Reid the right to vote the Optioned Shares throughout the term of the Option Agreement, (b) not to vote any of its shares against any resolutions put before the shareholders by or upon the recommendation of the board of directors nor to encourage anyone else to vote against any resolutions put before the shareholders by or upon the recommendation of the board of directors, (c) that it would not, without the consent of the board of directors of Liberty Silver, commence or participate in a take-over bid, solicit proxies, or seek to influence management or the board of directors. The Standstill Agreement also provides that BGCG may not sell any of its common shares of Liberty Silver without the consent of Reid provided that, starting on May 1, 2020, BCGC and its associates and affiliates may on notice to Reid sell up to 500,000 common shares of the Liberty Silver in any calendar year.
Prior to acquiring such voting rights and the option, Reid (a) owned 887,912 common shares of the Issuer representing approximately 3.58% of the issued and outstanding common shares of Liberty Silver and (b) held options on 500,000 common shares, representing approximately 21.8% of the outstanding options under Liberty Silver's stock option plan.
Following the execution of the Voting Agreement and the Option Agreement, Reid (a) owns 887,912 common shares of Liberty Silver representing approximately 3.58% of its issued and outstanding common shares, (b) holds options on 500,000 common shares, representing approximately 21.8% of the outstanding options under Liberty Silver's stock option plan, (c) holds options on 2,000,000 common shares owned by BGCG representing approximately 8.18% of the issued and outstanding common shares and (d) has voting control over 11,719,378 common shares representing approximately 47.3% of the issued and outstanding common shares of Liberty Silver.
The Voting Agreement was entered into at the request of the Canadian Securities Exchange in anticipation of Liberty Silver's shares becoming listed for trading on that exchange. The Option Agreement and Standstill Agreement were entered into in connection with Reid agreeing to become Chief Executive Officer of Liberty Silver to provide Reid with an incentive and the opportunity to develop Liberty Silver's properties and enhancing shareholder value for all of Liberty Silver's shareholders.
To obtain a copy of any of the early warning reports filed under applicable Canadian securities laws, please see the Liberty Silver's profile on the SEDAR website at www.sedar.com.
Liberty Silver is a Nevada corporation. Its common shares are currently not listed on any Canadian or United States stock exchange or quotation system.
Liberty Silver Corp.
Suite 2702, 401 Bay St
Toronto, Ontario M5H 2Y4
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