UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) January 20, 2017

 

LIBERTY SILVER CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   333-150028   32-0196442

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

390 Bay Street, Suite 806

Toronto, Ontario, Canada

  M5H 2Y2
(Address of principal executive offices)   (Postal Code)

 

Registrant’s telephone number, including area code: 888-749-4916

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

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 Company’s 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 BGCG’s 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 Company’s 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 ”) pursuant 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 pursuant to the Loan Conversion is incorporated herein by reference. The Shares issued pursuant 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 finder’s 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

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  LIBERTY SILVER CORP.
     
  (Registrant)
     
Date: January 24, 2017 By: /s/ Howard M. Crosby
    Howard M. Crosby
    Chief Executive Officer

 

 
 

 

 

 

 

FIRST AMENDMENT TO THE AMENDED AND RESTATED LOAN AGREEMENT

 

THIS AGREEMENT is made and entered into this 20 th day of January 2017, and effective the 30 th day of November 2016.

 

BETWEEN:

 

LIBERTY SILVER CORP. , a corporation duly existing under the laws of the State of Nevada

 

(“ Liberty Silver ”)

 

OF THE FIRST PART

-and-

 

BG CAPITAL GROUP LTD. , a corporation duly existing under the laws of Barbados

 

(“ BG Capital ”)

 

OF THE SECOND PART

 

WHEREAS the parties hereto have entered into a loan agreement dated and made effective as of November 14, 2013 and amended and restated effective October 15, 2014 (the “ Loan Agreement ”);

 

AND WHEREAS pursuant to the terms of the Loan Agreement, BG Capital has extended to Liberty Silver a non-revolving term loan facility in the principal amount of US$1,250,000. (the “ Second Advances Principal Amount ”), pursuant to which facility Liberty Silver has drawn in instalments between September 30, 2014 and September 27, 2016 the aggregate of US$1,250,000, thereby reaching the limit of the Second Advances Principal Amount available to it under the Loan Agreement;

 

AND WHEREAS on November 28, 2016, an additional unsecured loan of US$150,000 was made by BG Capital to Liberty Silver (the “ 2016 Loan ”);

 

AND WHEREAS pursuant to the notice given by Liberty Silver to BG Capital on September 25, 2015 and pursuant to Section 5.2 of the Loan Agreement, the Second Maturity Date, as such term is defined in the Loan Agreement has been extended by period of six (6) months from October 15, 2015 to April 15, 2016;

 

AND WHEREAS the Liberty Silver has conducted a share consolidation on a 1:15 basis so that a one (1) post-consolidation common share of Liberty Silver was exchanged for every fifteen (15) pre-consolidation common shares of Liberty Silver (the “ Share Conversion ”);

 

 

  1  
 

 

AND WHEREAS the parties hereto desire to include the 2016 Loan into the amended Second Advances Principal Amount, so as to allow the conversion of the total indebtedness of Liberty Silver to BG Capital comprised of the Second Advances Principal Amount, 2016 Loan, and the interest accrued thereunder into common shares of Liberty Silver pursuant to Section 6.1 of the Loan Agreement and adjusting the conversion price contemplated in the Loan Agreement by the ratio of the Share Conversion;

 

AND WHEREAS the parties hereto have agreed that the effective date of this Agreement shall be November 30, 2016;

 

AND WHEREAS the parties hereto have agreed to amend the Loan Agreement as set forth below;

 

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration the parties agree as follows:

 

1.   The definition of “Second Maturity Date” is deleted in its entirety and the following is substituted in its place: “Second Maturity Date” means the December 31, 2016.”
     
2.   The definition of “Second Commitment” is amended by deleting “$1,250,000” and substituting it with “$1,400,000”.
     
3.   Section 3.2 is amended by deleting the current section and substituting it with the following paragraph

 

“The Borrower may borrow up to the Second Commitment by way of a number of separate loan advances (each a “ Second Advance ”), made on certain dates as agreed by the Borrower and the Lender (each a “ Second Advance Date ”). Immediately following the advance of $150,000 made to the Borrower by the Lender on November 28, 2016, all Second Advances comprising in the aggregate and excluding interest $1,400,000, are made and no further Second Advance is available under the Second Commitment.”

 

4.   Section 6.1 is amended by deleting “conversion price of $0.0125” and substituting it with “conversion price of $0.1875”.

 

 

  2  
 

 

5.   In all other respects, the Loan Agreement remains in full force and effect, unamended in accordance with the terms thereof.
     
6.   This agreement may be executed in counterparts and delivered by facsimile or other means of electronic reproduction, and each copy so executed and delivered shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.
     
7.   This agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any rule or principle of the conflict of laws that would apply the laws of any other jurisdiction. The parties agree to attorn to the non-exclusive jurisdiction of the courts of Ontario in respect of any legal proceedings in respect of or relating to this agreement.

 

[The remainder of this page was intentionally left blank]

 

 

  3  
 

 

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on this 20 th day of January 2017.

 

  LIBERTY SILVER CORP.
     
  By: (signed Howard Crosby)
  Name: H. Crosby
  Title: CEO

 

 

BG CAPITAL GROUP LTD

   
  By: (signed Robert Genovese)
  Name: Robert Genovese
  Title:  

 

  4  
 

 

 

 

NOTICE

 

TO :   LIBERTY SILVER CORP. (the “ Borrower ”)
     
RE :   Amended and restated loan agreement dated October 15, 2014 between the Borrower and BG Capital Group Ltd., as further amended by the First Amendment to the Amended and Restated Loan Agreement dated effective January 20, 2017 (the “ Loan Agreement ”)

 

 

 

All capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

 

This notice shall serve as a written notice of Borrower’s election to convert the loan comprised of Second Advances totaling in the aggregate US$1,400,000 and any accrued and unpaid interest calculated at rates provided for in the Loan Agreement (the “ Indebtedness ”) into the Common Shares of the Borrower at a conversion price of US$0.1875 per Common Share pursuant to Sections 6.1 of the Loan Agreement.

 

This notice shall also serve as a notice of grant by Lender of participation rights pursuant to Section 12.10.3 of the Loan Agreement to the parties listed in Schedule “A” (each a “ Participant ”). The participation rights so granted are granted in proportion indicated in Schedule “A”.

 

The undersigned hereby requests that the Borrower deliver a stock certificate to or to the order of the Lender and each Participant named in this Schedule “A” to this Notice representing such Common Shares as indicated in Schedule “A” in satisfaction of the Indebtedness.

 

In accordance with Sections 5.1, 6.1 and 12.10.3 of the Loan Agreement, the issuance of Common Shares to the Lender and each of the Participants as indicated in Schedule “A”, shall constitute a complete repayment of the Loan Amount under the Loan Agreement.

 

DATED this 20 th day of January 2017.

 

  BG CAPITAL GROUP LTD.
     
  Per: (signed Robert Genovese)
  Name: Robert Genovese
  Title: Chairman

 

   
     

 

schedule “A”

 

Total amount of indebtedness (the “ Indebtedness ”) under the Amended and restated loan agreement dated October 15 2014 between Liberty Silver Corp. and BG Capital Group Ltd. as further amended by the First Amendment to the Amended and Restated Loan Agreement dated January 20 2017 (the “ Loan Agreement ”) (in US dollars):   $ 1,685,810.04  
Number of common shares of Liberty Silver Corp. (“ Shares ”) to be issued in satisfaction of Indebtedness at a price of $0.1875 per Share:     8,990,986  
BG Capital Group Ltd., pursuant to section 12.10.3 of the Loan Agreement grants participation rights to parties listed below (each a “ Participant ”). The rights so granted are granted for a portion of Indebtedness incited below.        
Total Amount of Indebtedness for which participation is granted:   $ 843,750.00  
Total number of Shares to be issued to Participants in satisfaction of the Indebtedness for which participation is Granted:     4,500,000  
The balance of Indebtedness:   $ 842,060.04  
Shares to be issued to BG Capital Group Ltd. in satisfaction of the balance of Indebtedness:     4,490,986  

 

Participants:   The Amount Representing Portion pf Indebtedness for which Participation is Granted     Number of Shares to be Issued on Conversion  
The Identity of the participant is redacted in this version; the participant’s holding in the Company after the issuance does not exceed 10% of the then issued and outstanding Shares.   $ 375,000.00       2,000,000  
The Identity of the participant is redacted in this version; the participant’s holding in the Company after the issuance does not exceed 10% of the then issued and outstanding Shares.   $ 93,750.00       500,000  
The Identity of the participant is redacted in this version; the participant’s holding in the Company after the issuance does not exceed 10% of the then issued and outstanding Shares.   $ 375,000.00       2,000,000