VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 20, 2012) - Sennen Resources Ltd. (SN.V) ("Sennen" or "the Company") restates its reasons for recommending REJECTION of the Offer by Liberty Silver Corp. ("Liberty").
Do not tender your Sennen Shares to the Liberty Offer. Sennen Shareholders are reminded that the Board of Directors have recommended REJECTION of the Liberty Offer for the reasons set out in the Director's Circular dated July 30, 2012. There is no need for Sennen Shareholders to do anything to REJECT the Liberty Offer. Please refer to the Director's Circular, which is available on SEDAR, for more detailed reasons for REJECTION, and steps to take if you have already tendered your Sennen Shares.
Various Letters and News Releases issued by Liberty's management are replete with irrelevant statements and innumerable errors that demonstrate a lack of understanding of the industry in which they purport to operate.
In order to clarify matters Sennen restates the following:
-- Liberty's Offer is hostile.
-- Liberty simply covets Sennen's treasury as Liberty is desperate for cash
and unable to raise funds through equity or debt.
-- Sennen would contribute more cash, more assets, more net book value and
significantly more net asset value than the interest in Liberty that
Sennen Shareholders would receive back, thus making the Offer inadequate
for Sennen Shareholders.
-- Liberty's shares are highly overvalued; Sennen values Liberty on a Net
Asset Value ("NAV") basis at between $0.005 and $0.07 per share.
-- Liberty has a 70% 'earn-in' interest in the Trinity project. Using a NAV
of $0.07 per Liberty share with 81M Liberty shares on issue places a
valuation of $5.7M on this 70% property interest if completed, with the
total NAV of the Trinity project thus being $8.1M. Under the terms of
the Offer Sennen Shareholders would be issued 17.1M Liberty shares, with
a resulting 17.4% (17.1 of 98.1M shares then on issue) of Liberty,
resulting in a 12.2% net interest in Trinity. Sennen Shareholders are
thus being asked to exchange $13.5M for a net 12.2% interest in the
Trinity project, this interest having a NAV of $0.98M (being 12.2% of
$8.1M). To summarize, Sennen Shareholders are being asked to exchange
$13.5M in cash for $1.0M of NAV.
-- Sennen Shareholders continue to be supportive of a highly experienced
management and Board that has positioned itself very well in the current
market environment with a strong treasury, unlike many other companies
that are struggling, and will continue to struggle to retain their
property interests if their management, like Liberty's, have failed to
safeguard valuable cash resources.
-- Liberty's management, directors, and major shareholders are apparently
unwilling to commit to risking their own funds by doing a private
placement in Liberty themselves, and yet ask Sennen Shareholders to
incur that very same financial risk. Sennen Shareholders assume that
this is what Liberty's management means by their 'risk mitigation
strategy' whereby others are expected to take the financial risk in
Liberty that Liberty's management and directors are not.
-- Any Sennen Shareholders that do wish to incur the high risk of financial
exposure to Liberty are reminded that they can simply buy Liberty shares
in the market.
-- Immediately before receipt of the hostile Offer from Liberty, Sennen
informed Liberty that it was conducting due diligence on several other
opportunities, all of which are more attractive than Liberty's Trinity
project. Available opportunities for Sennen will increase as other
companies face insolvency if, like Liberty, they are unable or incapable
of raising funds or, like Liberty, their directors and shareholders are
unwilling to finance their own companies.
-- Liberty directors and management have still not disclosed their 'entry
cost' into Liberty. The average cost of 68.4M of the 81M Liberty shares
currently on issue is less than half of one cent per share and in the
interests of full and fair disclosure Sennen's Shareholders have the
right to know whether this amount, (or possibly less), was the 'entry
cost' of Liberty's management. Failure to date to disclose this does not
encourage trust in Liberty's management.
-- Liberty have recently stated that they have retained SRK Consulting to
conduct a preliminary economic assessment of Trinity, and yet the
authors of Liberty's technical report state that they are "concerned
about the accuracy of 82% of the values used in the Inferred Resource
estimation". Sennen's technical due diligence suggests that Liberty
still has an inordinate amount of exploration work to do at Trinity in
order to derive an NI 43-101 compliant Inferred Resource with the
requisite QA/QC that is absent for technical data used for their
Inferred Resource estimate, let alone an Indicated and/or Measured
Resource required for a meaningful economic analysis. Future financings
by Liberty would therefore be expected to be very dilutive to Liberty
-- Since Sennen's News Release of July 31, 2012, Liberty has acquired the
Hi Ho area in the middle of their property package that "cut-off" their
mineralized zone to the east. The Hi Ho area was acquired for $150,000
cash and 3M Liberty shares for a total deemed consideration of less than
$2.25M (using Liberty's current share price). Some of Sennen's major
shareholders consider that this places a valuation of $2.25M on up to
50% of the Trinity projects' entire mineralized zone, and thus a total
value of approximately $4.5M for Trinity, or $0.05 per Liberty share
(even using their current share price). This is close to Sennen's own
NAV estimate for Liberty of $0.07 per share and again speaks to the
total and utter inadequacy of Liberty's Offer.
-- With over 68 million shares issued at less than one half of one cent per
share the potential capitalization of taxable capital gains may force
or, entice certain Liberty shareholders to sell some or all of their
ridiculously cheap shares which would place significant downward
pressure on the Liberty share price.
-- The response of Sennen Shareholders to Liberty's Offer, their Letters,
and their 'marketing' efforts, has been, and still is, overwhelmingly
negative, and the Company has yet to receive one letter, one email or
one phone call in support of the Offer.
-- Sennen's management and directors are totally focused on the resource
sector, unlike the CEO of Liberty, who is a managing partner of a fund
management company and sits on nine company boards, some of which are in
the media and entertainment sector and responsible for such resource and
energy related blockbusters as "Bingo Night in Canada", "Hooking up with
Mariko" and "Ladies Night Out".
-- Liberty continues to waste its valuable cash reserves on an attempted
hostile takeover that shareholders representing a majority of Sennen
shares have already rejected. Sennen's has no option but to incur
corporate expenses to counter this attempted "cash-grab"- expenses that
Sennen can afford, albeit very reluctantly. Liberty, with its already
depleted treasury, actually chose to embark on, and continue with this
ill-advised and ill-conceived venture, and this is regarded as being
highly irresponsible by the majority if not all of Sennen's
Stated Ian Rozier, President and CEO of Sennen, "Liberty's Offer is an insult to the intelligence of Sennen Shareholders who understand that this is a clear case of the management and promoters of an OTC shell company with very little money and questionable assets trying to back their ludicrously overvalued paper into an established company with tangible assets-in this case Sennen and its treasury. As previously stated, the simple fact is that Sennen Shareholders are being asked to make a very high risk Private Placement of $13.5M into a junior explorer that the market, its own management, its directors, shareholders and promoters are apparently unwilling to do. Based on this we can only assume that they collectively agree with Sennen's management and directors as to the real value of Liberty Silver. We repeat once again, Liberty's Offer is of zero interest to Sennen's Board, management, as well as to shareholders representing a majority of the Company's shares, if indeed any of them."
Sennen's Board of Directors recommends Sennen Shareholders do NOT tender their Sennen Shares to the Liberty Offer and are reminded that the Board of Directors have recommended REJECTION of the Liberty Offer for reasons as set out in the Director's Circular dated July 30, 2012. There is no need for Sennen Shareholders to do anything to REJECT the Liberty Offer. Please refer to the Director's Circular, which is available on SEDAR, for more detailed reasons for REJECTION, and steps to take if you have already tendered your Sennen Shares.
Neither the TSX Venture Exchange (the "TSXV") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has reviewed, nor do they accept responsibility for the adequacy or accuracy of, this release.