Liberty Silver Corp. Amends Letter of Intent to Acquire Bunker Hill Mine
Liberty Silver Corp. Amends Letter of Intent to
Acquire Bunker Hill Mine
May 23, 2017 - Toronto, Ontario. Liberty Silver Corp. (“ Liberty” or the
“Company”) (CSE: LSL) is pleased to announce that, following discussions
with Placer Mining Corp. (“Placer” or the “Vendor”), the current owner of
the Bunker Hill Mine, that have occurred over the last several days, Placer
and Liberty have elected to undertake several modifications to the Letter of
Intent that exists between the Parties.
Pursuant to these amendments, the parties have agreed, among other things,
that, in consideration of the use of the Russell Tunnel, Liberty will
indemnify the vendor and its officers, agents and employees from any
liabilities arising out of Liberty’s repair and use of the Russell Tunnel, the
connected ramp system and access to the Newgard area and other tunnels
connected to the Russell Tunnel that will be accessed by Liberty’s due
diligence programs. Liberty also agrees to provide certain evidence of
insurance coverage and workmen’s compensation insurance compliance
from its principal contractor, who is currently working at the Russell Tunnel.
Also, in consideration of Liberty’s continuing to make public news releases
and public filings regarding agreements, progress and timelines with respect
to due diligence and progress toward closing the Bunker Hill Mine purchase,
Liberty agrees to indemnify the Vendor and its officers, agents and
employees from any liabilities arising out of the filing or dissemination of
news releases, reports and other mark et information with respect to the
Bunker Hill proposed transaction, including any alleged negligence of the
vendor with respect to dissemination of information. In this regard, Liberty
agrees to notify Placer of any future news releases to enable Placer to
provide comments.
The closing date for the sale is extended to July 28, 2017 to enable the
parties to complete necessary agreemen ts and plans with applicable United
States government agencies. Additionall y, either party can request a further
extension of 30 days if requested. Liberty agrees to make a partial payment
of US$100,000 to be credited toward the purchase price (and an additional
US$100,000 if closing is extended fo r an additional 30 days) and Placer
agrees to provide, within a defined period, certain financial and corporate
information specified by the terms of the Letter of Intent. The Vendor also
agrees to provide its comments and proposed changes to the definitive
purchase agreement by June 10, 2017 with both parties acknowledging that
further changes to the definitive agreement may result from due diligence,
discovery, and results of upcoming meetings with applicable United States
governmental agencies. Finally, the vendor has retracted certain notices of
default that have been addressed by the recent amendments.
On completion of the sale, the acquisition of the Bunker Hill Mine Complex
will include all current and historic data relating to the Bunker Hill Mine
Complex (such as drill logs, reports, maps and similar information located at
the mine site or at any other location); all mining rights and claims, surface
rights, easements, existing infrastructure at Milo Gulch; all equipment and
infrastructure located anywhere underground at the Bunker Hill Mine
Complex; and the majority of machinery and buildings at the Kellogg
Tunnel portal level excluding the machine shop building and milling
equipment located within the building. Also excluded are the historic
Caledonia Mine (East Hanging Wall ar ea), the Crystal Vug Stope, and a
group of patented mining claims located east of the Bunker Hill, all of which
will remain the property of Placer Mining Corp.
Initial discovery and development of the property began in 1885, and from
that time until the mine closed in 1981 it produced over 35.8 million tons of
ore at an average mined grade of 8.76 % lead, 4.52 ounces per ton silver, and
3.67% zinc (Bunker Limited Partnership,1985). Throughout the long history
of the mine, there were over 40 different orebodies discovered and mined,
primarily consisting of Zinc-Lead-Silver mineralization. The Bunker Hill
and Sullivan Mining Company had a strong history of regular dividend
payments to shareholders from the time the Company went public in 1905
until it was acquired in a hostile takeover by Gulf Resources in 1968. When
the mine first closed in 1981, it was estimated to still contain significant
resources (Bunker Limited Partnership, 1985).
The Mine and Smelter Complex were closed in 1981 when Gulf Resources
was not able to continue to comply with new regulatory structures brought
on by the passage of environmental st atutes and as then enforced by the
Environmental Protection Agency (EPA).
The Bunker Hill Lead Smelter, Electrolytic Zinc Plant and historic milling
facilities were demolished about 25 y ears ago, and the area became part of
the “National Priority List” for cleanup under EPA regulations, thereby
pausing development of the Bunker Hill Mine. The Company has been in
contact with government officials who have expressed strong support and
cooperation for the Company efforts.
The acquisition price, as described in the Letter of Intent, is a total of
US$30,000,000. The initial US$15,000,000 of the total acquisition price
will be paid annually over the course of 5 years from the closing date, of
which US$150,000 has been paid to date pursuant to the Letter of Intent;
US$3,350,000 will become due by the closing date; US$3,500,000 is due on
the first anniversary of the closing date; US$3,000,000 on the second
anniversary; US$2,000,000 on the third and fourth anniversaries; and
US$1,000,000 on the fifth anniversary.
The balance of US$15,000,000 will become due in 15 equal installments
beginning upon the anniversary of the closing date in 2023 and on each
anniversary of the closing date thereafter. The Letter of Intent provides for
conditions under which the fifteen equal payments may be accelerated and
paid partly in shares based on prevailing market prices and share volumes.
In addition, a net smelter return roya lty with an aggregate maximum capped
payment of US$60,000,000 will be granted at a rate of 2% for the first
US$15,000,000; 1% for the next US$15,000,000; and 0.5% for the
remaining US$30,000,000. The Company has, to date, made payments
totalling US$280,000 with respect to certain property carrying costs and
which are not counted toward the purchase price. Additionally, for two
years after the closing, the Company will hire three members of Placer’s
current staff.
Further announcements will be made from time to time on the status of the
acquisition of the Bunker Hill Mine Complex. Technical information in this
press release was reviewed and approved by James Baughman, P.Geo., a
consultant to Liberty, and a Qualified Person under National Instrument 43-
101.
About Liberty Silver Corp.
Liberty has the right to earn a joint venture interest in the 10,020-acre
Trinity Silver Project pursuant to th e terms of an earn-in agreement with
Renaissance Exploration Inc. The Trinit y 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:
Bruce Reid, Chief Executive Officer
(647) 500-4495
Cautionary Statements
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such
forward-looking statements ar e within the meaning of that term in Sec tion 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 Compl ex, 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 interest s 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 st atements are based on as sumptions 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 H ill Mine Complex, settle a definitive agreem ent 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 pursu ant to the terms of the Trinity Silver
Project earn-in agreement; the inability of the Company to bu dget 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 c onditions 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.