Sennen Responds to Desperate Plea From Liberty
August 24 2012 - 8:30AM
Marketwired Canada
Sennen Resources Ltd. (TSX VENTURE:SN) ("Sennen" or the "Company") comments on
the News Release dated August 22, 2012 issued by Liberty Silver Corp ("Liberty")
stating that Liberty intend to extend their hostile offer (the "Offer") to
Sennen Shareholders until September 10, 2012.
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.
It comes as no surprise that Liberty's efforts to make a 'cash-grab' of Sennen's
treasury have failed. Also, as Liberty has 'sunk' costs into this irresponsible
venture, they have little or nothing to lose by extending their bid
deadline-possibly endlessly. Sennen Shareholders are justifiably outraged by
what they consider to be continual harassment by Liberty, and by extending their
offer, Liberty continue to alienate any microscopic support they may have
achieved to date. Liberty continues to waste both their own, and unfortunately,
the Company's time and money. Sennen Shareholders are not impressed with
Liberty's strategy of 'value destruction'.
The facts have not changed:
-- The Offer has always been hostile, and with it being such a derogatory
and insulting one, there never has been, or could be, a "friendly
process".
-- The Offer is totally and utterly inadequate for Sennen Shareholders.
-- Liberty simply covets Sennen's treasury as Liberty is desperate for cash
and unable to access the equity capital markets. This is, and always has
been, Liberty's only agenda.
-- Sennen values Liberty shares on a Net Asset Value ("NAV") basis at a
maximum of $0.07 per share.
-- Sennen Shareholders continue to be supportive of Sennen's management and
Board that has positioned itself very well in the current market
environment, unlike Liberty, which is desperate for cash and cannot
raise any, which speaks volumes for the market's opinion of the quality
of both its management and assets.
-- 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 the very same risk. If they really were so confident in their own
abilities, they would invest in Liberty themselves.
-- Sennen and Liberty do however agree on three points:
1. Liberty's management, directors, and major Florida based shareholders
are not prepared to finance their own company. As stated by Liberty,
this does indeed provide "a clear indication of their confidence in
Liberty Silver's strategy and in Trinity Silver's bright prospects".
2. Liberty has stated that "the Trinity Silver project is at an early stage
of its development" Liberty therefore acknowledges that significant
future dilutive financings will be required to explore and develop their
"early stage" project which would have the effect of reducing the 12.2%
net interest in Trinity offered to Sennen to next to nothing....in
return for $13.5M.
3. Sennen's cash reserves will indeed be reduced from $13.5 M solely as a
result of this nonsensical hostile bid from Liberty.
-- Any Sennen Shareholders that do wish to incur the very high risk of
financial exposure to Liberty (that Liberty's own management are not),
are again reminded that they can simply buy Liberty shares in the
market.
-- Liberty has stated that their Offer "represents the best value for
Sennen Shareholders rather than maintaining Sennen's status quo". Sennen
Shareholders would be exchanging $13.5M in cash for $1M of NAV (see
Sennen's news Release dated August 21, 2012). The "status quo" would
therefore be 1300% better than the Liberty Offer, and this is
apparently, and obviously, the much more preferable option to Sennen
Shareholders.
-- Liberty have also stated that Sennen's "Special committee has yet to
come up with a superior-or indeed any-alternative proposal." The role of
the Special Committee was to evaluate the Liberty Offer and having done
so, they unanimously and soundly recommended REJECTION of it. The
Special Committee was not tasked with looking for and/or evaluating
other opportunities and/or to provide an alternative proposal. There are
many other opportunities than Liberty and Trinity open to Sennen and
Sennen is already conducting due diligence on projects infinitely more
meritous than Trinity. Furthermore, opportunities for Sennen will
increase as other companies, like Liberty, face insolvency if they are
unable or incapable of raising funds.
-- As Sennen has already stated, Shareholders representing over 50% of the
shares in Sennen have provided the company with written confirmation
that they will NOT tender their shares. Also, Sennen's own marketing
data suggest that Shareholders representing a further 35% of the
Company's shares will NOT tender their Sennen Shares. Furthermore, we
understand that probably less than one half of one percent of the
remaining balance of the Sennen Shares were tendered to the Offer as of
August 21, 2012. Sennen Shareholders would welcome a written statement
from Liberty's agent, Kingsdale Shareholder Services Inc. that would
clarify the exact number of tendered shares as of that date.
-- Liberty has accused Sennen of making misleading allegations with respect
to the price paid by Liberty's management for their Liberty shares. This
is incorrect. Sennen have simply asked a question on behalf of their
Shareholders that Liberty flatly refuses to answer. This question is not
about "compensation made to the independent directors" of Liberty, it is
about whether Liberty's management own massive amounts of ludicrously
cheap shares as part of the OTC BB structure put in place before they
acquired a TSX Listing. Sennen Shareholders may at any time check the
price paid by its Directors and Officers for shares in their Company.
However, despite repeated requests, Liberty's management steadfastly
refuse to disclose how much they paid for their Liberty shares. Yet
again Sennen Shareholders request full disclosure from Liberty's
management and directors as to what their entry costs were and whether
or not they were part of the 68.4M shares (out of 81M on currently on
issue) of Liberty shares issued at less than one half of one cent per
share. Sennen makes no accusations, it simply wonders why Liberty's
management are so reluctant to disclose this information.
Stated Ian Rozier, President and CEO, "Liberty continues to treat the
Shareholders of Sennen with contempt. We have made our own feelings very clear
to Liberty, as have our Shareholders, as to what we think of their Offer, their
company, their management and their assets, but they, along with their various
advisors, persist in continuing with this nonsense, and in doing so, waste
everyone's time and money. Liberty have no credibility with the majority of
Sennen Shareholders, and based upon written communication received by Sennen
management from one of Liberty's own large shareholders, are rapidly eroding any
they have amongst their own. Sennen has zero interest in doing any business
whatsoever with Liberty Silver."
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.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO OUR INFORMATION
AGENT:
GEORGESON
North American Toll-Free Number: 1-888-605-8405
Outside North America Call Collect: 1-781-575-2182
Email: askus@georgeson.com
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