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Note 4 - Loan Payable
9 Months Ended
Mar. 31, 2014
Notes  
Note 4 - Loan Payable

Note 4 – Loan Payable

 

On November 14, 2013, the Company announced the closing of a $1,210,000 Loan facility (the “Loan”).  The Company intends to use the funds from the Loan for general working capital purposes, thereby affording the Company more time to secure longer term financing for the Trinity Silver Project.

 

The key terms of the Loan are as follows:

 

  • a total amount of up to $1,210,000 is being advanced to Liberty, of which $100,000 was previously advanced by way of promissory notes subsequent to the signing of a letter of intent relating to the Loan, which promissory notes are superseded by the Loan.  Upon closing of the Loan on November 14, 2013 (the “Closing Date”), $202,500 was advanced to the Company, and a further $302,500 was advanced on each of December 31, 2013 and on March 31, 2014.  Pursuant to the terms of the Loan, the Company may further advance up to $302,500 on June 30, 2014;

 

  • the outstanding principal amount bears interest at 11% per annum from date of advance and becomes due and payable in its entirety one year following the Closing Date (the “Maturity Date”). The Company has the option to extend the Maturity Date by six months, with interest payable at 15% per annum accruing on the outstanding principal amount during such extension period;

 

  • the Loan is secured by a charge on all of the assets of the Company; and

 

  • subject to Toronto Stock Exchange approval, if Liberty completes an arm’s length equity financing of US$500,000 or more at a price of not less than US$0.50 per common share of Liberty (each, a “Share”), Liberty may require BG to convert the outstanding principal and interest amount of the Loan into equity of Liberty on the same terms and conditions as the equity financing.

 

The lender pursuant to the Loan is BG Capital Group Ltd. (“BG”).  Effective the Closing Date, BG and certain of its related parties owned 8,609,853 common shares of Liberty and 6,500,000 common share purchase warrants, with each such warrant entitling BG to acquire one common share of Liberty for US$0.65 until December 31, 2013 (the “Warrants”). As a condition of the Loan, BG consented to the termination of the Warrants for no further consideration.  Accordingly, following the closing of the loan facility transaction, BG owned, directly and indirectly, 8,609,853 shares representing approximately 10.3% of the Company’s 83,991,945 issued and outstanding common shares on the Closing Date.  Other than pursuant to the Loan, the Company does not have any contractual or other relationship with BG.