Item 1.01 - Entry into a Material Definitive Agreement
On July 21, 2014, First Liberty entered into a verbal agreement to acquire
additional interests in Stockpile Reserves LLC, Central Nevada Processing Co.
LLC and SG8 Exploration LLC (collectively the "LLC Companies") from the three
shareholders of the LLC Companies (the "Majority Shareholders") that represent
the significant majority of the 50% interest in the LLC Companies not presently
held by First Liberty. This is to be an all-stock transaction, with the maximum
consideration for obtaining a 100% interest in the LLC Companies not to exceed
15,000,000 shares of the common stock of First Liberty. The 15,000,000 shares of
common stock are to be allocated among the shareholders of the LLC Companies,
with each shareholder to exchange their respective interests in the LLC
Companies for a pro-rata amount of the allocated shares. The remaining minority
shareholders of the LLC Companies (the "Minority Shareholders") will be provided
an opportunity to divest their respective interests in the LLC Companies on the
same terms as the Majority Shareholders. First Liberty currently holds a 50%
interest in each of the LLC Companies, and upon the completion of the
acquisition from the Majority Shareholders, will hold an 86.5% interest in
Stockpile Reserves, LLC, and a 94% interest in both of Central Nevada Processing
Co. LLC and SG8 Exploration LLC. First Liberty may acquire a 100% interest in
each of the LLC Companies if it is successful in obtaining the interests of the
First Liberty has been consolidating the financial statements of Stockpile
Reserves LLC and Central Nevada Processing Co. as of the quarterly period ended
October 2012. First Liberty's more recently acquired interest in SG8
Exploration LLC will be consolidated into the period ending July 31, 2014.
Completion of the necessary documentation, corporate and entity level
procedures, and other administrative matters associated with the transaction are
expected to take up to 45 days.
Item 7.01 - Regulation FD Disclosure
On July 21, 2014, First Liberty issued a press release announcing the
transaction described in Item 1.01. A copy of the press is attached to this
Amendment as Exhibit 99.1.
The information contained in and accompanying this Amendment with respect to
Item 7.01 (including Exhibit 99.1 hereto) is being furnished to, and not filed
with, the Securities and Exchange Commission in accordance with General
Instruction B.2 to Form 8-K pursuant to Regulation FD. Accordingly, the
information in Item 7.01 and Exhibit 99.1 of this report will not be
incorporated by reference into any registration statement filed by the Company
under the Securities Act, unless specifically identified therein as being
incorporated therein by reference. The furnishing of the information in this
report is not intended to, and does not, constitute a determination or admission
by First Liberty that the information in this report is material or complete, or
that investors should consider this information before making an investment
decision with respect to any security of First Liberty.
Item 9.01 - Financial Statements and Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this
Exhibit No. Description
99.1 Press Release, dated July 21, 2014 (incorporated by
reference to our Current Report on Form 8-K filed on
July 21, 2014).