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«STIPULATION OF SETTLEMENT Subject to the approval of the Court, this Stipulation of Settlement (“ Stipulation”) is entered into by and between ...»

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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

TODD STANAFORD a/k/a JERALD TODD

STANAFORD, on behalf of himself and all

Case No. 9:13-cv-80923 (KLR)

others similarly situated,

Plaintiffs,

vs.

ROBERT DONALD BRUCE GENOVESE,

WILLIAM TAFURI, GEOFFREY BROWNE,

BG CAPITAL GROUP LTD, LOOK BACK

INVESTMENTS, INC., OUTLOOK

INVESTMENTS, INC., AND LIBERTY

SILVER CORPORATION,

Defendants.

STIPULATION OF SETTLEMENT

Subject to the approval of the Court, this Stipulation of Settlement (“ Stipulation”) is entered into by and between Lead Plaintiffs Todd Stanaford and Philip Hobley (“Lead Plaintiffs”) and the other members of the Settlement Class (as defined herein); and Defendants Liberty Silver Corporation (“Liberty Silver”), Geoffrey Browne, and William Tafuri (the “Liberty Silver Defendants”), each by and through his or its attorneys. This Stipulation is intended by the parties hereto to fully, finally and forever resolve, discharge, release and settle the claims that Lead Plaintiffs have alleged against the Liberty Silver Defendants and Released Parties, subject to the terms and conditions of this Stipulation, and does not constitute a settlement of any claims by Lead Plaintiffs against any other Defendants in this Action.

Specifically, this Stipulation does not settle, resolve or release any claims that Lead Plaintiffs have against Defendants Robert Donald Bruce Genovese, BG Capital Group Ltd, Look Back Investments, Inc., or Outlook Investments Inc., or any parent or subsidiary, present or former director, officer, or subsidiary of any of these defendants, any entity in which any of these defendants has a controlling interest, and any of these defendants’ respective legal 206081891 v1 representatives, heirs, successors and assigns, or any immediate family member of any of these defendants (collectively the “BG Defendants”).

RECITALS

WHEREAS, the above captioned action commenced in the United States District Court for the Southern District of Florida on September 12, 2013 (the “Action”);

WHEREAS, on September 27, 2013, Stanaford and Hobley filed the Amended Class Action Complaint for Violations of Federal Securities Laws;

WHEREAS, by Order dated January 22, 2014, the Court appointed Stanaford and Hobley as Lead Plaintiffs, and appointed the law firm of Federman & Sherwood (“Federman & Sherwood”) as Lead Counsel (“Lead Counsel”) and Menzer & Hill, PA (“Menzer & Hill”) as Liaison Counsel;

WHEREAS, on March 24, 2014, Lead Plaintiffs filed the Second Amended Class Action Complaint for Violations of Federal Securities Laws;

WHEREAS, on May 8, 2014, the Liberty Silver Defendants moved to dismiss the Second Amended Class Action Complaint;

WHEREAS, on August 4, 2014, Lead Plaintiffs filed the Third Amended Class Action Complaint for Violations of Federal Securities Laws;

WHEREAS, on August 6, 2014, the Court denied the Liberty Silver Defendants’ Motion to Dismiss the Second Amended Complaint as moot;

WHEREAS, on October 6 2014, the Liberty Silver Defendants moved to dismiss the Third Amended Class Action Complaint for Violations of Federal Securities Laws (“the Motion to Dismiss”);

WHEREAS, pursuant to the PSLRA, all proceedings, including discovery, have been

–  –  –

WHEREAS, following arms-length negotiations with the assistance of an experienced mediator on November 20, 2014, and subsequent negotiations, Lead Plaintiffs and the Liberty Silver Defendants have agreed to a settlement of the Action;

WHEREAS, Lead Counsel, on behalf of Lead Plaintiffs, have conducted an investigation relating to the claims and the underlying events and transactions alleged in the Complaint;

WHEREAS, Lead Counsel and Lead Plaintiffs recognize the expense, risks and uncertain outcome of any litigation and subsequent appeals, especially for a complex action such as this with its inherent difficulties and delays, Lead Plaintiffs, on behalf of themselves and other members of the Settlement Class (collectively, “Plaintiffs”), desire to settle the Plaintiffs’ claims against the Liberty Silver Defendants in this Action on the terms and conditions set forth in this Stipulation;

WHEREAS, Lead Plaintiffs and Lead Counsel consider the Settlement to be fair, reasonable, adequate and in the best interests of the members of the Settlement Class and have agreed that the Released Parties should be released from the Released Claims (as defined below) pursuant to the terms and provisions of this Stipulation; and have agreed to the dismissal of the Action with prejudice, after considering the substantial benefits that the Lead Plaintiffs and all members of the Settlement Class will receive from the settlement of the Action; and WHEREAS, the Liberty Silver Defendants, while continuing to deny all allegations of wrongdoing or liability whatsoever arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged in this action, also recognize the expense, risks and uncertain outcome of any litigation, especially in a complex action such as this, and the Liberty Silver Defendants desire to settle the claims against them so as to avoid lengthy,

–  –  –





therewith, without in any way acknowledging any fault or liability, such that this Stipulation and all related documents are not, and shall not in any event be construed or deemed to be evidence of or an admission or concession on the part of the Liberty Silver Defendants with respect to any claim or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Liberty Silver Defendants have asserted or could have, of or by any of them or of any other person;

NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO AND

AGREED between Lead Plaintiffs and the Liberty Silver Defendants, by and through their respective attorneys or counsel of record, that the Action and the Released Claims as against the Released Parties shall be settled, compromised, and dismissed with prejudice, subject to the

approval of the Court, in the manner and upon the terms and conditions hereafter set forth:

I. DEFINITIONS A. To the extent not otherwise defined herein, as used in this Stipulation, the

following terms have the meanings specified below:

–  –  –

submits a timely and valid Proof of Claim and Release form to the Claims Administrator and whose proof of claim is not rejected. Only those members of the Settlement Class filing valid and timely Proofs of Claim and Releases shall be entitled to receive any distributions from the Net Settlement Fund.

–  –  –

limited to the Final Judgment, that such judgment or order represents a final and binding determination of all issues within its scope and is not subject to further review on appeal or otherwise. Without limitation, a judgment or order becomes “Final” when: (a) the time within which to seek review, alteration, amendment or appeal of such judgment or order, including (if applicable) any three (3) day period for service by mail under Federal Rule of Civil Procedure 6(a) and (e) or any such service period applicable to an action in state court, has expired without any review, alteration, amendment or appeal having been sought or taken; or (b) if an appeal, petition for writ of certiorari, motion or other application for review, alteration or amendment is filed, sought or taken, the date as of which such appeal, petition, motion or other application shall have been finally determined in such a manner as to affirm the Court’s original order without material modification and the time, if any, for seeking further review has expired.

–  –  –

Court approving the Stipulation of Settlement and dismissing the Action with prejudice and without costs, substantially in the form of Exhibit B hereto.

–  –  –

by the Court as required by Federal Rule of Civil Procedure 23 to determine whether the proposed Settlement should be approved as fair, reasonable and adequate; whether all Released Claims should be dismissed with prejudice; whether an order approving the Settlement should be entered thereon; whether the plan of allocation of the Settlement Fund should be approved; and whether and in what amounts to award attorneys' fees and expenses to Lead Counsel and reimbursement awards to Lead Plaintiffs. “Net Settlement Fund” means the Settlement Amount plus all interest earned thereon, less: (i) attorneys' fees and expenses and reimbursement awards awarded by the Court; (ii) taxes and tax expenses; and (iii) Notice and Administration Expenses.

–  –  –

(whether or not paid) in connection with the settlement administration, and shall include, among other things, the cost of publishing summary notice,and printing and mailing the notice and Proof of Claim and Release, as directed by the Court, and the cost of processing proofs of claim and distributing the Net Settlement Fund to Settlement Class Members who timely submit a valid Proof of Claim and Release.

–  –  –

the Liberty Silver Defendants. The “parties hereto” means all those Persons whose counsel have signed this Stipulation on their behalf.

13. “Person” means any individual, corporation, partnership (whether general or limited), limited liability company, association, affiliate, joint stock company, trust, estate, unincorporated association, government and any political subdivision thereof, and any other type of legal or political entity.

–  –  –

Settlement Fund, to be approved by the Court, which plan or formula shall govern the distribution of the Net Settlement Fund to Authorized Claimants. The Plan of Allocation is not a part of this Stipulation; the Liberty Silver Defendants shall not have any responsibility or liability with respect thereto, and any order or proceedings relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect the finality of the Final Judgment or any other orders entered by the Court pursuant to this Stipulation.

15. “Released Claims” shall mean all claims, demands, rights, liabilities, and causes of action, known or unknown, whether direct, individual, or representative thereof, arising under federal, state, local or foreign statutory or common law or any other law, rule or regulation, to the fullest extent that the law permits their release, asserted or that might have been asserted by Lead Plaintiffs or any member of the Settlement Class in any forum arising out of, based upon, or in any way related to their purchase, sale, or holding of Liberty Silver stock during the Settlement Class Period and the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint including all claims that were or could have been asserted in the Action. This release does not and will not affect any claim asserted or to be asserted against named defendants in the Action, including the BG Defendants, other than the Liberty Silver Defendants.

16. “Liberty Silver Defendants’ Released Claims” means any and all claims, rights, or causes of action or liabilities whatsoever, whether based in federal, state, local, statutory or common law or any other law, rule or regulation, including both known claims and Unknown Claims, that have been or could have been asserted in the Action or any forum by the Liberty Silver Defendants against the Lead Plaintiffs, Settlement Class Members or their

–  –  –

immediate family members, heirs, executors, administrators, successors, and assigns; the Liberty Silver Defendants’ present, former and future employees, insurers, officers, directors, partners, attorneys, accountants, legal representatives, receivers, assigns, subrogees, trustees, heirs, beneficiaries, servants, representatives, agents, and all other Persons in privity with any of them;

any Person or entity which is or was related to or affiliated with any Defendant, or in which any Defendant has or had a controlling interest; and the present, former and future parents, subsidiaries, divisions, affiliates, predecessors, successors, employees, officers, directors, principals, partners, attorneys, accountants, assigns, and agents of all of the foregoing.

Specifically excluded from the definition of “Released Parties” and this release are all named defendants in the Action, including the BG Defendants, other than the Liberty Silver Defendants.

–  –  –

of this Settlement only, all persons or entities who, during the Settlement Class Period, purchased publicly traded shares of Liberty Silver (OTC: LBSV) Common Stock during the period February 10, 2010 through October 5, 2012, inclusive of those dates, and were damaged thereby.

Excluded from the definition of “Settlement Class” and “Settlement Class Members” are (a) Defendants; any parent or subsidiary, present or former director, officer, or subsidiary of on any of the Defendants; any entity in which any Defendant respectively has a controlling interest; and Defendants’ respective legal representatives, heirs, successors and assigns, any immediate

–  –  –

who timely and validly exclude themselves from the Settlement Class in accordance with the requirements set forth in the Mailed Notice and Rule 23 of the Federal Rules of Civil Procedure.

–  –  –



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