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Liberty Resources Limited (ASX:LBY) - Non-Renounceable Entitlement Issue

3 December 2010

Dear Shareholder
 
Non-Renounceable Entitlement Issue
 
On behalf of the Board, I am pleased to announce that the Company intends to conduct a fully underwritten, pro-rata, non-renounceable entitlement issue to raise approximately $1.55 million, before costs.
 
The offer is for 1 new share for every 4 existing shares held at an issue price of 4.5 cents each. Shareholders who subscribe for their entitlement will also be issued a free option for every new share subscribed for as part of the entitlement issue. The options are exercisable at 10 cents on or before 30 June 2013. Application will be made to list these options on ASX.
 
Entitlement Issue
 
The entitlement issue will be made under a prospectus to be lodged with the Australian Securities and Investments Commission ("ASIC") ("Prospectus"). The entitlement issue will be open to existing holders of fully paid ordinary shares in Liberty with registered addresses in Australia or New Zealand.
 
The Directors are of the view that a fully underwritten pro-rata entitlement issue to all shareholders is the most responsible and fair means of raising capital in the current market.
 
The funds raised will be used for pre feasibility work in Queensland aimed towards selecting the more favourable of two possible projects (Denison or Rodney Creek) for the production and sale of urea, an essential fertilizer; as well as for gathering further data to support scoping studies in Saskatchewan, Canada and in South Australia.
 
Underwriting
 
The Entitlement Issue is fully underwritten by KPC Financial Services Pty Ltd and sub-underwritten by several parties including Ouro Pty Ltd, an entity associated with Mr Andrew Haythorpe, who is a director of Liberty.
 
If all the shareholders of the Company on the record date of 14 December 2010 take up their entitlements under the Entitlement Issue, then the Entitlement Issue will have no effect on the control of the Company. In the unlikely event that no shareholders take up their entitlements, Ouro Pty Ltd and Andrew Haythorpe's relevant interest in shares and options in the Company will increase to 25,715,577 Shares and 20,254,226 Options, which is an increase from 9.3% to 14.8%.
 
Details of the Underwriting Agreement will be set out in the Prospectus, which will be forwarded to you as set out in the timetable below. If you wish to acquire new shares under the entitlement issue you will need to complete the entitlement and acceptance form that will accompany the Prospectus.
 
Timetable
 
The indicative timetable for the entitlement issue is as follows:
Expected date of lodgement of prospectus with ASIC - 3 December 2010
ASX Announcement of Entitlement Issue - 3 December 2010
Lodgement of Prospectus and Appendix 3B with ASX - 6 December 2010
Notice to Shareholders - 7 December 2010
Ex Date (date from which securities commence trading without the entitlement to participate in the Entitlement Issue) - 8 December 2010
Record Date (date for determining entitlements to eligible shareholders to participate in the Entitlement Issue) - 14 December 2010
Dispatch of Prospectus and Entitlement and Acceptance Form - 15 December 2010
Entitlement Issue Opens - 15 December 2010
Closing Date (5pm) - 31 December 2010
Shares quoted on deferred settlement basis - 4 January 2011
Notification to ASX of under-subscriptions - 4 January 2011
Dispatch of Holding Statements - 4 January 2011
Normal (T +3) trading starts - 5 January 2011

The Company reserves the right to amend this timetable including, subject to the Corporations Act 2001 and the ASX Listing Rules, to extend the closing date.
 
If you have any questions in relation to the Entitlement Issue, please do not hesitate to contact the Company on (08) 9287 4488.
 
Yours faithfully
Andrew Haythorpe
Managing Director
Liberty Resources Ltd
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