Luiri Gold-Sale of Lachlan Star Shares, Subscription for New Shares by Carlton Resources Plc and Change in the Board of Director
February 14 2011 - 8:15AM
Marketwired
Luiri Gold Limited (TSX VENTURE: LGL)(ASX: LGM) ("Luiri" or the
"Company") announces that it has entered into an agreement with
Carlton Resources plc ("Carlton") dated February 12, 2011 (the
"Carlton Agreement") pursuant to which the Board of Directors and
Management of the Company will be changed. Carlton is a public,
unlisted company 28% owned by Nyota Minerals Limited ("Nyota").
Pursuant to the Carlton Agreement, Carlton will complete a
private placement of 5,875,000 common shares of the Company at a
price of A$0.15 per share (the "Private Placement"). Four existing
directors of the Company have agreed to tender their resignations
concurrently with the completion of the Private Placement, to be
replaced by three new directors nominated by Carlton.
The Private Placement is subject to the acceptance of the TSX
Venture Exchange and is expected to be completed on or before
February 16, 2011.
In a transaction related to the Carlton Agreement, Lachlan Star
Limited ("Lachlan") will complete the sale of all of its 23%
holding in Luiri, 26.0 million shares, at a price of A$0.15 per
share, to various purchasers procured by Ocean Equities Limited, a
London based investment bank. It is the Company's understanding
that none of these purchasers hold in excess of 10% of the issued
shares of the Company as a result of the sale of Luiri shares by
Lachlan. Carlton's shareholding in Luiri upon completion of the
Private Placement will represent approximately 5% of the issued
shares of the Company.
New Board Appointments
Upon completion of the Private Placement, Melissa Sturgess will
be appointed as Executive Chairman and Mike Langoulant and Evan
Kirby will be appointed as Directors to Luiri's new Board ("New
Directors"). Each of the New Directors is also directors of Nyota
and Melissa Sturgess is a director of Carlton.
Melissa Sturgess holds a BSc and an MBA from the University of
Western Australia and commenced her career with British Airways and
Australian law firm Mallesons Stephen Jaques. Melissa then took a
consulting role with Aquarius Platinum Limited before moving full
time into the corporate development of resources companies. She was
appointed CEO and Chairman of Nyota Minerals Limited in February
2009. Nyota is listed on the Australian Securities Exchange ("ASX")
and the Alternative Investment Market in London ("AIM") with a
market capitalisation of approximately A$180 million. In June 2009,
Nyota acquired Minerva Resources plc through a scrip takeover offer
valued at approximately GBP1.8m. Since then Nyota has defined a
1.4moz inferred gold resource in Western Ethiopia and commenced a
prefeasibility study with the intention of applying for a mining
licence in the second quarter of CY2011. The market capitalisation
of Nyota has increased from approximately A$18 million to A$185
million in the past 18 months. She was appointed Chairman of
Carlton in October 2009.
Mr Langoulant is a chartered accountant with 20 years'
experience in corporate administration and fundraising for public
companies. Mr Langoulant spent ten years with large international
accounting firms, and has acted as chief financial officer, company
secretary and non-executive director for a number of publicly
listed companies. Mr Langoulant established his own consultancy
firm in 1994, and has been a director of a range of Canadian and
Australian quoted companies.
Dr Evan Kirby is a metallurgist with more than 30 years'
experience. He worked in South Africa for 17 years primarily for
Impala Platinum, Rand Mines and Rustenburg Platinum Mines before
moving to Australia in 1992. In Australia, Dr Kirby worked for
Minproc Engineers and Bechtel Corporation before starting his own
consulting business a decade later. With his broad experience, he
has been involved in the development of a wide range of mining and
minerals processing projects in Africa and Australia, as well as
other parts of the world.
Resignations of incumbent Directors
Incumbent Luiri Directors Michael Sperinck, Peter Tanham, Gordon
Richards and Richard Billingsley have all agreed to resign from the
Board effective upon the completion of the Private Placement.
Robert Brown will remain a Non Executive Director of Luiri. The
Board would like to thank each of the outgoing Directors for their
contributions to the Company. The employment contracts of Michael
Sperinck and Peter Tanham will be terminated effective upon the
completion of the Private Placement. However, both will be engaged
as consultants to Luiri to assist with transitional
arrangements.
Status of tenure to LML48
As announced by the Company on 4 February 2011, the Attorney
General of Zambia has informed the Ministry of Mines and
Development that it has no objections to them entering into
discussions with Luiri in order to find an amicable settlement on
the issue of the cancelation of the Mining License LML48 ("Tenure
Issues"). The Company has preserved its legal position by appealing
the cancellation in the High Court of Zambia and the High Court has
upheld the ruling of a stay against the cancelation of LML48 until
the full appeal process is completed.
Company Direction
The New Directors will continue to work to resolve the Tenure
Issues and intend to hold direct discussions with the relevant
officials in Zambia as soon as possible. It is the Company's
intention to grow via a regional exploration programme which would
run parallel to the development of LML 48 following resolution of
the Tenure Issues.
ON BEHALF OF THE BOARD OF DIRECTORS OF LUIRI GOLD LIMITED
This news release includes certain forward-looking statements or
information. All statements other than statements of historical
fact included in this release, including, without limitation,
statements regarding plans for the completion of a private
placement financing and other future plans and objectives of the
Company are forward-looking statements that involve various risks
and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company's plans or expectations include market
prices, availability of capital and financing, general economic,
market or business conditions, regulatory changes, timeliness of
government or regulatory approvals and other risks detailed herein
and from time to time in the filings made by the Company with
securities regulators. The Company expressly disclaims any
intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise except as otherwise required by applicable securities
legislation.
NONE OF THE TSX VENTURE EXCHANGE, ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE), OR THE ASX HAS REVIEWED THIS RELEASE AND NONE OF
THEM ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
Contacts: Luiri Gold Limited Melissa Sturgess +44 7825 551 397
Luiri Gold Limited Rob Brown +61 417 793 733
Luiri Gold Limited (TSXV:LGL)
Historical Stock Chart
From Oct 2024 to Nov 2024
Luiri Gold Limited (TSXV:LGL)
Historical Stock Chart
From Nov 2023 to Nov 2024