LGL Luiri Gold Limited

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.

Luiri Gold Limited (TSXV:LGL)
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부터 5월(5) 2024 으로 6월(6) 2024

Luiri Gold Limited (TSXV:LGL)
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부터 6월(6) 2023 으로 6월(6) 2024