GXY galaxy resources limited

creat resources in reverse takeover, page-5

  1. 1,508 Posts.
    10 February 2010

    CREAT RESOURCES HOLDINGS LIMITED


    Proposed acquisition of an interest in Galaxy Resources Limited

    Placing of up to 283,333,333 Placing Shares at 6 pence per share
    and Re-Admission to trading on AIM

    Notice of AGM

    Creat Resources Holdings Limited (the "Company") (AIM: CRHL) is pleased to announce the proposed acquisition by the Company of an interest in Galaxy Resources Limited ("Galaxy") (ASX: GXY), an emerging mining and materials company focusing on lithium and tantalum production. Galaxy, a company based in Perth, Australia and listed on the ASX, plans to become one of the world's leading producers of lithium.

    Highlights


    Galaxy is at an advanced stage of developing its Mt Cattlin lithium (hard rock spodumene) project in Ravensthorpe, Western Australia. The Mt Cattlin Project encompasses a mine and minerals plant which is expected to produce 137,000 tpa of 6% Li2O spodumene concentrate in the future. Galaxy intends to add value to the Mt Cattlin Project by establishing its own downstream lithium processing facilities in China. Galaxy is finalising plans to establish a lithium carbonate chemical facility in Jiangsu Province that will produce 17,000 tpa of lithium carbonate, an essential raw material for the production of lithium batteries. The location of the planned production facility has been selected for its proximity to the rapidly growing markets for lithium batteries in Asia.

    On 16 December 2009, the Company announced it had acquired 6,818,182 shares in Galaxy, representing approximately 4.53% of Galaxy's enlarged share capital (the "Initial Galaxy Subscription"). The Company now plans to subscribe for Further Galaxy Shares, conditional upon shareholder approval, to increase its interest to up to 19.99% (the "Galaxy Subscription").

    To fund the Further Galaxy Subscription, the Company intends to raise up to 15,118,600 (approximately A$27,280,000) net of commissions and other transaction expenses, through a Second Round Placing to be conducted on a reasonable endeavours basis by the Company's broker, Westhouse Securities Limited. The Galaxy Subscription is in line with the Company's revised strategy of exploring acquisitions or other transactions that would result in the expansion of its mining operations within and outside Australia, and the diversification of its resources, as approved by Shareholders in July 2009.

    Due to the size of the Further Galaxy Subscription (when aggregated with the Initial Galaxy Subscription) in comparison to the Company, the Further Galaxy Subscription constitutes a reverse takeover for the purposes of the AIM Rules for Companies. Accordingly, the Further Galaxy Subscription requires the approval of the Company's Shareholders and the production of an Admission Document.

    Following the approval of the Further Galaxy Subscription, the Company will seek Re-Admission. The Directors believe the Company will be well placed to continue its revised strategy to make further acquisitions or conduct other transactions to expand the Company's operations and work alongside Creat Group to support Galaxy as it develops the Mt Cattlin Project and the Jiangsu Project.

    Further details of the Second Round Placing, the Galaxy Subscription, the Nomination Letter, the New Lending Bank Facility Agreement, the Share Mortgage and Facility Put Option and other key documents relating to this transaction are set below.
 
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