Liberty Resources Acquisition Corp. *
The below-announced combination was terminated on 5/14/24. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Caspi Oil Gas LLP [Terminated]
ENTERPRISE VALUE: $463.7 million
ANTICIPATED SYMBOL: tbd
Liberty Resources Acquisition Corp. proposes to combine with Caspi Oil Gas LLP, the concession owner of the Rakushechnoye Oil Field, located in West Kazakhstan.
- The Rakushechnoye License Block is located onshore Caspian Sea of the Mangyshlak peninsula, West Kazakhstan.
- It covers an area of about 287 sq km in the south-western Manghystau Province.
- Geologically the field lies within the South Mangyshlak sedimentary basin and the two largest fields, Zhetybai and Uzen, are located approximately 65 kilometers to the north and 85 kilometers to the northeast respectively.
EXTENSION – 2/21/24 – LINK
- The SPAC approved the extension from February 8, 2024 to November 7, 2024.
- 3,037,062 shares were redeemed for approximately $11.15/Share.
- $0.03/share per month will be deposited into the trust account.
EXTENSION – 4/21/23 – LINK
- The SPAC approved the extension from May 8, 2023 to February 8, 2024.
- 7,693,815 shares were redeemed for $10.58 per share.
- $150K per month will be deposited into the trust account.
EXTENSION – 11/8/22 – LINK
The SPAC has caused to be deposited $1,150,000 into the Company’s Trust account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from November 8, 2022, to February 8, 2022.
SUBSEQUENT EVENT – 9/26/22 – LINK
- On September 21, 2022, Liberty Resources Acquisition Corp., Caspi Oil Gas LLP, and Caspi’s owner, Markmore Energy Limited, entered into a Second Amendment to Acquisition Letter.
- The Second Amendment extends the “Due Diligence Period” and the “Exclusivity Period” for a transaction under the Acquisition Letter to October 15, 2022.
TRANSACTION
- The proposed Transaction values Caspi at a $463.7 million enterprise value and at a pro forma market capitalization of approximately $452 million, assuming a $10.00 per share price and no redemptions by Liberty stockholders, and will provide a minimum of $55 million of net proceeds to the company after payment of Transaction expenses, assuming no redemptions.
- As part of the Transaction, Liberty will assume liabilities of Caspi of $50.0 million and make a payment of $50.0 million to the current owners of Caspi.
- The current owners of Caspi will also receive approximately 32.7 million shares of the combined company’s common stock.
- Additionally, upon the completion of a central processing complex and the commencement of commercial production of gas and condensate, the combined company will annually pay the current owner of Caspi an amount equal to the greater of
- (a) 50% of the net revenue (i.e., gross revenue less production costs and capex) attributable to the combined company’s sale of gas during any period in which the combined company is commercially producing gas, plus 40% of all revenue attributable to the combined company’s sale of condensate during any period in which the combined company is commercially producing condensate, or
- (b) $15 million.
- The parties anticipate raising additional equity financing of at least $120.0 million that will be committed at the time of the signing of the definitive business combination agreement.
- In addition, upon the closing of the business combination, the new entity expects to declare a dividend of at least $0.50 per share of outstanding common stock.
SPAC FUNDING
- As of the date of the Agreement, Liberty has received non-binding offers for funding totaling $120 million.
- Liberty will take all steps reasonable and necessary to assist to convert these to binding commitments prior to signing of the Registration on Form F-4.
LOCK-UP
- Company and Sponsor
- 180 days after the Closing Date
NOTABLE CONDITIONS TO CLOSING
- Upon the Closing, after giving effect to the redemption and the PIPE investment, Liberty shall have net tangible assets of at least $5,000,001
NOTABLE CONDITIONS TO TERMINATION
- If any of the conditions to the Closing has not been satisfied or waived by July 2, 2023
ADVISORS
- EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to Liberty.
- ARC Group Ltd. is serving as financial advisor to Liberty.
- Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to Liberty.
- Dentons Kazakhstan LLP is serving as legal advisors to Markmore.
- La Gro Geelkerken Advocaten B.V. is serving as Dutch legal advisors to Liberty
- Kinstellar LLP is serving as Kazakhstan legal advisors to Liberty.
MANAGEMENT & BOARD
Executive Officers
Dato’ Maznah Binti Abdul Jalil, 68
Chairman, Chief Executive Officer and Director
Dato’ Maznah Binti Abdul Jalil has over 30 years of investment banking experience in a merchant Bank and DRB-HICOM Berhad Group of Companies. She is currently working as a director at several companies, including: Malayan Flour Mill Berhad (“MFLOUR”), since November 2019, Boustead Heavy Industrial Corporation Berhad (“BHIC”), since August 2019, Innature Berhad (“INNATURE”), since March 2019, Lembaga Angkatan Tentera (“LTAT”), since November 2018, Opus Asset Management SDN. BHD, since November 2017, and Pavilion REIT Management SDN. BHD, since July 2011. From December 2012 until April 2019 she was the Executive Director and Chief Financial Officer of Sona Petroleum Berhad. From 2007 to 2011 she held two positions, one as Executive Vice President at Kenanga Investment Bank Berhad and as Head of Corporate Finance at Hong Leong Financial Group. Prior to that she worked 14 years as Senior Group Director in Corporate Finance & Advisory at DRB-HICOM BERHAD (From June 1992 to July 2005) where she was responsible of corporate finance & advisory work for Master-Carriage Group and DRB-HICOM Group including restructuring proposals of companies’ mergers and acquisitions floatation of companies and overseeing investment related activities of the Group. She previously held several directorships in publicly listed companies as well as non-listed companies.
Dato’ Khalid Ahmad, 68
Chief Financial Officer and Secretary
Dato’ Khalid Ahmad is a highly experienced financial and accounting professional with an extensive background in publishing, television, film and all aspects of the media business. He has been working as Chairman of Universiti Sultan Azlan Shah (USAS) Berhad since March 2021 and, at the same time, he has acted as an advisor and consultant to the Malaysian audit firm of FMSalleh & Co. Dato’ Khalid also holds executive and board positions in firms involved in the natural resources and power industries. He was also responsible for the launch of The KL Options and Financial Futures Exchange, now part of the BURSA MALAYSIA. He was a commissioner of Public Land Transport Commission of Malaysia, Director of Technology Park Malaysia, and was also an adjunct professor and adviser to several universities. As a Past President of The Malaysia Advisory Committee of the Association of Chartered Certified Accountants (ACCA) in Malaysia (after serving for eight years as President), Dato’ Khalid has served in many volunteer positions and government appointed boards, including the ACCA World Council in London, the National Unity Council, the Financial Reporting Foundation in Malaysia, the Malaysian Multimedia Development Corporation and the National Sports Council. Dato’ Khalid is a Fellow in the Association of Chartered Certified Accountants.
Board of Directors
Garry Richard Stein, 75 [Resigned]
Director
He has been serving as Executive Vice President & Director of Ghana based at Hope Gold Limited since July 2019. He has also been serving as Chief Financial Officer of PHP Acquisition Corp. since April 2021. Mr. Stein has over fifty years of experience in executive roles in banking, investment management, mergers & acquisitions, private equity, natural resources, technology, and strategic planning. He has been actively involved for many years in both in international commodity, mining, and finance communities and has been successful in raising and investing substantial funds for various investment projects across a wide range of industries, particularly in natural resources. He has served as an advisor, senior executive and in board roles for a number of public and private companies in North America, Hong Kong, China, throughout Southeast Asia and Africa. He was recently a responsible officer for development of the technology design for the global trade settlement platform was instrumental in the strategic planning, design concepts and implementation of modern distributed ledger and related technologies to the issues of global trade. In the past, he has been involved as an investor and senior executive in several oil and gas exploration and development companies in Canada, the USA, China and Central Asia.
Akbar Tajudin bin Abdul Wahab, 67 [Resigned 7/30/22]
Director
He is responsible for providing technical and commercial advice on matters relating to new investment opportunities and offering solutions to technical issues relating to development proposals. Prior to that, he joined Sona Petroleum in August 2013 as the Vice President of Exploration and Production and was responsible to assess and identify suitable E&P O&G assets for the Company until April 2015. Mr Akbar Tajudin has more than 44 years of experience in the oil and gas industry He started his career with PETRONAS, the national company of Malaysia, in 1977 and has since served in many technical and executive roles within the company. He has been involved in the operations and business development of the oil and gas in South East Asia, Middle East and Africa. He was also involved in management of the risk and assurance aspects of the oil and gas business.
Mohammed Faizal Bin Abd Jabbar, 50
Director
He graduated with a law degree (LLB (Hons)) from the International Islamic University in 1993, LLM(Hons) University of Cambridge UK in 1994 and the Institute of Chartered Secretaries and Administrators (ICSA) UK in 1995. He practiced corporate and finance law in two of Malaysia’s largest law firms Messrs Shearn Delamore and Zul Rafique & Partners. He was involved in major legal projects namely the construction of the KL International Airport, the Federal Administrative Capital Putrajaya and the financing of the iconic Kuala Lumpur City Centre better known as the Twin Towers. He has been on the board of several subsidiaries of the UBS Malaysia group of companies since 2000 and currently is an independent non-executive director of UBS Securities Malaysia since 2005 and served as the Chairman of the board from 2019 to 2021. He also has experience in the property investment services and the renewable energy industry in Malaysia.
Dato’ Seri Chee Hong Leong, — [Appointed 7/29/22]
Director
TBD
Mohamed Zahed Bin Hashim — [Appointed 7/29/22]
Director
TBD
William H. Van Vliet III, — [Appointed]
Director
He graduated with