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CADOUX LIMITED — Board/Management Information 2009
Sep 30, 2009
64620_rns_2009-09-30_ce7001be-a984-4718-85b4-e998cc99dbf4.pdf
Board/Management Information
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TENEMENT ACQUISITION AGREEMENT EXECUTED FOR THE YARLARWEELOR URANIUM PROJECT
SUMMARY
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A Tenement Acquisition Agreement has been executed between Empire Resources Limited (ASX: ERL) and Freedom Eye Ltd for the Yarlarweelor Uranium Project (E52/2095)
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The transaction will be subject to requisite Shareholder and ASX regulatory approvals
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The metrics of the transaction are provided in more detail below
Perth, Australia. 1 October 2009 : The Board of Directors of Freedom Eye Limited (ASX: FYI) are pleased to announce that the Company has executed a Tenement Acquisition Agreement with Empire Resources Limited (ASX: ERL) to acquire a 100% interest in Empire’s Yarlarweelor uranium project located in Western Australian.
Terms of the Yarlarweelor Tenement Acquisition Agreement:
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Freedom Eye to acquire the Yarlarweelor Exploration Licence E52/2095;
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Consideration paid by Freedom Eye: 100% scrip deal. Empire Resources to be issued 40% of the post reconstructed share capital of Freedom Eye;
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The transaction is subject to:
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Shareholder approval;
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ASX regulatory approval, which will include compliance with Chapters 1 and 2 of the ASX Listing Rules; and
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The successful completion of due diligence on behalf of both Freedom Eye and Empire Resources.
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Empire Resources shall be offered two Board positions in Freedom Eye and the Freedom Eye Board shall be reduced to three directors in total.
Unit 9, 8 Sarich Way, BENTLEY 6102 Postal: PO Box 1102 EAST VICTORIA PARK WA 6981 Tel: +61 8 9355 0399 Fax: +61 8 9472 0475 Email: [email protected] Website: www.freedomeye.com
General Meeting of Shareholders
The Directors of Freedom Eye hope to put the transaction to shareholders at this year’s annual general meeting scheduled for November. Shareholders may consider and, if thought fit, pass all relevant resolution(s):
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Approving the change in the nature of Freedom Eye’s activities;
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Ratifying the execution of the Yarlarweelor Tenement Acquisition Agreement;
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Approving the issue of shares to Empire Resources as consideration pursuant to the Yarlarweelor Tenement Acquisition Agreement;
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If required, ratifying and approving the acquisition of any further mining assets deemed appropriate for acquisition by the Company;
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If required, approving the proposed capital raising by the Company of a minimum of $1,000,000;
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If required, approving the consolidation of the existing issued share capital of the Company;
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Approving the change of name of the Company to reflect the new business focus of the Company; and
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Any other matters relevant to the new business direction of the Company.
Due Diligence
The Company will advise when it has completed its due diligence on the Tenements. In this regard, the Company is also investigating the acquisition of other resource projects in addition to the above Tenements. If and when such projects are acquired, appropriate announcements will be made.
ASX Suspension
As the Yarlarweelor Tenement Acquisition Agreement transaction constitutes a change in the nature of the Company’s activities, Freedom Eye has had to apply for a short suspension from official quotation on the ASX prior to this market announcement. However, the ASX has advised that Freedom Eye will be reinstated to official quotation on the next business day after release of this market announcement.
Upon successful completion of its due diligence on the Yarlarweelor Tenement Acquisition Agreement, Freedom Eye will be required to apply for another suspension from the ASX on the eve of the date of the annual general meeting. After obtaining relevant shareholder approvals, upon the close of the proposed capital raising of the Company, Freedom Eye will apply to the ASX for reinstatement of quotation. The ASX has advised that reinstatement will be conditional upon satisfaction of the admission and quotation requirements set out in Chapters 1 and 2 of the ASX Listing Rules.
In the event Freedom Eye shareholders fail to approve any one of the resolutions proposed for the AGM as described above, ASX advises that subject to normal compliance with the ASX Listing Rules, a reinstatement of the securities of the Company will occur on the basis of its continuing Biotechnology and Pharmaceutical operations.
Board Changes
Upon the passing by the Company of all requisite resolutions proposed at the meeting of shareholders, Mr David Sargeant and Mr Adrian Jessup will be joining the Board of Directors of Freedom Eye. At such time, Mr Grant Bennett and Dr David Sparling will resign as directors of Freedom Eye.
About David Sargeant
David Sargeant - Empire Resources Limited Managing Director - BSc. MAusIMM
Mr Sargeant – who holds a Bachelor of Science degree in economic geology from the University of Sydney – has more than 35 years experience as a geologist, consultant and company director. As such, he has been involved in numerous mineral exploration, ore deposit evaluation and mining development projects and is a member of AusIMM and the Geological Society of Australia.
During his career, Mr Sargeant has held a range of senior positions, including that of senior geologist with Newmont Pty Ltd and senior supervisory geologist with Esso Australia Ltd at the time of the Harbour Lights Gold Mine discovery and development. Further, Mr Sargeant was the first chief geologist at Telfer Gold Mine during exploration, development and production at that project. In addition, he was exploration manager for the Adelaide Petroleum NL group of companies, manager of resources development for Sabminco NL and a technical director of Western Reefs Limited during the period in which that company became a successful producer at the Dalgaranga Gold Project.
About Adrian Jessup
Adrian Jessup - Empire Resources Limited Executive Director - BSc. MAusIMM
Mr Jessup also holds a Bachelor of Science degree (with honours) in economic geology from the University of Sydney and has more than 35 years continuous experience as a geologist, company director and consultant involved in mineral exploration, ore deposit evaluation and mining. He is a member of AusIMM, the Geological Society of Australia and the Australian Institute of Geoscientists.
For the last twelve years, Mr Jessup has operated a geological consulting company. During that time, he was a founding director of Sylvania Resources Limited and remained on the board for two years. Prior to that, Mr Jessup was managing director of Giralia Resources NL for eight years, from the company's inception in 1987. Previously, he had worked for AMAX Exploration Inc., as a senior geologist and as regional manager in charge of that company's mineral exploration in Western Australia.
Capital Raising
The terms of the Yarlarweelor Tenement Acquisition Agreement contemplate a capital raising of a minimum of $1,000,000. Freedom Eye intends to raise these funds through either a Share Purchase Plan or a Prospectus or a combination of both. It is intended that the funds raised will be used to:
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advance the commercial prospects of the Tenement;
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research and identify other under-explored projects with potential for commercial mineralisation;
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potentially expand the Company’s tenement portfolio by way of specific pegging;
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acquisitions and/or joint venture agreements; and
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meet the ongoing operational expenses of the Company.
Timetable
| Timetable | |
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| Item | Date |
| Lodgement of market announcement of proposed acquisition oftheYarlarweelortenement | 1 Oct 2009 |
| Reinstatement of quotation of Freedom Eye shares on ASXpending declaration of satisfaction of due diligence andFreedom Eye shareholderapprovalatAGM | 2 Oct 2009 |
| Declaration of satisfaction of due diligence pursuant to theYarlarweelor TenementAcquisition Agreement* | 31 October 2009 |
| Despatch of notice of meeting and explanatory memorandum forAGM** | Late Oct earlyNov |
| Suspension of Freedom Eye shares on the eve of the AGM midNovember 2009. Freedom Eye AGM to approve the YarlarweelorTenement Acquisition Agreement, change of activities, capitalraising and share reconstruction (if required) and otherappropriatematters** | Mid Nov 2009 |
| Date for completion of minimum $1 million capital raising undertheYarlarweelor TenementAcquisition Agreement*** | Mid to Late Nov2009 |
| Reinstatement of quotation of Freedom Eye shares uponre-compliance with ASX ListingRules** | Late Nov earlyDec2009 |
Notes:
- Dates may change by agreement of Freedom Eye and Empire Resources pursuant to the Yarlarweelor Tenement Acquisition Agreement;
** Indicative dates only, which may change;
*** The >$1 million capital raising may take the form of a Share Purchase Plan and/or a Prospectus. Documents for such fund raising will be issued by Freedom Eye after mid October 2009 (with the issue of shares subject to Freedom Eye approvals at the AGM).
Further information on the potential acquisition will be provided in due course.
Signed:
Mr Russell Barnett, Chairman, Freedom Eye
Mr Grant Bennett, Director, Freedom Eye
Dr David Sparling, Director, Freedom Eye
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Further Information:
| Mr Russell BarnettChairmanMob: 0438 710 917 | Dr David SparlingDirectorMob: 0417 721 972 |
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