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Lithic Metals&Energy (LMY)

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Thursday 26 November, 2009

Lithic Metals&Energy

Posting of Scheme Doc,Admissi

RNS Number : 1045D
Lithic Metals and Energy Limited
26 November 2009

Lithic Metals and Energy Limited ("Lithic" or "the Company")

Posting of Scheme Document and Admission Document

Notice of Special General Meeting

Further to the announcement on 29 October 2009 of the Company's intention to acquire all of the issued shares of Amber Petroleum Ltd., a private company incorporated in the BVI, via a scheme of arrangement under section 179A of the BVI Business Companies Act, a document containing details of the Scheme and notice of court ordered meeting of the Amber Shareholders entitled to vote on the Scheme to be held on 14 December 2009 has been despatched to the Amber Shareholders and, for information only, to Amber optionholders.  

The Acquisition will constitute a reverse takeover pursuant to the AIM Rules and as such requires the publication of an admission document and the approval of Shareholders pursuant to AIM Rule 14. Accordingly, an admission document has been despatched to Shareholders that sets out, inter alia, notice of a Special General Meeting ("SGM") as well as further details of the terms of the Acquisition. 

In addition to a resolution to approve the Acquisition pursuant to AIM Rule 14, the notice of the SGM also includes resolutions (i) to approve the Company's New Business Strategy; (ii) to convert all unissued preferred shares into Ordinary Shares; (iii) to increase the Company's authorised share capital from £3,020,000 to £30,000,000 by the creation of an additional 2,698,000,000 Ordinary Shares; and (iv) to change the Company's name to AfNat Resources Limited. 

As previously announced, although the New Business Strategy does not require Shareholder approval, the Board believes that because it would be an expansion of the Company's existing strategy, seeking Shareholder approval is appropriate. 

The SGM will be held at 2.00 p.m. GMT (3.00 p.m. local time) on 14 December 2009 at the offices of Herbert Smith LLP at 66 Avenue Marceau, 75008 Paris, France. 

Based on current advice, the Board believes that the Acquisition will be completed, and the Enlarged Share Capital admitted to trading on AIM on or around 23 December 2009.

A copy of the admission document is available on the Company's website at Copies are also available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the offices of Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN from the date of this announcement and for a period of at least one month from Admission. 

Capitalised terms used throughout this announcement are defined at the end of the announcement. 

City Code on Takeovers and Mergers

For the avoidance of doubt, the Company is not subject to the City Code and accordingly investors should be aware that they are not afforded the protections of the City Code.

Definitions used in this announcement


the proposed acquisition by the Company of all of the issued shares of Amber pursuant to the Scheme


the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules on implementation of the Scheme in accordance with its terms


the AIM market operated by London Stock Exchange plc

"AIM Rules"

the rules and guidance notes for companies with a class of securities admitted to AIM issued by the London Stock Exchange plc as in force at the date of this announcement


Amber Petroleum Ltd., a company registered and incorporated in the BVI with company number 1017685

"Amber Shareholders"

holders of the issued shares of no par value of Amber 

"Board" or "Directors"

the board of directors of the Company 


the British Virgin Islands

"BVI Business Companies Act"

the BVI Business Companies Act 2004, as amended from time to time

"City Code"

the City Code on Takeovers and Mergers 

"Enlarged Share Capital"

the Ordinary Shares in issue immediately following Admission

"New Business Strategy"

means the proposed new business strategy of the Company, recommended by the Directors to the Shareholders for their approval at the SGM and more particularly set out in the admission document 

"Ordinary Shares"

ordinary shares of £0.01 (one pence) each in the capital of the Company


the scheme of arrangement for the implementation of the Acquisition under section 179A of the BVI Business Companies Act between Amber and the Amber Shareholders, with or subject to any modification or addition thereto or condition approved or imposed by the Court and agreed by the Company and Amber


a holder of Ordinary Shares 

"Special General Meeting" or "SGM"

the special general meeting of the Shareholders to be called to approve, inter alia, the Acquisition and the New Business Strategy



David de Jongh Weill, Chairman

T: +44 20 7881 0180

Seymour Pierce Limited

Nicola Marrin/Catherine Leftley

T: +44 20 7107 8000

Seymour Pierce Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Nominated Adviser and Broker for the purposes of the AIM Rules exclusively for the Company and no one else in connection with the matters set out in the Admission Document and will not be responsible to any other person for providing the protections afforded to clients of Seymour Pierce Limited or for advising any other person in connection with the matters set out in the Admission Document.

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