Caspi Oil Gas LLP and Liberty Resources Acquisition Corp. Announce Signing of Definitive Business Combination Agreement

  • A business combination of Caspi Oil Gas LLP (“Caspi”) and Liberty Resources Acquisition (“Liberty”) and movement offshore into a new entity, Liberty Onshore Energy B.V. (“Pubco”), which is expected to continue listing on the Nasdaq under the symbol LIBY.
  • The consolidated company will own the Rakushechnoye Oil Field, located in West Kazakhstan covering 287 sq km of production ready oil & gas The Field is forecast to produce 1.7 million barrels of oil, 1.8 million barrels of condensate and 12,454,000 MMBTU of gas in year 2025 and peaking at 16 million barrels of oil, 3.5 million barrels of condensate and 64,279,000 MMBTU of gas in year 2028 respectively and declining thereafter.
  • Transaction Represents Proforma Enterprise Value of $463.7 million for Caspi, which combined with US$120 million of new financing and Liberty’s US$ $117 million in its trust account would result in a pro forma enterprise value of US$701 million before redemptions and transaction costs. 

Kuala Lumpur, Malaysia – December 22, 2022 – Markmore Energy (Labuan) Limited (“Markmore”), Liberty Onshore Energy B.V. (“Pubco”), Liberty Onshore Resources B.V. (“HoldCo”), LIBY Merger Sub LLC (“Merger Sub”), and Liberty Resources Acquisition Corp. (NASDAQ: LIBY, LIBYU, LIBYW) (“Liberty”), a special purpose acquisition company, announced today that they have entered into a definitive business combination agreement effective December 15, 2022 (the “Merger Agreement”) that will result in Liberty becoming a wholly owned subsidiary of PubCo. Through a complex restructuring the resultant amalgamated company ultimately will be Liberty Onshore Energy B.V. (“Pubco”), which is expected to continue a listing on the Nasdaq under the symbol LIBY. 

The acquisition price has been supported by a favorable independent Fairness Opinion prepared for the Liberty Board by LGG Advisors (LGG Trading Company Lda). 

Caspi Investment Highlights

Caspi is 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. 

Caspi has favorable high-quality oil & gas reserves with API 47 and zero Sulphur. Furthermore, the LPG concentration of C3 + C4 is between 10% - 12% of gas reserves. The Field is entitled to secure a production license with a maximum period of 25 years based on field development plan developed by an independent technical advisor.