Announcement • May 15

Caspioilgas LLP cancelled the acquisition of Liberty Resources Acquisition Corp. (NasdaqGM:LIBY) from a group of shareholders in a reverse merger transaction.

Caspioilgas LLP entered into term sheet to acquire Liberty Resources Acquisition Corp. (NasdaqGM:LIBY) from a group of shareholders in a reverse merger transaction for approximately $460 million on August 5, 2022. Caspioilgas LLP entered into a definitive business combination agreement to acquire Liberty Resources Acquisition Corp. (NasdaqGM:LIBY) from a group of shareholders in a reverse merger transaction for approximately $460 million on December 15, 2022. As part of the Transaction, Liberty will assume liabilities of Caspi of $50 million and make a payment of $50 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. On November 22, 2022, Caspioilgas entered into an amendment to acquisition letter to acquire Liberty Resources Acquisition Corp. for consideration of $463.7 million. The settlement of $463.7 million consideration to Caspioilgas shall be a combination of the following forms: to assume the liabilities of Caspioilgas creditors amounting to $50 million; cash payment amounting to $50 million; equivalent of $36 million to be in the form of preferred stock; and balance shall be in the form of common stock to be issued of equivalent amount of $327.7 million. 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 Board of Directors of Public Entity at the Closing will consist of 3 directors designated by the Company at least one of whom shall be independent, 1 director designated by the Public Entity’s sponsor, Liberty Fields LLC and 3 independent directors mutually acceptable to the Company and the Sponsor. The composition of the board of directors of the Public Entity shall comply with the director independence rules as required the by Exchange. The execution of the definitive business combination agreement for the Transaction is subject to the satisfaction of a number of conditions, including the restructuring of Caspi, completion of due diligence by all parties, the negotiation of the definitive business combination agreement, receipt of NASDAQ approval for the listing, review and approval by the U.S. Securities and Exchange Commission (“SEC”) of the registration statement on Form F-4, any waiting period applicable to the consummation of the Agreement under any antitrust laws shall have expired or been terminated, Liberty shall have net tangible assets of at least $5,000,001, Reorganization shall have been consummated, the receipt of the consent of the creditors of Caspi to the Transaction, the delivery of a PCAOB-compliant audit of Caspi, the approval of the Board of directors and shareholders of Markmore, receipt by the Board of Directors of Liberty of a fairness opinion from an independent investment bank, approval by Liberty’s stockholders, other customary closing conditions, including the receipt of certain regulatory approvals and receipt of binding commitments for an additional equity financing of at least $120 million (collectively, the “Execution Conditions”). The transaction has been unanimously approved by the boards of directors of Markmore, Caspi and Liberty. As of September 21, 2022, Liberty and Caspi entered into a Second Amendment to Acquisition Letter extending the “Due Diligence Period” and the “Exclusivity Period” for a transaction under the Acquisition Letter (the “Transaction”) to October 15, 2022. As of October 21, 2022, Liberty and Caspi entered into a Third Amendment to Acquisition Letter extending the “Due Diligence Period” and the “Exclusivity Period” for a transaction under the Acquisition Letter to November 15, 2022. On November 22, 2022, Liberty and Caspi entered into a fourth amendment to acquisition letter extending the “Due Diligence Period” and the “Exclusivity Period” for a transaction under the Acquisition Letter to December 15, 2022. The Transaction is expected to be completed in the fourth quarter of 2022 or the first quarter of 2023. The deal is expected to close in the second quarter of 2023. As of March 30, 2023, the transaction is expected to close in the second half of 2023. As of February 8, 2023, Liberty confirms extension by which it has to consummate its initial business combination by three months from February 8, 2023 to May 8, 2023. A shareholders meeting is schedule on April 18, 2023 to approve an extension proposal by which LIBY has to consummate its initial business combination by three months from May 8, 2023 to February 8, 2024. As of May 4, 2023, Liberty Resources will extend by one month—from May 8, 2023 to June 8, 2023 (the “Extension”)—the period of time the Company has to consummate its initial business combination (the “business combination”) and that, in connection with the Extension, the Company’s sponsor, Liberty Fields LLC, deposited an aggregate of $150,000 into the Company’s trust account for its public stockholders. The Extension is permitted under the Company’s governing documents and provides additional time to complete the business combination. As of June 6, 2023, Liberty has extend the period of time the company has to consummate its initial business combination by one month from June 8, 2023 to July 8, 2023, as per permission under the company's governing documents. As of August 8, 2023, Liberty Resources Acquisition Corp. announced that it caused to be deposited $150,000 into the Company's trust account for its public stockholders, allowing the Company to extend the period of time the Company has to consummate its initial business combination by one month from August 8, 2023 to September 8, 2023. As of December 8, 2023, Liberty Resources Acquisition Corp. announced that it caused to be deposited $150,000 into the Company's trust account for its public stockholders, allowing the Company to extend the period of time the Company has to consummate its initial business combination by one month from December 8, 2023 to January 8, 2024. As of January 8, 2024, Liberty Resources Acquisition Corp. announced today that it caused to be deposited $150,000 into the Company’s trust account for its public stockholders, allowing the Company to extend the period of time the Company has to consummate its initial business combination by one month from January 8, 2024 to February 8, 2024. As of April 5, 2024, the transaction is expected to consummate by one month from April 8, 2024 to May 8, 2024. Continental Stock Transfer & Trust Company acted as transfer agent to Liberty Resources Acquisition Corp. Liberty Resources Acquisition engaged Laurel Hill Advisory Group LLC to assist in the solicitation of proxies for the Special Meeting for a fee of $12,000. LGG Trading Company LDA acted as fairness opinion provider to Liberty. 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. Andy Tucker, Kathleen L. Deutsch, C. Wells Hall, III and Gavin Beske of 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 and Kinstellar LLP is serving as Kazakhstan legal advisors to Liberty. Caspioilgas LLP cancelled the acquisition of Liberty Resources Acquisition Corp. (NasdaqGM:LIBY) from a group of shareholders in a reverse merger transaction on May 14, 2024.

Snowflake Score
Valuation	0/6
Future Growth	0/6
Past Performance	1/6
Financial Health	0/6
Dividends	0/6

Historical stock prices
Current Share Price	US$11.09
52 Week High	US$11.10
52 Week Low	US$10.50
Beta	0.021
1 Month Change	0.36%
3 Month Change	1.28%
1 Year Change	5.62%
3 Year Change	n/a
5 Year Change	n/a
Change since IPO	12.93%

	LIBY	US Capital Markets	US Market
7D	0.09%	-4.0%	-1.6%
1Y	5.6%	-0.8%	12.1%

LIBY volatility
LIBY Average Weekly Movement	0.6%
Capital Markets Industry Average Movement	3.3%
Market Average Movement	6.8%
10% most volatile stocks in US Market	15.2%
10% least volatile stocks in US Market	2.9%

LIBY fundamental statistics
Market cap	US$79.98m
Earnings (TTM)	US$527.44k
Revenue (TTM)	n/a

Key profitability statistics from the latest earnings report (TTM)
LIBY income statement (TTM)
Revenue	US$0
Cost of Revenue	US$0
Gross Profit	US$0
Other Expenses	-US$527.44k
Earnings	US$527.44k

Earnings per share (EPS)	0.073
Gross Margin	0.00%
Net Profit Margin	0.00%
Debt/Equity Ratio	-56.9%

Data	Last Updated (UTC time)
Company Analysis	2024/03/27 21:43
End of Day Share Price	2024/03/22 00:00
Earnings	2023/09/30
Annual Earnings	2022/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

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Recent News & Updates

The Nasdaq Stock Market to Delist Common Stock of Liberty Resources Acquisition

Caspioilgas LLP cancelled the acquisition of Liberty Resources Acquisition Corp. (NasdaqGM:LIBY) from a group of shareholders in a reverse merger transaction.

Liberty Resources Acquisition Announces Receipt of Notice of Non-Compliance with Nasdaq Continued Listing Requirements

Liberty Resources Acquisition Corp. announced delayed annual 10-K filing

Nasdaq to Delist Common Stock of Liberty Resources Acquisition

Liberty Resources Acquisition Corp.(NasdaqGM:LIBY) dropped from NASDAQ Composite Index

Recent updates

The Nasdaq Stock Market to Delist Common Stock of Liberty Resources Acquisition

Caspioilgas LLP cancelled the acquisition of Liberty Resources Acquisition Corp. (NasdaqGM:LIBY) from a group of shareholders in a reverse merger transaction.

Liberty Resources Acquisition Announces Receipt of Notice of Non-Compliance with Nasdaq Continued Listing Requirements

Liberty Resources Acquisition Corp. announced delayed annual 10-K filing

Nasdaq to Delist Common Stock of Liberty Resources Acquisition

Liberty Resources Acquisition Corp.(NasdaqGM:LIBY) dropped from NASDAQ Composite Index

Liberty Resources Acquisition Receive Non-Compliance Notice from Nasdaq

Liberty Resources Acquisition Corp. Receives Non-Compliance Letter from Nasdaq Related to Listing Rule 5450(a)(2)

Nasdaq Grants Liberty Resources Acquisition an Extension to Regain Compliance with Listing Rule 5450(b)(2)(B)

Liberty Resources Acquisition Receives Public Float Notice from Nasdaq Regarding No Longer Meets the Minimum 1,100,000 Publicly Held Shares Required for Continued Listing Pursuant to Nasdaq Listing Rule 5450(b)(1)(B)

Liberty Resources Acquisition Receives Non-Compliance Notice from Nasdaq Regarding Non-Compliance with Market Value of Listed Securities of at Least $50 Million

New minor risk - Market cap size

Liberty Resources Acquisition Discloses Receipt of NASDAQ Notice

Liberty Resources Acquisition Corp. announced delayed 10-Q filing

Liberty Resources Acquisition Corp. announced delayed 10-Q filing

Caspioilgas Llp entered into term sheet to acquire Liberty Resources Acquisition Corp. (NasdaqGM : LIBY) in a reverse merger transaction for approximately $430 million.

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