Carpentaria launches $7.5m IPO

Carpentaria Exploration Ltd, a spin-off of West Perth-based Giralia Resources NL has lodged its initial public offer with the Australian Securities and Investments Commission, aiming to raise $7.5 million.

The West Perth-based Carpentaria has inherited the Queensland and New South Wales copper-gold-uranium and nickel assets of its parent company, which it aims to explore and develop with funds raised through the float.

Carpentaria will issue 30 million shares at 25 cents each to raise the money, while Giralia will retain around a 10 per cent interest in the company following listing.

Carpentaria will also offer a pool of up to 15 million shares in a priority offer to Giralia shareholders with at least 10,000 shares in the company, an offer eligible Giralia directors have already indicated they plan to pick up.

Giralia will hold 34 million shares in Carpentaria upon quotation on ASX. At a shareholder meeting to be held on or about November 2007, Giralia will seek shareholder approval to distribute approximately 27.2 million of the 34 million Carpentaria shares to its shareholders on a pro-rata basis.

The minimum subscription to be raised is $3.5 million and no oversubscriptions will be accepted.

Carpentaria is chaired by former Inco Ltd Vice President-Exploration Nick Sheard in an executive capacity. He is joined on the board by Stan Macdonald and Bob Hair as non-executive directors, and Bruce Acutt and Chris Powell as joint company secretary.

The Queensland offices of PKF will serve as auditor to the company, while Perth's Mack & Co will act as Investigating Accountant and Pullinger Readhead Lucas as solicitor to the offer.

The offer will open on September 17, with the priority offer to close on October 15, and the public offer closing on October 29.

The full text of a Giralia announcement is pasted below

The Directors of Giralia Resources NL ("Giralia") are pleased to advise that the Prospectus for the initial public offer ("IPO") of Carpentaria Exploration Limited was lodged on 7 September 2007 with ASIC. Carpentaria Exploration Limited is seeking to raise up to $7.5 million before costs through the issue of 30 million shares at 25 cents each.

Applications under the prospectus will open on 17 September 2007. The offer is not underwritten.

Carpentaria's initial focus will be on the discovery of copper, gold, uranium, and nickel in Eastern Australia, particularly Queensland and New South Wales, where it currently holds seven projects prospective for these metals.

A highly experienced and successful Board and executive team has been recruited for Carpentaria headed by Nick Sheard, formerly Vice President-Exploration for Inco Ltd and previously Global Exploration manager for MIM Ltd, and including Bob Hair, ex General Manager-Commercial for MIM Exploration, and current Giralia Board member, Stan Macdonald. Doug Brewster, a career geologist with 20 years Australian and international mineral exploration experience, considered an Eastern Australian exploration specialist, has joined Carpentaria as Exploration Manager.

Giralia will retain an approximately 10% interest in Carpentaria Exploration Limited following listing (assuming full subscription under the IPO) and the completion (subject to shareholder approval) of a planned subsequent in-specie distribution.

Priority Application Rights

Giralia shareholders holding at least 10,000 Giralia shares and registered at 5 pm WST on the Priority Application Date of 6 September 2007 will have a priority allocation to subscribe for a pool of up to 15 million Shares (50%) of the Offer set aside as a Priority Offer for Giralia Shareholders.

Entitlements under the Priority Offer will be determined by allocating each qualifying Giralia Shareholder a minimum entitlement of 8,000 Carpentaria Exploration Limited Shares ($2,000), plus a further entitlement derived from the balance of the 15 million Carpentaria Exploration Limited Shares on a pro-rata basis to the number of shares held in Giralia.

Giralia shareholders not eligible for the Priority Offer can apply through the Public Offer of 15 million fully paid ordinary Shares in Carpentaria Exploration Limited. Giralia shareholders applying in this manner will be treated in the same way as other applicants under the Public Offer.

Distribution in-specie

Giralia will hold 34 million Shares in Carpentaria Exploration Limited upon quotation on ASX. At a shareholder meeting to be held on or about November 2007, Giralia will seek shareholder approval to distribute approximately 27.2 million of the 34 million Carpentaria Exploration Limited Shares to its shareholders on a pro-rata basis. The record date for the in-specie distribution will be 5 business days after shareholder approval is obtained.

Giralia intends to undertake the distribution in-specie of the approximately 27.2 million Shares to its shareholders within 2 months after the Carpentaria Exploration Limited Shares commence quotation on the ASX.

Pro-rata option issue

Approximately 3 months after the completion of the in-specie distribution of the Shares in Carpentaria Exploration Limited to Giralia shareholders, Carpentaria Exploration Limited intends to conduct a pro-rata issue of options to its Shareholders on the basis of one option for every two Shares held at the relevant date. The options will be issued at a price of 1 cent each, exercisable at $0.30 each on or before 30 June 2010. The options will otherwise be on terms and conditions standard for options in a listed company.

Anticipated timetable

The anticipated timetable for the listing of Carpentaria Exploration Limited is as follows:

These dates are indicative only and may be subject to change.

A copy of the prospectus will be sent to all Giralia shareholders, and the prospectus is also available on Carpentaria Exploration Limited's website at www.carpentariaex.com.au.