ASX ANNOUNCEMENT: LBY

1st April 2015

Registered Office:

255 Hay St, Subiaco, 6008, WA

+61407737973 MD

+61411558940 Company Sec

Liberty Enters Conditional Agreements to Sell Remaining Mineral Tenements

Liberty Resources Limited ("Liberty" or the "Company") announces that it has entered into 2 separate conditional sales agreements to sell the Company's wholly owned subsidiaries Urea Corp of Australia Pty Ltd ("Urea Corp"), Boab Energy Pty Ltd ("Boab") and Rhodes Resources Pty Ltd ("Rhodes").
Both agreements are conditional on the settlement of the proposed acquisition of all the issued shares in Cirrus Networks Pty Ltd ("Cirrus"), as announced on 27 January 2015; and are both also subject to shareholder approval at the forthcoming Meeting of Shareholders to approve the Cirrus acquisition.
If the Cirrus acquisition is approved by Shareholders, the Company will be transitioning out of mining and into the provision of information technology services and products. As a result, the Company's mining assets are no longer part of the Company's business plan. If the Cirrus acquisition does not occur, the Company will retain these tenements.

Urea Corp and Boab - Queensland Tenements

Liberty has entered into a conditional agreement with private company Ngai Shing Trading Ltd ("NST") pursuant to which Liberty will sell to NTS all the issued shares in Urea Corp and Boab. Between them, Urea Corp and Boab hold the following tenements:

EPC 1949 is held as to 40% in joint venture with former subsidiary Walloon Energy Pty Ltd, now owned by third parties.
The terms of this sale are as follows:
(a) One thousand dollars ($1000) up front;
(b) Ten thousand dollars ($10,000) by way of reimbursement to Liberty of the relevant tenement bonds;
(c) In the event that NTS raises new capital to develop or advance a tenement, then
the Company shall be paid one hundred thousand dollars ($100,000) of that capital;

Registered Office:

255 Hay St, Subiaco, 6008, WA

+61407737973 MD

+61411558940 Company Sec

(d) In the event that NTS on sells a tenement and/or the entity being purchased itself, then the purchaser must also pay to Liberty part of the relevant proceeds as a first priority up to $100,000; and
(e) In the event that that the purchaser lists an entity which holds any of the applicable
tenements, then each Liberty shareholder on the share register on 9 January 2015 will be offered no less than 40% of the listed entity on a pro-rata basis to the shares held in the Company, at the relevant prospectus price.

Rhodes - Western Australian Ajana Graphite Application

In addition to the above, Liberty has entered into a conditional agreement with a private company associated with Managing Director Andrew Haythorpe, Ouro Pty Ltd ("Ouro"), pursuant to which Liberty will sell to Ouro all the issued shares in Rhodes.
Rhodes is the applicant for Western Australian Ajana Graphite Application E66/89, details of which are as follows:
.

Terms of the Agreements

The terms of this sale are as follows:
(a) One thousand dollars ($1000) up front;
(b) In the event that the tenement is sold by Rhodes, then the sum that is the lesser of
10% of the relevant sale proceeds or $500,000 shall be payable to Liberty (Cirrus
Networks) by Rhodes, which sum shall be paid within 14 days of receipt;
(c) In the event that that Rhodes lists (initial public offering or "backdoor" listing) on the ASX with the Rhodes Asset, then each Liberty shareholder on the share register on the date of Settlement of the Cirrus acquisition will be offered a first right to invest in Rhodes on a pro-rata basis to the Liberty shares held, at the relevant prospectus price; and.
(d) Clauses (b) and (c) terminate within 24 months of Settlement and all future
obligations between the parties cease at that time.
Notwithstanding references above to "listing an entity", as advised to the Company, neither purchaser has any present intention or plans in that regard.
Further information about these transactions and the tenements will be contained in the Notice of Meeting that will be dispatched to Shareholders in due course as a consequence of the approvals required for the Cirrus acquisition.
By order of the Board
Andrew Haythorpe
Managing Director