UPDATE 1-Luiri says largest shareholder approached by Carlton

Tue Dec 21, 2010 8:09am EST

* Lachlan Star gets offer for 67 pct shares

* Luiri denies recieving takeover offer

Dec 21 (Reuters) - Luiri Gold Ltd LGL.V said at least one major shareholder of the company was approached by Carlton Resources Plc for a possible takeover of the Canadian explorer.

Carlton is looking to enter into lock-up agreements with Luiri's biggest shareholder, Lachlan Star, for 66.67 percent of Luiris shares for $0.20 Australian ($0.199) each, an 18 percent premium to the stock's Tuesday close.

Luiri said it has not recieved a takeover proposal from Carlton and its board is not positioned to make a formal recommendation to shareholders.

Shares of the Toronto-based company, which have fallen 70 percent since touching a year-high in January, closed at 12.5 Australian cents on Thursday on the Australian Stock Exchange. ($1=1.006 Australian Dollar) (Reporting by Amruta Sabnis in Bangalore; Editing by Joyjeet Das)