CST: 29/07/2016 07:11:54   

Caspian Energy Announces Share Transfer Between Principal Shareholders

132 Days ago

CALGARY, ALBERTA--(Marketwired - Mar 18, 2016) - Caspian Energy Inc. (NEX:CKZ.H) ("Caspian" or the "Company") is pleased to announce the completion of transactions contemplated under a share purchase agreement (the "Share Purchase Agreement") executed today between its two principal institutional shareholders, The Sixth Energy Limited ("Sixth Energy") and Meridian Capital International Fund ("Meridian"). Pursuant to the Share Purchase Agreement, Sixth Energy increased its equity ownership interest in Caspian to approximately 59.9% (non-diluted) by acquiring 122,879,055 Caspian common shares (the "Shares"), being all of the shares held by Meridian and its affiliate YF Finance Limited (the "Transaction"). The cash purchase price for the Shares was US$320,000.

In addition to the acquisition of Shares pursuant to the Transaction, Sixth Energy has also assumed US$196,767.12 in debt owed by Caspian's indirect operating subsidiary, Aral Petroleum Capital LLP, to Meridian Capital CIS Fund ("Meridian CIS"), an affiliate of Meridian, under the May 21, 2014 credit facility agreement, in exchange for a cash payment in the same amount.

As contemplated by the Share Purchase Agreement, the parties have effected certain ancillary transactions, including:

  • the novation of all rights and obligations of Meridian CIS to the Seller under or relating to the secured loan facility between Aral, Sixth Energy and Meridian CIS, dated May 20, 2015;
  • the termination of the shareholders agreement dated May 20, 2015, between the Company, Sixth Energy and Meridian; and

In addition, the directors nominated by Meridian have resigned from their positions on the board of directors of the Company effective as of the closing of the Transaction.

"On behalf of the board of directors of Caspian, I wish to thank Meridian and its director nominees for their contributions to the Company," said Michael Nobbs, Chairman of the board of directors of the Company. "As a result of the Transaction, Sixth Energy, which has provided the Company with significant debt and equity contributions through the course of its development, has become a majority shareholder of the Company. Notwithstanding, a large minority (40.1%) of the Company's shares remain in the hands of minority shareholders. Furthermore, Caspian will be governed by majority independent board, with three of four directors being considered independent. We look forward to continuing the Company's development with Sixth Energy."

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which we refer to herein, collectively, as "forward-looking information". Generally, forward-looking information can be identified by the use of forward- looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved" and include statements relating to the future prospects of the Company and the availability of funds pursuant to the Loan Facility. Caspian's actual performance, developments and/or results may differ materially from any or all of the forward- looking statements. Further information which may cause results to differ materially from those projected in the forward-looking statements is contained in Caspian's filings with Canadian securities regulatory authorities. All material assumptions used in making forward-looking information including statements relating to receipt of regulatory approvals are based on management's knowledge of current business conditions and expectations of future business conditions and trends. Although Caspian believes the assumptions used to make such statements are reasonable at this time and has attempted to identify in its continuous disclosure documents important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Caspian does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither the NEX nor its Regulation Services Provider (as that term is defined in the policies of the NEX) accepts responsibility for the adequacy or accuracy of this release.

Caspian Energy Inc.
Michael Nobbs
Chairman of the Board of Directors
310-923-5032