Caspian Energy Inc.

Caspian Energy Inc.

November 12, 2014 08:09 ET

Caspian Energy Announces Amendment of Previously Announced Agreement to Acquire the Remainder of Aral Petroleum

CALGARY, ALBERTA--(Marketwired - Nov. 12, 2014) - Caspian Energy Inc. (NEX:CKZ.H) (the "Company") is pleased to announce that it has amended the previously announced share purchase agreement dated August 1, 2014 (the "Share Purchase Agreement") between the Company, its wholly-owned subsidiary Caspian Energy Limited, Asia Sixth Energy Resources Limited ("Asia Sixth"), Groenzee B.V., a wholly-owned subsidiary of Asia Sixth, and four other parties, pursuant to which the Company has agreed to acquire all of the remaining interests in Aral Petroleum Capital LLP ("Aral"), the operating entity of the East Zhagabulak oil field in Kazakhstan, not already owned by the Company. A supplemental letter (the "Supplemental Letter") to the Share Purchase Agreement was executed by the parties thereto today.

The Share Purchase Agreement originally contained a condition precedent in favour of the Company that Sixth Energy Limited (a parent company of Asia Sixth) and Meridian Capital International Fund (an existing majority shareholder of the Company) would, on closing of the transactions contemplated by the Share Purchase Agreement, provide a secured loan facility (the "Loan Facility") of up to US$21.5 million to Aral. Among other things, the Supplemental Letter provides for an increase in the aggregate amount of the Loan Facility to US$61.5 million as a condition precedent in favour of the Company. The Loan Facility will be secured by, inter alia, share pledges over the entirety of the Company's direct and indirect interests in Aral in favour of the lenders on a pro-rata basis. Funding of the Loan Facility is subject to a number of conditions.

A copy of the Supplemental Letter will be filed on Caspian's SEDAR profile at

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 completion of the transactions contemplated by the Share Purchase Agreement. 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 and the satisfaction of all other conditions to the Share Purchase Agreement 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. The timing and completion of the transactions contemplated by the Share Purchase Agreement are subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the transaction will occur, or that it will occur on the timetable or on the terms and conditions contemplated. 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Caspian Energy Inc.
    Michael Nobbs
    Chairman of the Board of Directors

    Caspian Energy Inc.
    Brian Korney
    Acting Chief Executive Officer and Chief Financial Officer