Caspian Energy Inc.

August 14, 2006 11:45 ET

Caspian Energy Inc. Announces Second Quarter 2006 Financial Results

TORONTO, ONTARIO--(CCNMatthews - Aug. 14, 2006) -


Caspian Energy Inc. (the "Company" or "CEK") (TSX:CEK)(AIM:CEK) announced today its financial results for the three and six months ending June 30, 2006. Its interim unaudited financial statements for the period and related management's discussion and analysis ("MD & A") have been filed with Canadian securities regulatory authorities and are available for viewing at

For the three and six months ending June 30, 2006, CEK's net loss was $974,273 and $1,371,582, respectively. For the three and six months ending July 31, 2005, CEK's net loss was $5,817,271 and $6,834,564, respectively. Large non-cash items equal to $305,689 (2Q 2005 - $2,492,362) relating to stock-based compensation charges and $702,564 (2Q 2005 - $(2,704,843)) pertaining to foreign exchange gains contributed to the loss in 2Q 2006. During 2Q 2006, the Company recorded a charge of $1,408,619 pertaining to future income taxes in the Republic of Kazakhstan (2Q 2005 - $203,732).

CEK's operations generated $1,316,961 in cash during the three month period and used $378,267 for the comparative quarter of 2005. Realized foreign exchange gains of $1,150,430 in the current period (prior period - nil) are included in these figures.

Oil revenues before transportation costs during 2Q 2006 were $1,358,550 and for 2Q 2005 were $575,965.

For the quarter ended June 30, 2006 operating costs were $331,185 and for the 2005 comparative period, operating costs were $413,731. Transportation expenses were $12,796 and $5,331, respectively. Administrative expenses for the same periods were $731,052 and $795,785, respectively.

Capital expenditures were $8,155,440 for 2Q 2006 and $2,978,545 for 2Q 2005. Capital expenditures are composed of advances to Aral and the Company's share of the expenditures incurred by Aral.

During 2Q 2006, Caspian closed an underwritten private placement of 19,609,000 common shares at a price of $2.55 per share for total gross proceeds of $50 million. Also, 50,000 common stock options were exercised during the period at $1.75 per share, resulting in proceeds to CEK of $87,500.

CEK today filed on SEDAR interim uanaudited financial statements and MD&A with respect to its June 30, 2006 second fiscal quarter.

The Company is an oil exploration and development corporation operating in the Republic of Kazakhstan.


Some of the statements and information contained in this news release may include certain estimates, assumptions and other forward-looking information. The actual performance, developments and/or results of the Company may differ materially from any or all of the forward-looking statements, which include current expectations, estimates and projections, in all or in part attributable to general economic conditions, and other risks, uncertainties and circumstances partly or totally outside the control of the Company, including oil prices, imprecision of reserve estimates, drilling risks, future production of gas and oil, rates of inflation, changes in future costs and expenses related to the activities involving the exploration, development, production and transportation of oil, hedging, financing availability and other risks related to financial activities, and environmental and geopolitical risks. Further information which may cause results to differ materially from those projected in the forward-looking statements is contained in the Company's filings with Canadian securities regulatory authorities. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.


The Company has been successful in establishing itself as an operating entity in the Republic of Kazakhstan and expects to generate future growth in value via the execution of its strategy which focuses on the exploration for, and production of, oil in the North Block located in the Kazakh pre-Caspian Basin.

Prior to the end of the fourth quarter 2005, exploration well EZ#301 was drilled to a total depth of 4,846 meters and logged. The well was completed before the drilling rig was moved to the EZ#302 location. The EZ#301 well was matrix acidized and the two potentially productive hydrocarbon bearing zones were flow-tested. The lower zone (KT-2) was tested at 2,532 barrels of oil per day ("bopd"). The upper zone (KT-1) had difficulty maintaining an independent flow. It was therefore commingled with oil flowing from the lower zone and the well was tied-in to the Zhagabulak production facility. Subsequently, production logs were ran and it was determined that the KT-1 was producing around 100 bopd.

The second exploration well, EZ#302, was spudded on December 25, 2005. Acidizing and testing of the well were performed following removal of the drilling rig. The well showed all indications of the presence of hydrocarbons while drilling and logging was taking place. However, subsequent stimulation efforts failed to cause the well to flow naturally. The well is currently shut in until further evaluations on the well can be made. The third well, EZ#303 is to be located about 5.2 km southwest of EZ#302. This well was spudded on May 28, 2006 and is currently drilling ahead. Total depth is expected to be reached near the end of August 2006. We are currently investigating a well drilled during the Soviet era, EZ#216, that was plugged and abandoned, as a potential candidate for re-entry. Investigation of this well as a re-entry candidate will be performed following the workover of well EZ#213. Rigs, like all other oil field equipment and personnel remain in short supply and this factor will continue to influence the execution of our strategy.

A major workover is planned for our original producing well, EZ#213, which was drilled during the Soviet period. From logging results of EZ#301 and further interpretation of the Zhagabulak 3-D seismic survey, additional potential productive zones have been identified that were not opened in this well. This work is expected to start in September 2006, but depends on rig availability.

We are in the process of making modifications to our processing plant in Zhagabulak to increase its throughput and to improve its reliability and safety. We expect that these modifications will be completed by August 2006.

Ongoing petrophysical analyses of all wells penetrating the below salt reservoirs is being completed and correlations of these wells will aid in the identification of future drilling locations in the North Block. Identification and acquisition of well data within the extended territory will also be evaluated for inclusion into this process.

The Baktygaryn 3-D seismic program was completed in early November 2005. PGS-GIS, in Almaty, was awarded the processing contract. Due to the presence of large salt bodies in the Baktygaryn Area, the 3-D data set was processed through Pre-Stack Time Migration ("PSTM") and interpretation of this data is ongoing. The acquisition of the regional 2-D seismic survey covering the west and north areas of the North Block, which ties into the Zhagabulak and Baktygaryn 3-D seismic surveys and was completed in March has also been processed and interpretation is ongoing. We expect that interpretation of the Baktygaryn 3-D survey and the regional 2-D survey will be completed by the end of August 2006.

Beginning in late February 2006, the Company began the acquisition of a regional, strategically-placed, 367 km 2-D seismic program covering a widespread area of the North Block. The knowledge gained from this 2-D acquisition program will augment the results of a third 3-D seismic acquisition area currently scheduled to begin in the second half of 2006, depending on equipment availability and other ongoing activities. Drilling locations from the 3-D data are expected to be identified in late 2006 to early 2007.

Interim Consolidated Balance Sheet (Unaudited)

June 30, December 31,
2006 2005
$ $


Current assets
Cash and cash equivalents 49,043,003 10,094,086
Accounts receivable 2,381,332 505,815
Prepaids and other deposits 1,651,177 420,879
Inventory (note 3) 3,297,807 887,617

56,373,319 11,908,397

Restricted cash (note 2) 139,627 136,884

Property, plant and equipment (note 4) 89,634,716 68,331,221

146,147,662 80,376,502


Current liabilities
Accounts payable and accrued
liabilities 3,026,491 3,216,450
Loan payable (note 10) 6,636,582 6,872,279

9,663,073 10,088,729

Asset retirement obligation (note 5) 103,164 88,900

Future income taxes 1,514,887 51,629

Convertible debentures (note 6) 16,973,360 -

28,254,484 10,229,258

Shareholders' Equity

Share capital (note 7) 121,470,892 75,220,762

Warrants to purchase common shares
(note 7) 1,439,941 667,738

Contributed surplus (note 9) 9,763,316 7,668,133

Deficit (14,780,971) (13,409,389)

117,893,178 70,147,244

146,147,662 80,376,502

See accompanying notes to consolidated financial statements.

Interim Consolidated Statement of Loss and Deficit (Unaudited)

Three months Three months Six months Six months
ended June 30, ended July 31, ended June 30, ended July 31,
2006 2005 2006 2005
$ $ $ $

Oil and gas
revenue, net 1,358,550 575,965 2,110,461 1,170,617
Interest 496,203 260,615 594,283 704,386
Other (6,663) - 565 -

1,848,090 836,580 2,705,309 1,875,003

General and
administrative 731,052 795,785 1,418,423 1,505,223
Accretion of
(note 6) 83,101 - 111,975 -
Interest 606,526 - 609,112 -
Operating 331,185 413,731 605,842 755,549
Transportation 12,796 5,331 18,355 9,249
(note 8) 305,689 2,492,362 611,378 2,916,440
Foreign exchange
(gain) loss (702,564) 2,704,843 (804,200) 3,247,194
and accretion 45,959 38,067 97,387 73,893

1,413,744 6,450,119 2,668,272 8,507,548

Income (loss)
income taxes 434,346 (5,613,539) 37,037 (6,632,545)

income taxes 1,408,619 203,732 1,408,619 202,019

Net loss
for the
period (974,273) (5,817,271) (1,371,582) (6,834,564)

- Beginning
of period (13,806,698) (6,018,748) (13,409,389) (5,001,455)
- End of
period (14,780,971) (11,836,019) (14,780,971) (11,836,019)

of Earnings

Basic loss
per share
(note 7) (0.01) (0.07) (0.01) (0.08)

Diluted loss
per share
(note 7) (0.01) (0.07) (0.01) (0.08)

See accompanying notes to consolidated financial statements.

Interim Consolidated Statement of Cash Flows (Unaudited)

Three months Three months Six months Six months
ended June 30, ended July 31, ended June 30, ended July 31,
2006 2005 2006 2005
$ $ $ $

Cash provided
by (used in)

Net loss for
the period (974,273) (5,817,271) (1,371,582) (6,834,564)
Items not
affecting cash
compensation 305,689 2,492,362 611,378 2,916,440
loss 447,866 2,704,843 826,000 3,247,194
and accretion 45,959 38,067 97,387 73,893
Accretion of
debentures 83,101 - 111,975 -
taxes 1,408,619 203,732 1,408,619 202,019

1,316,961 (378,267) 1,683,777 (395,018)
Changes in
balances (1,991,034) (298,708) (1,875,517) (253,122)

(674,073) (676,975) (191,740) (648,140)

debentures (87,289) - 18,345,190 -
Loan payable (263,268) (133,797) (235,697) (74,714)
exchange (447,866) (2,704,843) (826,000) (3,247,194)
cash (2,194) - (2,743) -
Issuance of
shares and
warrants 50,090,450 - 50,804,650 135,301
Share issue
expenses (3,123,706) (287,032) (3,782,317) (290,817)

46,166,127 (3,125,672) 64,303,083 (3,477,424)

of property,
plant and
equipment (8,155,440) (2,978,545) (21,331,979) (6,133,691)
retirement - 1,417 - 1,229
Changes in
balances (2,513,220) 666,122 (3,830,447) (882,238)

(10,668,660) (2,311,006) (25,162,426) (7,014,700)

in cash
and cash
equivalents 34,823,394 (6,113,653) 38,948,917 (11,140,264)

Cash and
- Beginning
of period 14,219,609 38,039,859 10,094,086 43,066,470

Cash and
- End of
period 49,043,003 31,926,206 49,043,003 31,926,206

paid and
Interest paid - - - -
received 496,203 169,368 580,490 613,139

See accompanying notes to consolidated financial statements.

Notes to Interim Consolidated Financial Statements (Unaudited)

June 30, 2006

1) Nature of operations

Caspian Energy Inc. ("Caspian" or the "Company") is engaged in the exploration for and development and production of oil and gas in the Republic of Kazakhstan. Its primary operating activities are carried out through its wholly-owned subsidiary, Caspian Energy Ltd. ("Caspian Ltd.").

Caspian's principal assets are a 50% interest in Aral Petroleum Capital LLP ("Aral"), held by Caspian Ltd. Through its interest in Aral, Caspian has the right to explore and develop certain oil and gas properties in Kazakhstan, known as the North Block, a 3,458 square kilometre area located in the vicinity of the Kazakh pre-Caspian basin. The Company also has minor resource interests in Canada.

Aral's exploration and development rights to the North Block were granted pursuant to the terms of an exploration contract between the government of Kazakhstan and Aral (the "Exploration Contract"). The initial three-year term of the Exploration Contract has been extended for a two-year period (expiring in December 2007) and is subject to a further extension of two years thereafter, in accordance with the terms of the contract.

Under the terms of the Exploration Contract, Aral was obligated to spend at least US$20.8 million under a minimum work program in respect of the North Block during the initial three-year term of the contract. The expenditures include processing and reinterpretation of geological and geophysical data of prior years, two dimensional and three dimensional seismic shoots and surveys, drilling exploration wells, well reactivations and well surveys and testing. As of December 31, 2005, Aral's financial obligation under the minimum work program had been discharged.

Under terms of a shareholders' agreement dated June 25, 2004, among Caspian Ltd., Azden Management Limited ("Azden") and Aral, Caspian was committed to fund Aral's US$20.8 million obligation under the initial work program. This financial commitment was satisfied, in full, by the Company. In addition, Caspian Ltd. has undertaken, on a best efforts basis, to raise financing of US$84.0 million to fund Aral's operations pursuant to the Exploration Contract.

On November 30, 2005, Caspian announced a change in its fiscal year end date from January 31 to December 31 commencing with the year starting February 1, 2005. Accordingly, the comparative figures presented in these financial statements are for the three and six months ended July 31, 2005.

2) Significant accounting policies

The consolidated financial statements of Caspian are stated in Canadian dollars and have been prepared in accordance with Canadian generally accepted accounting principles.

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash and short-term investments with an initial maturity date of three months or less.


Inventory is recorded at the lower of cost calculated using the weighted average method, and net realizable value. Cost comprises direct materials and where applicable direct labour costs and those overheads which have been incurred in bringing the inventories to their present location and condition. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Joint ventures

The Company's oil and gas exploration and development activities are conducted mainly in Kazakhstan through its 50% interest in Aral and, accordingly, these consolidated financial statements reflect only the Company's proportionate interest in such activities.

Property, plant and equipment

a) Capitalized costs

The Company follows the full cost method of accounting for oil and natural gas operations, whereby all costs related to the acquisition, exploration and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition costs, geological and geophysical costs, carrying charges on non-producing properties, costs of drilling both productive and non-productive wells, the cost of petroleum and natural gas production equipment and overhead charges directly related to exploration and development activities. Proceeds from the sale of oil and gas properties are applied against capital costs, with no gain or loss recognized, unless such a sale would change the rate of depletion and depreciation by 20% or more, in which case, a gain or loss would be recorded.

b) Depletion, depreciation and amortization

The capitalized costs are depleted and depreciated using the unit-of-production method based on proven petroleum and natural gas reserves, as determined by independent consulting engineers. Oil and natural gas liquids reserves and production are converted into equivalent units of natural gas based on relative energy content on a ratio of six thousand cubic feet of gas to one barrel of oil. Significant development projects and expenditures on exploration properties are excluded from calculation of depletion prior to assessment of the existence of proved reserves.

Other property, machinery and equipment are recorded at historical cost. Depreciation is calculated on a straight-line basis at the following annual rates:

Buildings 8%
Machinery and equipment 8%
Vehicles 7%
Other fixed assets 10%

c) Ceiling test

The Company follows the Canadian accounting guideline on full cost accounting. In applying the full cost guideline, Caspian calculates its ceiling test for each cost centre by comparing the carrying value of oil and natural gas properties and production equipment to the sum of undiscounted cash flows expected to result from Caspian's proved reserves. If the carrying value is not fully recoverable, the amount of impairment is measured by comparing the carrying value of oil and gas properties and production and equipment to the estimated net present value of future cash flows from proved plus probable reserves using a risk-free interest rate and expected future prices. Any excess carrying value above the net present value of the future cash flows is recorded as a permanent impairment.

d) Unproved property

Costs of acquiring and evaluating unproven properties are initially excluded from costs subject to depletion, until it is determined whether or not proved reserves are attributable to the properties or, in the case of major development projects, commercial production has commenced, or impairment has occurred. Impairment occurs whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When proven reserves are determined or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to the costs subject to depletion for that country's cost centre.

e) Asset retirement obligation

Caspian records the fair value of asset retirement obligations ("ARO") as a liability in the period in which it incurs a legal obligation to restore an oil and gas property, typically when a well is drilled or other equipment is put in place. The associated asset retirement costs are capitalized as part of the carrying amount of the related asset and depleted using a unit-of-production method over the life of the proved reserves. Subsequent to initial measurement of the obligations, the obligations are adjusted at the end of each reporting period to reflect the passage of time and changes in estimated future cash flows underlying the obligation. Actual costs incurred on settlement of the ARO are charged against the ARO.

Income taxes

Income taxes are calculated using the liability method of tax accounting. Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying value amount on the balance sheet are used to calculate future income tax assets and liabilities. Future income tax assets and liabilities are calculated using tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.

Stock-based compensation

The Company grants options to purchase common shares to employees and directors under its stock option plan. Under this standard, future awards are accounted for using the fair value of accounting for stock-based compensation. Under the fair value method, an estimate of the value of the option is determined at the time of grant using a Black-Scholes option-pricing model. The fair value of the option is recognized as an expense and contributed surplus over the vesting period of the option. Proceeds received on exercise of stock options, along with amounts previously included in contributed surplus, are credited to share capital.

Revenue recognition

Revenue from the sale of oil and natural gas is recognized based on volumes delivered to customers at contractual delivery points and rates. The costs associated with the delivery, including operating and maintenance costs, transportation, and production-based royalty expenses will be recognized in the same period in which the related revenue is earned and recorded.

Measurement uncertainty

The amounts recorded for depletion and depreciation of property, plant and equipment, the provision for asset retirement obligations and the amounts used for ceiling test calculations are based on estimates of reserves and future costs. The Company's reserve estimates are reviewed annually by an independent engineering firm. The amounts disclosed relating to fair values of stock options issued are based on estimates of future volatility of the Company's share price, expected lives of options, and other relevant assumptions. By their nature, these estimates are subject to measurement uncertainty.

Earnings (loss) per share

Basic per share amounts are calculated using the weighted average number of shares outstanding during the period. Diluted per share amounts are calculated based on the treasury stock method whereby the weighted average number of shares is adjusted for the dilutive effect of options. The Company applies the treasury stock method for the calculation of diluted net income (loss) per share whereby the effect of the "in the money" instruments such as stock options and warrants affect the calculation. The treasury stock method assumes that the proceeds from the exercise are used to repurchase common shares of the Company at the weighted average market price during the year.

Financial instruments

Fair values

The fair values of accounts receivable, accounts payable and accrued liabilities, and loan payable approximate their carrying values due to their short-term maturity.

Credit risk

Substantially all of the Company's accounts receivable are due from companies in the oil and gas industry and are subject to the normal industry credit risks. The carrying value of accounts receivable reflects management's assessment of the associated credit risks.

Foreign currency

All operations are considered financially and operationally integrated. Results of operations are translated to Canadian dollars, using average rates for revenues and expenses, except depreciation which is translated at the rate of exchange applicable to the related assets. Monetary items denominated in foreign currency are translated to Canadian dollars at exchange rates in effect at the balance sheet date and non-monetary items are translated at rates of exchange in effect when the assets were acquired or obligations incurred. Foreign exchange gains and losses are recorded in the statement of loss.

Restricted cash

Under the terms of the Exploration Contract, Aral has accrued 1% of the capital costs of exploration (the "Liquidation Fund") in an amount of US $249,309 and US $235,600 as of June 30, 2006 and December 31, 2005, respectively (Cdn. $139,627 and Cdn. $136,884, respectively) and deposited the cash in a restricted bank account. It is anticipated that the Liquidation Fund will be used to finance the restoration of the License Area upon expiration of the Exploration Contract, unless a production contract is awarded.

3) Inventory

June 30, December 31,
2006 2005
$ $

Drilling materials 2,905,688 752,163
Oil inventory 64,205 39,651
Fuel 106,873 5,081
Construction materials 3,205 2,126
Spare parts 1,745 1,165
Other materials 216,091 87,431

3,297,807 887,617

4) Property, plant and equipment

June 30, December 31,
2006 2005
$ $

Petroleum and natural gas assets 87,799,288 67,414,481
Other assets 2,215,765 1,186,085

90,015,053 68,600,566
Accumulated depletion and depreciation (380,337) (269,345)

89,634,716 68,331,221

Excluded from the depletable base of oil and gas assets at June 30, 2006 are unproved properties of $57,796,916 (December 31, 2005 - $35,869,797).

The Company applied the ceiling test to its capitalized assets at June 30, 2006 and determined that there was no impairment of such carrying costs.

During the six month period ended June 30, 2006, the Company capitalized $123,626 (July 31, 2005 - $nil) of general and administrative expenses related directly to exploration and development activities.

5) Asset retirement obligation

The Company records the fair value of asset retirement obligations as a liability in the period in which it incurs the legal obligation.

The asset retirement obligation results from net ownership interests in petroleum and natural gas assets including well sites, gathering systems and processing facilities. The Company estimates the total undiscounted amount of cash flows required to settle its asset retirement obligations at June 30 ,2006 is approximately $123,933, which will be incurred between 2014 and 2019. A credit-adjusted risk-free rate of 12.2% was used to calculate the fair value of the asset retirement obligations, and an inflation factor of 7.6%.

A reconciliation of the asset retirement obligation is provided below:

June 30,

Balance - December 31, 2005 88,900
Liabilities incurred 9,638
Accretion 4,626

Balance - June 30, 2006 103,164

Under the terms of the Exploration Contract (note 1), the Company is required to create a fund to finance actual future restoration costs, equal to 1% of the capital costs of exploration. At June 30, 2006 and December 31, 2005, $139,627 and $136,884 respectively have been placed in a restricted bank account related to the funding requirement.

6) Convertible debentures

On March 1, 2006, the Company received US $16 million and issued 10% per annum, convertible debentures in a like amount. The debentures mature on March 2, 2011 and are convertible at any time and from time to time into common shares of the Company at a conversion price of $2.45 per share. The Company may repay the principal amount of the debentures, in whole or in part, or require conversion into common shares of the Company if the volume-weighted average trading price of the common shares, for 40 consecutive trading days, is at least $4.08.

Face amount Discount Interest value
$ $ $ $

Debentures issued 18,432,479 (1,483,805) - 16,948,674
Accretion of discount - 111,975 - 111,975
Translation adjustment (690,112) - - (690,112)
Interest accrual - - 602,823 602,823

Balance - June 30, 2006 17,742,367 (1,371,830) 602,823 16,973,360

7) Share capital


Unlimited number of voting common shares, without stated par value


Number of Amount
shares $

Common shares
Issued and outstanding as at December 31, 2005 84,327,163 75,220,762
Exercise of warrants (i) 357,100 888,505
Private placement (ii) 19,609,000 49,056,442
Exercise of options (iii) 50,000 87,500
Share issue costs (iv) - (3,782,317)

Issued and outstanding as at June 30, 2006 104,343,263 121,470,892

i) During the period, 357,100 broker warrants were exercised. The warrants had an exercise price of $2.00 per common share.

ii) On April 5, 2006, a private placement of 19,609,000 common shares were issued at $2.55 per share.

iii) On April 10, 2006, 50,000 common shares at $1.75 per were issued pursuant to the Company's stock option plan.

iv) Share issue costs have not been tax-effected.

Stock options

The Company has a stock option plan (the "Plan") under which it may grant options to directors, officers and employees for the purchase of up to 15% of the number of common shares from time to time. Options are granted at the discretion of the board of directors. The exercise price, vesting period and expiration period are also fixed at the time of grant at the discretion of the Board of Directors in accordance with terms of the Plan.

Changes to the Company's stock options are summarized as follows:

Number of option price
options $

Balance - December 31, 2005 9,166,499 1.72
Granted - -
Exercised (50,000) 1.75
Expired - -

Balance - June 30, 2006 9,116,499 1.72

Exercisable - June 30, 2006 7,654,294 1.72

The following is a summary of stock options outstanding and exercisable as at June 30, 2006:

Options outstanding Options exercisable
-------------------------- ---------------------------

Range of remaining Weighted
exercise Options contractual average Options
price outstanding life in years exercise price exercisable

$0.75 2,079,090 3.7 $0.75 1,683,181
$1.61 843,271 4.2 $1.61 843,271
$1.75 1,100,000 4.2 $1.75 983,333
$2.00 1,050,000 3.9 $2.00 525,000
$2.15 4,044,138 3.7 $2.15 3,619,509
----------- -------------- -----------

9,116,499 $1.72 7,654,294
----------- -------------- -----------
----------- -------------- -----------

Per share amounts

The weighted average number of common shares outstanding during the period ended June 30, 2006 of 103,907,429 (July 31, 2005 - 84,327,163 shares) was used to calculate loss per share amounts.

In computing diluted loss per share, no shares were added to the weighted average number of common shares outstanding during the period ended June 30, 2006 (July 31, 2005 - nil) as they are anti-dilutive. The fully-diluted number as at June 30, 2006 was 127,553,295 shares (July 31, 2005 - 94,861,662).


1,599,170 broker warrants are outstanding at June 30, 2006 and all have vested. 1,010,900 warrants entitle the holder to purchase one common share at a price of $2.00 until September 20, 2006. 588,270 warrants entitle the holder to purchase one common share at a price of $2.77 until April 5, 2008. 357,100 broker warrants were exercised during the period. The fair value of the outstanding warrants using the Black-Scholes method was $1,439,941.

8) Stock-based compensation

Options granted to both employees and non-employees are accounted for using the fair value method. The fair value of common share options amortized in the period ended June 30, 2006 was estimated to be $611,378 (period ended July 31, 2005 - $2,492,362) as at the grant date using a Black-Scholes option-pricing model and the following assumptions:

Risk free interest rate 3%
Expected life 5 year average
Expected volatility 72%
Expected dividend yield 0%

The estimated fair value of the options is amortized to expense and credited to contributed surplus over the option vesting period on a straight-line basis.

9) Contributed surplus

June 30, December 31,
2006 2005
$ $

Balance - Beginning of period 7,668,133 3,629,436
Stock options issued to employees, officers
and directors 611,378 4,038,697
Fair value of debentures conversion option 1,483,805 -

Balance - End of period 9,763,316 7,668,133

The term and vesting conditions of each option may be fixed by the board when the option is granted, but the term cannot exceed 5 years from the date upon which the option is granted.

The options granted to directors, officers and employees may be exercised over five years from the date of granting and expire from time to time to June 2010.

The debentures are convertible into common shares of the Company at a price of $2.45 per share and mature on March 31, 2011.

10) Loan payable

Aral is indebted to Azden, which holds the other 50% interest in Aral, in the amount of $6,636,582 (December 31, 2005 - $6,872,279). The amount is unsecured and is non-interest bearing and was to be repaid prior to January 1, 2006. Caspian is obligated to fund Aral's operations. During November 2005, Aral agreed to defer the repayment obligation of this loan to third quarter 2006.

11) Commitments

In accordance with the shareholders' agreement in respect of Aral, Caspian was obligated to fund the initial work program of Aral pursuant to the Exploration Contract. The minimum work program was US $20.8 million and matured at the end of calendar 2005. As at December 31, 2005, this obligation was fully discharged. The work program extension to December 2007 includes drilling three wells to a combined total of 8,500 metres with a monetary obligation of US $20.6 million. No additional seismic is required. The Company's calendar 2006 minimum work program with the Republic of Kazakhstan has been approved for US $12.2 million and was discharged during this fiscal period. US $8.4 million is the minimum commitment for calendar 2007.

12) Financial instruments

Caspian's financial instruments included in the consolidated balance sheet are comprised of cash and cash equivalents, accounts receivable, other deposits, accounts payable and loan payable. The fair values of these financial instruments approximate their carrying amounts due to the short-term nature of the instruments. A substantial portion of Caspian's accounts receivable are with customers in the oil and gas industry and are subject to normal industry credit risks.

13) Foreign exchange risk

A substantial portion of Caspian's activities are settled in foreign currencies and consequently, the Company is subject to fluctuations in currency translation rates.

14) Segmented information

The Company's activities are conducted in two geographic segments: Canada and Kazakhstan.

All activities relate to exploration for and development of petroleum and natural gas.

Canada Kazakhstan Total
$ $ $

Revenue 618,833 2,086,476 2,705,309
Expenses 4,244,896 (1,576,624) 2,668,272
Net income (loss) (717,098) 2,254,481 (1,371,582)
Capital expenditures - 21,331,979 21,331,979
Depletion, depreciation
and accretion 2,500 94,887 97,387
Interest and other revenue 594,283 565 594,848
Current assets 48,341,672 8,031,647 56,373,319
Restricted cash - 139,627 139,627
Property, plant and
equipment, net 103,341 89,911,712 90,015,053
Total assets 48,445,013 97,701,649 146,147,662
Current liabilities 466,366 9,196,707 9,663,073
Total liabilities 17,439,726 10,814,758 28,254,484

15) Reconciliation of International Financial Reporting Standards

Accounting practices under Canadian GAAP and International Financial Reporting Standards ("IFRS") are, as they affect these financial statements, substantially the same except for the following:

Property and equipment

Under Canadian GAAP, an impairment loss should be recognized when the carrying amount of a cost centre is not recoverable and exceeds its fair value. The carrying amount is not recoverable if the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. Unproved properties and major development projects are included in this recoverability test. A cost centre impairment loss should be measured as the amount by which the carrying amount of assets capitalized in a cost centre exceeds the sum of:

- the fair value of proved and probable reserves; and

- the costs (less any impairment) of unproved properties that have been subject to a separate test for impairment and contain no probable reserves

IFRS requires (i) an impairment to be recognized when the recoverable amount of an asset (cash generating unit) is less than the carrying amount, rather than when there is a significant or prolonged decline in value below the carrying amount; (ii) the impairment loss to be determined as the excess of the carrying amount above the recoverable amount (the higher of fair value less costs to sell and value in use, calculated as the present value of future cash flows from the asset), rather than the excess of the carrying amount above the undiscounted future cash flows of the asset; and (iii) the reversal of an impairment loss when the recoverable amount changes. IFRS 6, which has been adopted effective January 1, 2005, provides limited guidance on the financial reporting for exploration for, and evaluation of, mining resources. Upon adoption of IFRS 6, continued application of an entity's existing policy is permitted with modified procedures on impairment tests.

In the absence of specific guidance on the applicability of full cost accounting under IFRS, the Company continues to apply the full cost method for IFRS purposes. A ceiling test based on cash generating units did not reveal the need for an impairment charge.

This difference in accounting policy had no impact on these financial statements.

Impairment of long-lived assets

Under Canadian GAAP, a long-lived asset should be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. An impairment loss should be recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. Under IFRS, the carrying amounts of the Company's assets, other than oil and gas properties, inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amounts are estimated. An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Impairment losses, if any, are recognized in the income statement. This difference in accounting policy has no impact on these financial statements.

Under Canadian GAAP, the carrying amount of a long-lived asset is not recoverable if the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. This assessment is based on the carrying amount of the asset at the date it is tested for recoverability, whether it is in use or under development. Under IFRS, the recoverable amount of the Company's assets other than oil and gas properties is the greater of their net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflect current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. This difference in accounting policy has no impact on these financial statements.

In respect of impairment of assets other than oil and gas properties, under Canadian GAAP, an impairment loss is not reversed if the fair value subsequently increases. For IFRS, an impairment loss may be reversed if there has been a change in the estimates used to determine the recoverable value.

An impairment loss, on assets other than oil and gas properties, is only reversed to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. This difference in accounting policy has no impact on these financial statements.

Asset retirement obligation

In re-measuring an asset retirement obligation for the passage of time, Canadian GAAP requires re-measurement based on the risk-free rate that existed when the liability was initially measured. IFRS requires the use of current market assessed interest rates in each estimate. This difference did not result in a material reconciling item.


Under Canadian GAAP, the Company measures its supplies inventory at the lower of historical cost or net replacement cost. Under IFRS, the lower of cost or net realizable value principle would apply. This difference did not result in a material reconciling item.

Contact Information

  • Caspian Energy Inc.
    William Ramsay
    President and Chief Executive Officer
    c/o Bell Pottinger Corporate & Financial
    00 44 20 7861 3232
    Bell Pottinger Corporate and Financial
    Elizabeth Fievet
    00 44 20 7861 3232