CALGARY, ALBERTA--(Marketwired - Feb. 19, 2014) - Caspian Energy Inc. ("Caspian") (TSX VENTURE:CEK.H) is pleased to announce the results of its special meeting of shareholders (the "Special Meeting") held today.
A total of 93,433,681 common shares of Caspian (the "Common Shares") of the 229,767,771 Common Shares outstanding were voted in favour of the special resolution (the "Consolidation Resolution") to consolidate the issued and outstanding Common Shares on the basis of one new common share of Caspian (a "Post-Consolidation Share") for every ten pre-Consolidation Common Shares (the "Consolidation") and a total of 780,036 Common Shares were voted against the Consolidation Resolution. Approximately 99.2% of the votes were cast in favour of the Consolidation Resolution.
Shareholders also voted approximately 99.4% in favour of the resolution (the "Conversion Resolution") to amend its amended and restated secured convertible debentures each dated July 8, 2011 (the "Debentures"). A total of 62,615,142 of the 62,965,492 eligible Common Shares were voted in favour of the Conversion Resolution and a total of 350,350 of the eligible Common Shares were voted against the Consolidation Resolution. 28,676,843 votes were excluded from voting on the Conversion Resolution pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI-61-101").
The Conversion Resolution approves a debenture amending agreement dated January 15, 2014 that, among other things, amends the Conversion Price (as defined in the Debentures) to the price such that, if all outstanding Debentures are converted (the "Conversion"), the Common Shares issued upon the Conversion would represent approximately eighty-two and one half percent (82.5%) of the issued and outstanding Common Shares. Caspian shareholders holding Common Shares immediately prior to the Conversion (which includes the holders of Debentures ("Holders") and certain of their affiliates) will hold the remaining approximately 17.5% of the Common Shares. Following the Conversion no debt owed to the Holders will remain outstanding.
Caspian plans to proceed with the Consolidation and the Conversion subject to and following approval thereof by the NEX board of the TSX Venture Exchange. It is expected that the Consolidation and the Conversion will occur tomorrow, February 20, 2014. An aggregate of 108,319,091 Post-Consolidation Shares will be issued to the Holders.
On the date of the Conversion, Maurizio Barnaba and William Ramsay are expected to resign from Caspian's board of directors (the "Board") and it is expected that the Board will appoint Baltabek Kuandykov, Nodir Normatov, Paul Marchand and Ivan S. Andreev as replacement directors. A voting agreement is expected to be entered into pursuant to which the Holders will agree (i) to vote their Common Shares at the annual meeting of Caspian shareholders to be held in 2014 in favour of, at the election of the Holders, one of Brian Korney, Michael Nobbs or Gordon Harris and to not take any action to remove such individual from the Board prior to the first anniversary of the date of the Conversion; and (ii) for as long as Firebird Global Master Fund, Ltd. and Firebird Avrora Fund, Ltd. (together with any other investment fund under common management) collectively hold 10% or more of the outstanding Common Shares, to vote their Common Shares at any meeting of Caspian shareholders held for the purpose of electing directors in favour of one representative identified by Firebird Global or Firebird Avrora (or any other investment fund under common management).
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". 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 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, including the failure of the Corporation to obtain NEX approval for the Consolidation or Conversion. 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. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.