Welcome!

News Feed Item

Caspian Energy Inc. Reaches Agreement with Debentureholders and Announces Shareholder Meeting

CALGARY, Jan. 10, 2014 /CNW/ - Caspian Energy Inc. (the "Corporation" or "Caspian") (NEX: CEK.H) is pleased to announce that it has reached agreement with the holders ("Holders") of its amended and restated secured convertible debentures each dated July 8, 2011 (the "Debentures") to amend the Debentures. The Conversion Price (as defined in the Debentures) will be amended to the price such that, if all outstanding Debentures are converted (the "Conversion"), the common shares (the "Common Shares") of the Corporation 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 will hold the remaining approximately 17.5% of the Common Shares. Following the Conversion all debt owed to the Holders will have been paid. The deemed price of the Common Shares to be issued on the Conversion will be calculated at a discount from the closing price of the Common Shares on the NEX of $0.02 on January 9, 2014.

In addition, there will be a consolidation ("Consolidation") of the Common Shares on the basis of up to ten pre-Consolidation Common Shares for each post-Consolidation Common Share. The precise Consolidation ratio will be determined at the time of the shareholder meeting to be called to approve the Conversion and Consolidation.

The Conversion contemplated is subject to satisfaction to a number of conditions prior to February 20, 2014 including:

    (A) the approval by holders of a majority of the disinterested holders of the Common Shares voted in person or by proxy at the Meeting (as defined below) in respect of the completion of the Conversion (the "Conversion Approval");
     
    (B) the approval by holders of two thirds of the Common Shares voting in person or by proxy at the Meeting, and the filing, of articles of amendment of the Corporation to give effect to, a consolidation of the Common Shares on the basis of up to ten for one (such basis to be determined by the Corporation at the time of the Meeting) (the "Consolidation Approval");
     
    (C) the approval by the NEX board of the TSX Venture Exchange ("NEX") of the issuance of the Common Shares pursuant to the Conversion and related matters; and
     
    (D) signed resignations and releases from at least two of the current directors of Caspian at the time of the Conversion. There is currently one vacancy on the Caspian board. The three vacancies will be filled by appointees of the Holders after implementation of the Conversion.
     

Caspian and the Holders have also agreed to amend the terms of Caspian's previously announced extension agreement dated November 26, 2013 (the "Extension Agreement") with the Holders. Pursuant to the Extension Agreement, the Corporation was granted a remedial period providing it with further time to pay all amounts owing under the Debentures. Caspian and the Holders have agreed to execute a further extension agreement (the "Amended Extension Agreement") pursuant to which the Holders will agree to extend the remedial period to the earlier of (i) February 20, 2014 or (ii) the earlier of the following dates if they occur:

      (A) January 15, 2014, if Caspian fails to execute and deliver a formal amendment to the terms of the Debentures to provide for the Conversion;
       
      (B) January 15, 2014, if Caspian fails to deliver to the Holders lock-up agreements executed by each of the Corporation's directors confirming that he/she shall vote his/her common shares in favour of the Conversion Approval and the Consolidation Approval at any shareholders' meeting convened to consider such matters (the "Lock-up Agreements"); and
       
      (C) January 29, 2014, if Caspian fails to mail to the shareholders of the Corporation an information circular recommending the Conversion Approval and the Consolidation Approval and providing for a shareholders' meeting to consider and approve such matters (the "Meeting").
       

A special meeting of shareholders of the Corporation has been called for February 19, 2014 to consider the Conversion Approval and Consolidation Approval The shareholder vote on the Conversion will be conducted excluding votes of interested shareholders. The Conversion and Consolidation are also subject to the approval of NEX.

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 and shareholder approval, and the ability of the Corporation to meet any of the criteria set forth in the Amended Extension Agreement or amendments to the Debentures. 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.

SOURCE Caspian Energy Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Pulzze Systems was happy to participate in such a premier event and thankful to be receiving the winning investment and global network support from G-Startup Worldwide. It is an exciting time for Pulzze to showcase the effectiveness of innovative technologies and enable them to make the world smarter and better. The reputable contest is held to identify promising startups around the globe that are assured to change the world through their innovative products and disruptive technologies. There w...
SYS-CON Events announced today that Pulzze Systems will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Pulzze Systems, Inc. provides infrastructure products for the Internet of Things to enable any connected device and system to carry out matched operations without programming. For more information, visit http://www.pulzzesystems.com.
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
SYS-CON Events announced today that Hitrons Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Hitrons Solutions Inc. is distributor in the North American market for unique products and services of small and medium-size businesses, including cloud services and solutions, SEO marketing platforms, and mobile applications.
SYS-CON Events announced today that Adobe has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. Adobe is changing the world though digital experiences. Adobe helps customers develop and deliver high-impact experiences that differentiate brands, build loyalty, and drive revenue across every screen, including smartphones, computers, tablets and TVs. Adobe content solutions are used daily by millions of co...
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing. In his session at 19th Cloud Expo, Raghav...
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
Data is an unusual currency; it is not restricted by the same transactional limitations as money or people. In fact, the more that you leverage your data across multiple business use cases, the more valuable it becomes to the organization. And the same can be said about the organization’s analytics. In his session at 19th Cloud Expo, Bill Schmarzo, CTO for the Big Data Practice at EMC, will introduce a methodology for capturing, enriching and sharing data (and analytics) across the organizati...
Enterprises have forever faced challenges surrounding the sharing of their intellectual property. Emerging cloud adoption has made it more compelling for enterprises to digitize their content, making them available over a wide variety of devices across the Internet. In his session at 19th Cloud Expo, Santosh Ahuja, Director of Architecture at Impiger Technologies, will introduce various mechanisms provided by cloud service providers today to manage and share digital content in a secure manner....
SYS-CON Events announced today that Isomorphic Software will exhibit at DevOps Summit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Isomorphic Software provides the SmartClient HTML5/AJAX platform, the most advanced technology for building rich, cutting-edge enterprise web applications for desktop and mobile. SmartClient combines the productivity and performance of traditional desktop software with the simp...
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....