Click here to close now.

SYS-CON MEDIA Authors: Carmen Gonzalez, Liz McMillan, Pat Romanski, Marty Puranik, Marco Meinardi

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
The true value of the Internet of Things (IoT) lies not just in the data, but through the services that protect the data, perform the analysis and present findings in a usable way. With many IoT elements rooted in traditional IT components, Big Data and IoT isn’t just a play for enterprise. In fact, the IoT presents SMBs with the prospect of launching entirely new activities and exploring innovative areas. CompTIA research identifies several areas where IoT is expected to have the greatest impac...
Advanced Persistent Threats (APTs) are increasing at an unprecedented rate. The threat landscape of today is drastically different than just a few years ago. Attacks are much more organized and sophisticated. They are harder to detect and even harder to anticipate. In the foreseeable future it's going to get a whole lot harder. Everything you know today will change. Keeping up with this changing landscape is already a daunting task. Your organization needs to use the latest tools, methods and ex...
In his session at DevOps Summit, Tapabrata Pal, Director of Enterprise Architecture at Capital One, will tell a story about how Capital One has embraced Agile and DevOps Security practices across the Enterprise – driven by Enterprise Architecture; bringing in Development, Operations and Information Security organizations together. Capital Ones DevOpsSec practice is based upon three "pillars" – Shift-Left, Automate Everything, Dashboard Everything. Within about three years, from 100% waterfall, C...
Disruptive macro trends in technology are impacting and dramatically changing the "art of the possible" relative to supply chain management practices through the innovative use of IoT, cloud, machine learning and Big Data to enable connected ecosystems of engagement. Enterprise informatics can now move beyond point solutions that merely monitor the past and implement integrated enterprise fabrics that enable end-to-end supply chain visibility to improve customer service delivery and optimize sup...
Wearable devices have come of age. The primary applications of wearables so far have been "the Quantified Self" or the tracking of one's fitness and health status. We propose the evolution of wearables into social and emotional communication devices. Our BE(tm) sensor uses light to visualize the skin conductance response. Our sensors are very inexpensive and can be massively distributed to audiences or groups of any size, in order to gauge reactions to performances, video, or any kind of present...
Hadoop as a Service (as offered by handful of niche vendors now) is a cloud computing solution that makes medium and large-scale data processing accessible, easy, fast and inexpensive. In his session at Big Data Expo, Kumar Ramamurthy, Vice President and Chief Technologist, EIM & Big Data, at Virtusa, will discuss how this is achieved by eliminating the operational challenges of running Hadoop, so one can focus on business growth. The fragmented Hadoop distribution world and various PaaS soluti...
Even as cloud and managed services grow increasingly central to business strategy and performance, challenges remain. The biggest sticking point for companies seeking to capitalize on the cloud is data security. Keeping data safe is an issue in any computing environment, and it has been a focus since the earliest days of the cloud revolution. Understandably so: a lot can go wrong when you allow valuable information to live outside the firewall. Recent revelations about government snooping, along...
The Workspace-as-a-Service (WaaS) market will grow to $6.4B by 2018. In his session at 16th Cloud Expo, Seth Bostock, CEO of IndependenceIT, will begin by walking the audience through the evolution of Workspace as-a-Service, where it is now vs. where it going. To look beyond the desktop we must understand exactly what WaaS is, who the users are, and where it is going in the future. IT departments, ISVs and service providers must look to workflow and automation capabilities to adapt to growing ...
SYS-CON Events announced today that Dyn, the worldwide leader in Internet Performance, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Dyn is a cloud-based Internet Performance company. Dyn helps companies monitor, control, and optimize online infrastructure for an exceptional end-user experience. Through a world-class network and unrivaled, objective intelligence into Internet conditions, Dyn ensures...
Business and IT leaders today need better application delivery capabilities to support critical new innovation. But how often do you hear objections to improving application delivery like, “I can harden it against attack, but not on this timeline”; “I can make it better, but it will cost more”; “I can deliver faster, but not with these specs”; or “I can stay strong on cost control, but quality will suffer”? In the new application economy, these tradeoffs are no longer acceptable. Customers will ...
Red Hat has launched the Red Hat Cloud Innovation Practice, a new global team of experts that will assist companies with more quickly on-ramping to the cloud. They will do this by providing solutions and services such as validated designs with reference architectures and agile methodology consulting, training, and support. The Red Hat Cloud Innovation Practice is born out of the integration of technology and engineering expertise gained through the company’s 2014 acquisitions of leading Ceph s...
The free version of KEMP Technologies' LoadMaster™ application load balancer is now available for unlimited use, making it easy for IT developers and open source technology users to benefit from all the features of a full commercial-grade product at no cost. It can be downloaded at FreeLoadBalancer.com. Load balancing, security and traffic optimization are all key enablers for application performance and functionality. Without these, application services will not perform as expected or have the...
As organizations shift toward IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection &E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his session at 16th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Partnerships, will disc...
VictorOps is making on-call suck less with the only collaborative alert management platform on the market. With easy on-call scheduling management, a real-time incident timeline that gives you contextual relevance around your alerts and powerful reporting features that make post-mortems more effective, VictorOps helps your IT/DevOps team solve problems faster.
Skytap Inc., has appointed David Frost as vice president of professional services. David joins Skytap from Deloitte Consulting where he served as Managing Director leading SAP, Cloud, and Advanced Technology Services. At Skytap, David will head the company's professional services organization, and spearhead a new consulting practice that will guide IT organizations through the adoption of DevOps best practices. David's appointment comes on the heels of Skytap's recent $35 million Series D fundin...