Caspian energy inc. provides update in respect of the upcoming special meeting of shareholders la gasolina cancion


VANCOUVER, May 1, 2018 /CNW/ – Further to the mailing and filing of meeting materials (" Meeting Materials") on April 12, 2018 in respect of the upcoming special meeting (" Meeting") of holders of common shares (" Shareholders") of the Caspian Energy Inc. (NEX:CKZ.H) (the " Company") to be held at 10:00 a.m. ( Vancouver time) on Friday, May 4, 2018, the Company has been informed that certain existing Shareholders (collectively, the " Firebird Funds") intend to acquire, prior to the effective date of the Consolidation (the " Effective Date"), Pre-Consolidation Common Shares (as defined below) in an amount that is anticipated to result in the Firebird Funds remaining a Shareholder of the Company following the Consolidation (the " Firebird Proposal").

At the Meeting, Shareholders will be asked to pass a special resolution (the " Special Resolution") to give authority to the Company’s board of directors (the " Board of Directors") to effect: (i) a consolidation of all of the Company’s issued and outstanding common shares (the " Consolidation") on the basis of one (1) new common share of the Company (each, a " New Common Share") for ninety million (90,000,000) existing common shares of the Company (each, a " Pre-Consolidation Common Share"); and (ii) the voluntary delisting of the Company’s common shares from the NEX Board of the TSX Venture Exchange (the " Delisting"). The record date for voting at the Meeting was set at the close of business on Thursday, March 29, 2018.

Only whole New Common Shares will be issued under the Consolidation. Any fractional interest in New Common Shares resulting from the Consolidation will be cancelled or changed in accordance with Section 83 of the Business Corporations Act ( British Columbia) and holders of less than one-half of one (0.5) New Common Share will cease to hold common shares in the capital of the Company, and such holder will be entitled to receive cash consideration equal to the number of Pre-Consolidation Common Shares held multiplied by an amount equal to $0.01 per Pre-Consolidation Common Share. As an example, at a price of $0.01 per Pre-Consolidation Common Share, a holder of forty million five hundred thousand (40,500,000) Pre-Consolidation Common Shares will be entitled to receive $405,000 from the Company in exchange for such Pre-Consolidation Common Shares.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101") and as disclosed in the management information circular of the Company dated March 29, 2018 (the " Circular"), the Consolidation is a "business combination" for the purposes of MI 61-101. As a result, the Special Resolution must be approved by: (i) an affirmative vote of at least two-thirds (66 2/3%) of the votes cast at the Meeting in person or by proxy; and (ii) a majority of the votes cast at the Meeting in person or by proxy excluding votes cast by certain directors, senior officers and principal Shareholders, as the case may be, pursuant to MI 61-101.

At the time of the mailing and filing of the Meeting Materials on April 12, 2018, the votes anticipated to be excluded from the majority of the minority vote were those attached to Pre-Consolidation Common Shares held, directly and beneficially, by The Sixth Energy Limited and ACAP Limited (collectively, the " Excluded Shareholders"). In accordance with the Firebird Proposal, should the Firebird Funds successfully acquire and combine a number of Pre-Consolidation Common Shares so as to hold at least forty five million (45,000,000) Pre-Consolidation Common Shares, the votes attached to such Pre-Consolidation Common Shares will be excluded, along with those held by the Excluded Shareholders, from the majority of the minority vote on the Special Resolution. In such event and based upon the current Shareholder base of the Company, following the Effective Date of the Consolidation, only the Excluded Shareholders and the Firebird Funds would be entitled to New Common Shares and remain as Shareholders of the Company.

The Circular contains, among other things, details concerning the Consolidation and the Delisting, requirements for the Consolidation to be implemented (including, among other things, obtaining approval from the TSX Venture Exchange) and procedures for voting at the Meeting. Shareholders are urged to carefully review the Circular and accompanying Meeting Materials as they contain information regarding the Consolidation, Delisting and its consequences to Shareholders. Copies of the Meeting Materials, including the Circular, are available on the Company’s SEDAR profile at

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the future of the Company, the acquisition and combination of Pre-Consolidation Common Shares by the Firebird Funds in connection with the Firebird Proposal, the majority of the minority vote on the Special Resolution, and the Shareholders entitled to receive New Common Shares following the Effective Date of the Consolidation. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or believes" or variations (including negative 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. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.