VANCOUVER, Sept. 26, 2018 /CNW/ - Further to the special meeting ("Meeting") of holders of common shares of Caspian Energy Inc. (NEX:CKZ.H) (the "Company") held on Friday, May 4, 2018 (the "Company") where the Shareholders passed a 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 Company announces today that the Board of Directors of the Company has made such Consolidation effective as at the date hereof.
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.
Registered Shareholders are encouraged to complete, execute and submit the letter of transmittal included in the meeting materials previously mailed to Shareholders as soon as possible in order to receive the cash consideration or New Common Shares to which they are entitled under the Consolidation, as applicable.
The Company will make an application to have the New Common Shares delisted from the NEX Board of the TSX Venture Exchange in accordance with the Delisting and an application will also be made for the Company to cease to be a reporting issuer in the applicable jurisdictions.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the future of the Company. 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE Caspian Energy Inc.
For further information: Caspian Energy Inc.: Frank Ingriselli, Chairman of the Board of Directors, 925-526-0115