VANCOUVER, April 16, 2018 /CNW/ - Further to its notice of special meeting on April 12, 2018, Caspian Energy Inc. (NEX:CKZ.H) (the "Company") announces that is has mailed and filed meeting materials ("Meeting Materials") in respect of the upcoming special meeting ("Meeting") of holders of common shares of the Company ("Shareholders") to be held at 10:00 a.m. (Vancouver time) on Friday, May 4, 2018.
At the Meeting, Shareholders will be asked to pass 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 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.
The management information circular of the Company dated March 29, 2018 (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 www.sedar.com.
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: please contact Caspian Energy Inc., Frank Ingriselli, Chairman of the Board of Directors, 925-526-0115