Mr. Frank Ingriselli reports
CASPIAN ENERGY INC. ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO OBTAIN SHAREHOLDER APPROVAL FOR SHARE CONSOLIDATION AND DELISTING
Caspian Energy Inc. has mailed and filed meeting materials in respect of the upcoming special meeting of holders of common shares of the company to be held at 10 a.m. PT 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 to effect: a consolidation of all of the company's issued and outstanding common shares on the basis of one new common share of the company for 90 million existing common shares of the company, and the voluntary delisting of the company's common shares from the NEX board of the TSX Venture Exchange. 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 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 preconsolidation common shares held multiplied by an amount equal to one cent per preconsolidation common share. As an example, at a price of one cent per preconsolidation common share, a holder of 40.5 million preconsolidation common shares will be entitled to receive $405,000 from the company in exchange for such preconsolidation common shares.
The management information circular of the company dated March 29, 2018, 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-V) 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.
We seek Safe Harbor.
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