Caspian Energy Announces Mailing of Management Information Circular Relating to Its Previously Announced Agreement to Acquire the Remainder of Aral Petroleum - Seite 2

The Share Purchase Agreement contains a condition precedent in favour of Caspian that Sixth Energy and Meridian will on Closing provide a secured loan facility (the "Loan Facility") of up to US$21.5 million to Aral. Effective November 11, 2014, the parties amended the Share Purchase Agreement to provide, among other things, that the Loan Facility will be increased to US$61.5 million. The Loan Facility will be secured by, inter alia, share pledges over the entirety of the Company's direct and indirect interests in Aral in favour of the lenders on a pro-rata basis. Funding of the Loan Facility is subject to a number of conditions.

Sixth Energy, as nominee of Asia Sixth, will also be granted convertible securities of Caspian at the date of Closing. Such convertible securities are only exercisable by Sixth Energy upon the exercise or conversion of convertible securities previously issued by Caspian prior to the execution of the Share Purchase Agreement and will be subject to dilution following subsequent share issuances by the Company and other specified dilutive events post-Closing. If all the convertible securities granted were exercised by Sixth Energy, Sixth Energy will hold a 35.8% interest in the Company.

Caspian has received conditional approval for the Transactions from the TSX Venture Exchange (the "TSXV"). Such conditions include, among other things, approval of the Transactions by the Shareholders at the Meeting and all required approvals from the Kazakhstan government relating to the Transactions being obtained. If the Transactions are completed and the conditions specified in the TSXV conditional approval letter are satisfied on or prior to February 2, 2015, the Company's common shares will become listed on the TSXV.

Pursuant to the Share Purchase Agreement, Closing is also subject to conditions including but not limited to:

• Caspian having received the required Shareholder approval;
  
  
• The approval by the Kazakh government for the acquisition of the Aral interests;
  
  
• The execution of a shareholders' agreement among Caspian, Sixth Energy and Meridian governing certain matters relating to Caspian;
  
  
• The termination of previous agreements made directly or indirectly by Asia Sixth and the Investors; and
  
  
• Customary regulatory approvals and other closing conditions.
  
  

The parties intend to amend the Share Purchase Agreement to provide that Closing will also be subject to:

• The execution of the financing documents providing for the US$61.5 million Loan Facility; and