Corcel Regulatory News (CRCL)

Caracal files information circular and proxy in connection with special meetingof shareholders to approve acquisition of Caracal by Glencore CALGARY, May 12, 2014 /CNW/ - Caracal Energy Inc. ("Caracal" or the "Company")(LSE:CRCL) announced today that it has filed its management informationcircular and proxy statement (the "Circular") with Canadian securitiesregulators in preparation for its special meeting of shareholders (the "Meeting") to be held on Friday, June 6, 2014 at 10:30 a.m. (Calgary time) at theWestwinds Room located at 2nd Floor, 555 - 4th Avenue, S.W., Calgary, Alberta.The Circular is available at www.caracalenergy.com and www.sedar.com . TheCircular, together with the Notice of Meeting has been submitted to theNational Storage Mechanism and will be available athttp://www.morningstar.co.uk/uk/NSM . The Board of Directors of Caracal unanimously recommends, for the reasons setout in the Circular, that Caracal shareholders vote FOR the special resolution(the "Arrangement Resolution") to approve the statutory plan of arrangement(the "Arrangement") involving Caracal, Glencore International AG and 8682321Canada Ltd. to be implemented pursuant to the arrangement agreement dated April14, 2014, as amended and restated April 24, 2014. Shareholders of record on May 7, 2014 will receive notice of and be entitled tovote at the special meeting. The Circular, which shareholders are expected toreceive in the coming days, provides information on, among other things, theArrangement and voting procedures. Completion of the Arrangement is conditional upon approval of a least 66⅔% ofthe votes cast on the Arrangement Resolution by the Caracal shareholders,present in person or represented by proxy, at the Meeting, and a majority ofthe votes cast on the Arrangement Resolution by the Shareholders present inperson or represented by proxy, at the Meeting after excluding the votes ofthose persons whose votes may not be included in determining minority approvalof a "business combination" under Multilateral Instrument 61-101 - Protectionof Minority Security Holders in Special Transaction. Completion of theArrangement is also subject to customary closing conditions for a transactionof this nature, including court approval and Investment Canada Act approval andCompetition Act approval. It is expected that the Arrangement will be completedin the second quarter of 2014. About Caracal Energy Inc. Caracal Energy Inc. is an international exploration and development companyfocused on oil and gas exploration, development and production activities inthe Republic of Chad, Africa. In 2011, the Company entered into threeproduction sharing contracts ("PSCs") with the government of the Republic ofChad. These PSCs provide exclusive rights to explore and develop reserves andresources over a combined area of 26,103 km2 in southern Chad. The Company's shares trade on the London Stock Exchange under the symbol CRCL. About Glencore Glencore is one of the world's largest global diversified natural resourcecompanies. As a leading integrated producer and marketer of commodities with awell balanced portfolio of diverse industrial assets, Glencore is stronglypositioned to capture value at every stage of the supply chain, from sourcingmaterials deep underground to delivering products to an international customerbase. The Group's industrial and marketing activities are supported by a globalnetwork of more than 90 offices located in over 50 countries. The Group'sdiversified operations comprise over 150 mining and metallurgical sites,offshore oil production assets, farms and agricultural facilities. Glencoreemploys approximately 190,000 people, including contractors. This announcement contains certain forward-looking information and statements.Forward-looking information typically contains statements with words such as"intend", "target", "anticipate", "plan", "estimate", "expect", "potential","could", "will", or similar words suggesting future outcomes. All of theforward-looking statements in this release are qualified by the assumptionsthat are stated or inherent in such forward-looking statements. AlthoughCaracal believes these assumptions are reasonable, they are not exhaustive ofthe factors that may affect any of the forward-looking statements and thereader should not place undue reliance on these assumptions and suchforward-looking statements. The key assumptions that have been made inconnection with the forward-looking statements include: that the business ofour special meeting concludes as anticipated; the timing and receipt of thenecessary regulatory, court and other approvals; and the time necessary tosatisfy all other conditions to the closing of the Arrangement. Caracalbelieves the material factors, expectations and assumptions reflected in theforward-looking statements are reasonable, but no assurance can be given thatthese factors, expectations and assumptions will prove to be correct. The forward-looking statements are subject to known and unknown risks anduncertainties and other factors which may cause actual results and achievementsto differ materially from those expressed or implied by such statements.Although Caracal believes the expectations conveyed by the forward-lookingstatements are reasonable based on the information available on the date ofsuch forward-looking statements were made, no assurances can be given as tofuture results and achievements. Undue reliance should not be placed on theforward-looking statements contained herein, which are made as of the datehereof and, except as required by law, Caracal undertakes no obligation toupdate publicly or revise any forward-looking statements, whether as a resultof new information, future events or otherwise. The forward-looking statementscontained herein are expressly qualified by this cautionary statement. SOURCE: Caracal Energy Inc. For further information: Caracal Energy Inc.Gary Guidry, President and Chief Executive OfficerTrevor Peters, Chief Financial Officer+1 403-724-7200 Longview Communications - Canadian Media EnquiriesAlan Bayless +1 604-694-6035Joel Shaffer +1 416-649-8006 FTI Consulting - UK Media EnquiriesBen Brewerton / Ed Westropp+ 44 (0) 207 8313 3113caracalenergy.sc@fticonsulting.com

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