Corcel Regulatory News (CRCL)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE FIRM PLACING AND PLACING AND OPEN OFFER. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW COMMON SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL BE AVAILABLE ON PUBLICATION FROM CARACAL ENERGY INC.'S REGISTERED OFFICE AND WEBSITE AT WWW.CARACALENERGY.COM.

Caracal Energy Inc. Announces Pricing Information for Firm Placing and Placing and Open Offer

CALGARY, Alberta, 8 November, 2013 - Following the announcement by Caracal Energy Inc. ("Caracal" or the "Company") (LSE:CRCL) on 7 November 2013 relating to the firm placing and placing and open offer of new common shares (the "New Shares"), the Company announces that it has agreed to issue an aggregate of 27,862,994 New Shares by way of the Global Secondary Issue and the Canadian Secondary Issue at a price of £4.50 per New Share (the "Issue Price"), for expected gross proceeds of £125.4 million (U.S.$201.8 million).

The Issue Price represents a discount of 6.25 per cent. to the closing middle market price of 480 pence per Share on 7 November 2013. Pursuant to the Global Open Offer, Global Qualifying Shareholders will be given the opportunity to apply for Global Open Offer Shares at the Issue Price on the basis of 2 Global Open Offer Share for every 11 Existing Shares held by such Global Qualifying Shareholders and registered in their name on the Record Date.

The Global Firm Placing and the Canadian Firm Placing will comprise in aggregate 5,782,880 New Shares (representing approximately 5 per cent. of the Existing Shares) and will therefore raise approximately £26.0 million (U.S.$41.9 million) (before the deduction of fees and expenses). The Global Open Offer, the Global Placing, the Canadian Open Offer and the Canadian Placing will comprise in aggregate 22,080,114 New Shares (representing approximately 19 per cent. of the Existing Shares) and will therefore raise approximately £99.4 million (U.S.$159.9 million) (before the deduction of fees and expenses).

Gary Guidry, Chief Executive of Caracal Energy, said:

"We are pleased to have priced the offer of new shares in an oversubscribed bookbuild and we appreciate the support of our existing shareholders and welcome a number of new institutions on to the register. The additional funds will enable us to accelerate our exploration programme with the drilling and completion of ten additional exploration wells by the end of 2014."

Certain subscribers for the New Shares will have the option, and certain other subscribers will be required, to pay subscription amounts in U.S. dollars. For the purpose of payment in U.S. dollars, the Issue Price will be converted into U.S. dollars at the rate of U.S.$1.6097 per pound sterling (being the prevailing exchange rate as at the closing of business on 7 November 2013) resulting in an equivalent Issue Price of U.S.$7.24. Therefore, the amount of the Company's actual net proceeds in pounds sterling from the Global Secondary Issue and the Canadian Secondary Issue will be affected by fluctuations in the U.S. dollar-pound sterling exchange rate between the close of business on 7 November 2013 and the date of settlement of the subscription amount.

It is expected that a prospectus prepared in accordance with the UK Prospectus Rules of the UK Financial Conduct Authority will be published in due course containing full details of the Global Secondary Issue. Once published, the Prospectus will be made available on the Company's website at www.caracalenergy.com to people who are entitled to participate in the Global Secondary Issue, and will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm.

It is expected that Firm Placing Admission and Open Offer Admission will become effective, and that dealings on the London Stock Exchange in the New Shares will commence, on or around 13 November 2013 and on or around 5 December 2013, respectively.

All terms in this announcement have the meanings given to them in the announcement made by the Company on the RNS at 5:30 p.m. (GMT) on 7 November 2013 unless otherwise defined.

Enquiries:

IMPORTANT NOTICE

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer or invitation to purchase or subscribe for, any shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the Global Secondary Issue or otherwise. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Shares except on the basis of information in the Prospectus expected to be published by Caracal Energy Inc. in connection with the Global Secondary Issue in due course and approved by the Financial Conduct Authority (the "FCA"), and any supplementary prospectus in relation thereto.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa. The New Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.

This announcement and the information contained herein does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from, or on a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.

Any subscription of New Shares in the Global Secondary Issue should be made solely on the basis of the information contained in the Prospectus, once published. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The Global Underwriters, each of which is authorised and regulated in the UK by the FCA, are acting exclusively for Caracal Energy Inc. and no one else in connection with the Global Secondary Issue. They will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Global Secondary Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Global Secondary Issue or any transaction or arrangement referred to in this announcement.

None of the Global Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Caracal Energy Inc., its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Global Secondary Issue and the Admissions, each of the Global Underwriters and any of their respective affiliates, acting as investors for their own accounts, may purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Caracal Energy Inc. or related investments in connection with the Global Secondary Issue and the Admissions or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Global Underwriters and any of their affiliates acting as investors for their own accounts. The Global Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

There is no guarantee that Admissions will occur and you should not base your financial decisions on Caracal Energy Inc.'s intentions in relation to the Admissions at this stage. Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Secondary Issue. The value of Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Secondary Issue for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Cautionary Statements

This announcement contains certain forward‐looking information and statements relating, but not limited, to the proposed use of proceeds for the Global Secondary Issue. 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. Information relating to reserves and resources is deemed to be forward-looking information, as it involves the implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated, and can be profitably produced in the future. The Company cautions readers not to place undue reliance on forward-looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company. In addition, the forward‐looking information is made as of the date hereof, and each of the Company and the Global Underwriters and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking information contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such information is based unless required to do so by applicable law, including the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the FCA.

Forward-looking information is not based on historical facts but rather on current expectations and assumptions regarding, among other things, the timing and scope of certain of the Company's operations and the timing and level of production from the Company's properties, plans for and results of drilling activity and testing programmes, future capital and other expenditures (including the amount, nature and sources of funding thereof), continued political stability, and timely receipt of any necessary government or regulatory approvals. Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect. Forward-looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated by the Company including, but not limited to, risks associated with the oil and gas industry (e.g. operational risks in exploration and production; inherent uncertainties in interpreting geological data; changes in plans with respect to exploration or capital expenditures; interruptions in operations together with any associated insurance proceedings; reductions in production capacity, the uncertainty of estimates and projections in relation to costs and expenses and health, safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the uncertainty associated with negotiating with foreign governments, risk associated with international activity, including the risk of political instability, the risk of adverse economic market conditions, the actual results of marketing activities and the risk of regulatory changes. Forward-looking information cannot be relied upon as a guide to future performance.