Caracal and Glencore Arrangement Agreement

Caracal and Glencore Arrangement Agreement - Share Purchases CALGARY, April 29, 2014 /CNW/ - Caracal Energy Inc. ("Caracal" or the "Company")(LSE:CRCL) announces that Glencore International AG ("Glencore") asubsidiary of Glencore Xstrata plc has disclosed that on April 28, 2014 itacquired, through a subsidiary 8682321 Canada Inc., 4,153,506 common shares ofCaracal Energy Inc. ("Caracal"), representing 2.83% of Caracal's outstandingcommon shares. The acquisition brings Glencore's total beneficial ownership,directly or indirectly, in Caracal to 18,939,420 common shares (representingapproximately 12.35% of Caracal's outstanding common shares assuming theconversion of Glencore's US$40 million principal amount of Caracal convertiblebonds due September 2017 or approximately 8.4% of Caracal's outstanding shareson a non-diluted basis). The acquired shares were purchased through thefacilities of the London Stock Exchange at a price of GBP5.50 (C$10.18 percommon share assuming exchange rate of 1:1.86). The further acquisition ofshares described above brings Glencore's total acquisition of Caracal commonshares since April 14, 2014 to 10,153,506 shares, representing 6.92% ofCaracal's outstanding common shares on a non-diluted basis. On April 14, 2014,Caracal entered into an arrangement agreement (the "Arrangement Agreement")pursuant to which Glencore, through a wholly-owned subsidiary, would acquireall of the outstanding Caracal common shares at a price of GBP5.50 per commonshare in cash pursuant to a plan of arrangement under the Canada BusinessCorporations Act (the "Arrangement"). Pursuant to the Arrangement Agreement (as amended and restated on April 24,2014) Glencore and affiliates are entitled to acquire additional Caracal commonshares through purchases over a stock exchange up to 8.6% of the outstandingCaracal common shares on a non-diluted basis. (On April 24, the parties hadagreed to increase the 4.1% to 8.6%.) Between April 14, 2014 and April 25, 2014Glencore acquired 6,000,000 common shares of Caracal. Glencore intends to vote the Caracal common shares acquired and all othershares owned by Glencore, directly or indirectly, in favour of the Arrangementat the special meeting of Caracal shareholders at which the Arrangement isvoted upon. Glencore may acquire additional Caracal common shares to the extentpermitted by the Arrangement Agreement. A copy of the Early Warning Report inrespect of the acquisition described above will be filed with the applicablesecurities commissions and can be found on the SEDAR website at www.sedar.com. 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, along with its partners, to exploreand develop reserves and resources over a combined area of 26,103 km2 insouthern Chad. The PSCs cover two world-class oil basins with oil discoveries,and numerous exploration prospects. The Company's shares trade on the London Stock Exchange under the symbol CRCL. 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

(CRCL)