Director/PDMR Shareholding

1.

Name of the issuer

CARACAL ENERGY INC.

2.

State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance

LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

THIS NOTIFICATION RELATES TO A TRANSACTION NOTIFIED IN ACCORDANCE WITH DTR 3.1.2 R

3.

Name of person discharging managerial

responsibilities/director

GARY GUIDRY

4.

State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

NOTIFICATION RELATES TO AMERICADA VENTURES LLC., A HOLDING COMPANY CONNECTED WITH THE PERSON NAMED IN 3

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a nonbeneficial interest 1

NOTIFICATION RELATES TO AMERICADA VENTURES LLC, A HOLDING COMPANY CONNECTED WITH THE PERSON NAMED IN 3

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

COMMON SHARES

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

AMERICADA VENTURES LLC

8.

State the nature of the transaction

COMMON SHARES ISSUED AS A RESULT OF THE CONVERSION OF THE ISSUER'S CONVERTIBLE BONDS

9.

Number of shares, debentures or financial instruments relating to shares acquired

164,744 COMMON SHARES

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

APPROX. 0.11%

11.

Number of shares, debentures or financial instruments relating to shares disposed

1,000,000 USD CONVERTIBLE BOND

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

0.58%

13.

Price per share or value of transaction

6.07 USD

14.

Date and place of transaction

10 JUNE 2014

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

NO. OF SHARES: 1,838,917

PERCENTAGE: APPROX. 1.251%

16.

Date issuer informed of transaction

10 JUNE 2014

17.

Date of grant

N/A

18.

Period during which or date on which exercisable

N/A

19.

Total amount paid (if any) for grant of the option

N/A

20.

Description of shares or debentures involved (class and number)

N/A

21.

Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise

N/A

22.

Total number of shares or debentures over which options held following notification

N/A

23.

Any additional information

N/A

24.

Name of contact and telephone number for queries

DIANE PHILLIPS

CORPORATE SECRETARY

TEL: +1.403.724.7218

Name of authorised official of issuer responsible for making notification

DIANE PHILLIPS, CORPORATE SECRETARY

Date of notification: 10 JUNE 2014

(1)

An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2)

An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4)

An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.