Northway and Caspian Announce Definitive Agreement and Meeting Dates to Complete Merger.TORONTO -- Northway Explorations Limited (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :NOW) and Caspian Energy Ltd. announced today that they have entered into a definitive agreement to merge the two companies. Caspian owns 50% of Closed Joint Stock Company Aral Petroleum Capital JV ("Aral") and an interest in the production from Aral's property interests. Aral holds an exploration contract issued by the government of Kazakhstan The Government of Kazakhstan oversees a presidential republic. The President of Kazakhstan, currently Nursultan Nazarbayev, is head of state and nominates the head of government. Executive power is exercised by the government. which entitles it to explore and develop the oil and gas property known as the "North Block" located in the Aktobe region of Kazakhstan. The North Block comprises 2,348 square km and lies immediately adjacent to the Alibekmola field; a joint venture owned 50% by Nelson Resources Limited (TSX:NLG NLG The ISO 4217 currency code for the Dutch Guilder. ). Caspian has 39,590,909 issued and outstanding shares and an additional 2,179,091 options. E[acute accent acute accent n. A mark (´) indicating: a. that a vowel is close or tense, as é in French été. b. that a vowel or syllable has a high or rising pitch, as in Chinese or Ancient Greek. c. ]Meetings of the shareholders of both companies have been set for August 27, 2004. A joint management information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible has been mailed to shareholders of both companies and is available on SEDAR SEDAR System for Electronic Document Analysis and Retrieval SEDAR Southeast Data, Assessment, and Review . E[acute accent]Under terms of the merger, shareholders of Caspian will receive one common share of Northway for each share of Caspian previously held. Canaccord Capital Europe has been retained to complete a financing to raise gross proceeds of not less than US $30 million in financing transactions to be completed in connection with the merger. E[acute accent]Completion of the merger is subject to receipt of shareholder and all required regulatory approvals. NORTHWAY EXPLORATIONS LIMITED 4th Floor, 56 Temperance Street, Toronto, ON M5H 3V5 Telephone: 416-361-0737 Fax: 416-361-0923 Toronto Stock Exchange Trading Symbol: NOW Shares Outstanding: 17,245,346 CASPIAN ENERGY LTD. 77 King Street West, P.O. Box 157, Suite 3110, Royal Trust Tower, Toronto-Dominion Centre Toronto ON M5K 1H1 Telephone: 416-367-8383 Fax: 416-367-4624 |
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