THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or what action you should take, you are recommended to seek your own personal financial advice from a stockbroker, bank manager, solicitor, accountant, fund manager, or other appropriate independent financial adviser.

If you have sold or transferred all of your common shares in Caracal Energy Inc., please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice of Meeting of Shareholders

and

Proxy Statement and Information Circular

in respect of the

SPECIAL MEETING OF SHAREHOLDERS

to be held on October 3, 2013

September 6, 2013

CARACAL ENERGY INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on October 3, 2013

TO THE SHAREHOLDERS OF CARACAL ENERGY INC.

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of Caracal Energy Inc. (the "Corporation") will be held at the Westwinds Room, 555 – 4th Avenue SW, Calgary, Alberta at 10:30 a.m. (Calgary time) on October 3, 2013 for the following purposes:

1. to consider and, if deemed advisable, approve a special resolution in the form set out in the accompanying circular (the "Circular") authorizing an amendment to the Corporation's articles to provide that the Corporation will adhere to the General Principles of the UK's City Code on Takeovers and Mergers to the extent reasonably practicable;
2. to consider and, if deemed advisable, approve a special resolution in the form set out in the Circular authorizing amendments to the Corporation's articles with respect to restrictions on the allotment of equity securities and pre-emption rights to make certain clerical changes and align them more closely with the capital structure of the Corporation and its governing corporate statute in Canada;
3. to consider and, if deemed advisable, approve a special resolution in the form set out in the Circular authorizing the annual amounts regarding the allotment of equity securities;
4. to consider and, if deemed advisable, approve a special resolution in the form set out in the Circular authorizing the limits regarding the general dis-application of pre-emption rights; and
5. to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

Shareholders should refer to the Circular for more detailed information with respect to the matters to be considered at the Meeting.

If you are a registered Shareholder who is unable to attend the Meeting in person please complete and sign the enclosed form of proxy and to deliver it to Computershare Investor Services Inc. (i) by mail to Proxy Department, 135 West Beaver Creek Road, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, or (ii) by hand delivery to 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1. A registered Shareholder may also vote using the internet at www.investorvote.com or telephone at 1-866-732-VOTE (8683). In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 10:30 a.m. (Calgary time) on the second business day before the date of the Meeting or any adjournment(s) thereof or be deposited with the Chairman of the Meeting prior to its commencement.

If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

CREST members who wish to give voting instructions by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual, available at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Corporation's agent (ID 3RA50) no later than at 5:30 p.m. (British Summer Time) on September 30, 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Corporation's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Corporation may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Shareholders of record at the close of business on September 3, 2013 are entitled to notice of the Meeting and to vote thereat or at any adjournment(s) thereof on the basis of one vote for each Common Share held.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Gary S. Guidry"

Gary S. Guidry President, Chief Executive Officer and Director September 6, 2013

CARACAL ENERGY INC.

PROXY STATEMENT AND INFORMATION CIRCULAR

FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 3, 2013

PURPOSE OF SOLICITATION

This Proxy Statement and Information Circular (this "Circular") is furnished in connection with the solicitation of proxies by the management of Caracal Energy Inc. ("Caracal" or the "Corporation") for use at the special meeting (the "Meeting") of the holders ("Shareholders") of common shares (the "Common Shares") of Caracal to be held at the Westwinds Room, 555 – 4th Avenue SW, Calgary, Alberta, at 10:30 a.m. (Calgary time) on October 3, 2013, and at any adjournments thereof for the purposes set forth in the Notice of Special Meeting of Shareholders (the "Notice of Meeting") accompanying this Circular. Information contained herein is given as of September 6, 2013, unless otherwise specifically stated.

Solicitation of proxies will be primarily by mail but may also be by telephone, facsimile or in person by directors, officers and employees of Caracal who will not be additionally compensated thereof. The costs of soliciting proxies will be borne by Caracal.

APPOINTMENT AND REVOCATION OF PROXIES

Enclosed herewith is a form of proxy for use at the Meeting. The persons named in the form of proxy are directors and/or executive officers of Caracal. A Shareholder submitting a proxy has the right to appoint a nominee (who need not be a Shareholder) to represent him or her at the Meeting other than the persons designated in the enclosed form of proxy by inserting the name of his or her chosen nominee in the space provided for that purpose on the form and by striking out the printed names.

If you are a registered Shareholder who is unable to attend the Meeting in person please complete and sign the enclosed form of proxy and deliver it to Computershare Investor Services Inc. (i) by mail to Proxy Department, 135 West Beaver Creek Road, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, or (ii) by hand delivery to 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1. A registered Shareholder may also vote using the internet at www.investorvote.com or telephone at 1-866-732-VOTE (8683). In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 10:30 a.m. (Calgary time) on the second business day before the date of the Meeting or any adjournment(s) thereof or be deposited with the Chairman of the Meeting prior to its commencement.

A Shareholder who has given a proxy may revoke it prior to its use, in any manner permitted by law, including by instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, executed by a duly authorized officer or attorney thereof, and deposited at the registered office of the Corporation at any time before 4:30 p.m. (Calgary time) on the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used or with the chairman of the Meeting on the day of the Meeting or any adjournment thereof.

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

The information set forth in this section is of significant importance to many Shareholders, as a number of Shareholders do not hold Common Shares or depositary interests representing the underlying Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name or who hold depositary interests representing Common Shares (collectively, "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of Caracal as the registered Shareholders can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker or you hold depositary interests, then in almost all cases you will not be registered in the Shareholder's name on the records of Caracal. Such Common Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker, or, in the case of depositary interests, in a nominee account of Computershare. Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for a registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for a registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

VOTING OF PROXIES

All Common Shares represented at the Meeting by properly executed proxies will be voted on any matter that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the accompanying form of proxy, the Common Shares represented by the proxy will be voted in accordance with such instructions. In the absence of any such instruction, the persons whose names appear on the printed form of proxy will vote in favour of all the matters set out therein. The enclosed form of proxy confers discretionary authority upon the persons named therein. If any other business or amendments or variations to matters identified in the Notice of Meeting properly comes before the Meeting then discretionary authority is conferred upon the person appointed in the proxy to vote in the manner they see fit, in accordance with their best judgment.

As at the date hereof, the management of Caracal knew of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

ELECTRONIC VOTING INSTRUCTIONS THROUGH THE CREST VOTING SYSTEM

The Corporation may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As of the date hereof, the Corporation's issued and outstanding voting shares consist of 115,657,752 Common Shares. Shareholders at the close of business on September 3, 2013 are entitled to receive notice of the Meeting and to vote thereat or at any adjournments thereof on the basis of one vote for each Common Share held.

To the knowledge of the directors and executive officers of Caracal, as of the date hereof, no person, firm or corporation beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to all of the Common Shares, except as set forth below:

Name	Common Shares Held	Percentage of Common Shares Held

As of the date hereof, the directors and executive officers of Caracal, as a group, beneficially own, directly or indirectly, 5,025,000 Common Shares.

DEFINED TERMS

Terms used in this Circular that are defined in Appendix "A" hereto shall have the meaning given to them in Appendix "A".

SPECIAL MEETING MATTERS

1. Amendment to Articles of the Corporation - FTSE eligibility requirements

At the Meeting, Shareholders will be asked to approve a special resolution in order to implement an amendment to the articles (the "Articles") of the Corporation to provide that the Corporation will adhere to the General Principles of the UK's City Code on Takeovers and Mergers (the "Takeover Code") to the extent reasonably practicable.

The Corporation announced on August 19, 2013 that the FTSE Group, a British provider of stock market indices ("FTSE"), had allocated the Corporation a UK classification for FTSE UK index series inclusion. In order to comply with the requirements of such classification, the Corporation is required to include a provision in the Articles that requires the Corporation to adhere to the General Principles of the Takeover Code to the extent reasonably practicable.

The Takeover Code, which comprises a set of statutory rules and general principles, regulates the conduct of offers for shares of UK public companies, as well as certain takeovers where there is a shared jurisdiction between the UK and other European Economic Area countries. The Takeover Code comprises six general principles and 38 rules designed to ensure fair and equal treatment of all shareholders of the same class in a takeover. The general principles applicable to an offeree company include that the board of the offeree company must act in the interests of the company as a whole and permit shareholders the opportunity to decide on the merits of the bid and that the board of the offeree company must give its views on the effects of implementation of the bid on employment, conditions of employment and locations of the company's place of business.

The Corporation proposes to include the following language in the Articles, under "Other Provisions": "The Corporation will adhere to the General Principles of the UK's City Code on Takeovers and Mergers to the extent reasonably practicable" (the "FTSE Amendment").

The full text of the special resolution regarding the FTSE Amendment proposed to be considered at the Meeting is set forth below.

"Be it hereby resolved as a special resolution of the shareholders of the Corporation that:

1. the amendment of the Articles of the Corporation pursuant to section 173(1)(o) of the Canada Business Corporations Act to add under "Item 7 - Other Provisions": "The Corporation will adhere to the General Principles of the UK's City Code on Takeovers and Mergers to the extent reasonably practicable" be and the same is hereby authorized and approved; and
2. any director or officer of the Corporation is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her sole discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing."

To pass, the special resolution regarding the FTSE Amendment must be approved by not less than two-thirds of the votes cast at the Meeting, whether by proxy or in person, in respect of the special resolution. The Board of Directors is of the opinion that the FTSE Amendment is in the best interests of the Corporation and the Shareholders as a whole and recommends that Shareholders vote in favor of the special resolution.

Unless a proxy specifies that the Common Shares it represents be voted against or withheld from voting in respect of the special resolution, the persons named in the enclosed form of proxy intend to vote in favor of the special resolution.

2. Amendment to Articles of the Corporation – Allotment and Pre-emption Rights Provisions

At the Meeting, Shareholders will be asked to approve a special resolution in order to implement certain amendments to the Articles with respect to restrictions on the allotment of equity securities and pre-emption rights to make certain clerical changes and align them more closely with the capital structure of the Corporation and its governing corporate statute in Canada (collectively, the "Allotment and Pre-emption Rights Amendments"). The following is a summary of the Allotment and Pre-emption Rights Amendments. Shareholders are encouraged to review Appendix "A" to this Circular for the complete Allotment and Pre-emption Rights Amendments.

A. Revisions to the provisions requiring Shareholder authorization for the allotment of Common Shares

Concurrent with the admission of the Common Shares to the premium listing segment of the Official List of the Financial Conduct Authority and the admission of the Common Shares to trading on the London Stock Exchange plc in July 2013 (together, the "Admission"), certain provisions were incorporated into the Articles that require approval from Shareholders in order to authorize the Board of Directors to allot new Common Shares or rights to subscribe for Common Shares or securities convertible into Common Shares (the "Allotment Provisions").

As part of the Allotment and Pre-emption Rights Amendments, the Corporation proposes to make certain clerical revisions to the Allotment Provisions to align them more closely with the capital structure of the Corporation and its governing corporate statute in Canada. More specifically, the Allotment Provisions will be revised to clarify that: (i) the allotment of (a) bonus shares allotted to Shareholders or (b) stock options, Common Shares or any other securities that would, apart from any renunciation or assignment of the right to their allotment, be held or issued under an employees' share scheme are excluded from the requirements of the Allotment Provisions; (ii) the Allotment Provisions do not apply to Common Shares which are issued pursuant to a pre-existing right to subscribe for, convert into or receive Common Shares; and (iii) the annual Shareholder approval to authorize the Board of Directors to allot equity securities will apply to a precise number of Common Shares as opposed to the allotment of an outstanding capital amount that is tied to a nominal value of Common Shares.

B. Revisions to the provisions granting Pre-Emption Rights to holders of Common Shares

Concurrent with the Admission, certain provisions were incorporated into the Articles that grant pre-emptive rights to existing Shareholders (the "Pre-emption Rights Provisions").

As part of the Allotment and Pre-emption Rights Amendments, the Corporation proposes to make certain clerical revisions to the Pre-emption Rights Provisions to align them more closely with the capital structure of the Corporation and its governing corporate statute in Canada. More specifically, the Pre-emption Rights Provisions will be revised to clarify that (i) the annual Shareholder approval to grant the authority to the Board of Directors to issue equity securities where the Pre-emption Rights Provisions can be dis-applied will cover a precise number of Common Shares as opposed to an outstanding capital amount that is tied to a nominal value of Common Shares; and (ii) the Pre-emption Rights Provisions do not apply to Common Shares which are issued pursuant to a pre-existing right to subscribe for, convert into or receive Common Shares.

The full text of the special resolution regarding the Allotment and Pre-emption Rights Amendments proposed to be considered at the Meeting is set forth below.

"Be it hereby resolved as a special resolution of the shareholders of the Corporation that:

1. the amendment of the Articles of the Corporation pursuant to section 173(1)(g) of the Canada Business Corporations Act to make changes to the Allotment Provisions and the Pre-emption Rights Provisions such that Articles 4 and 5 of the rights, privileges, restrictions and conditions in respect of the Common Shares of the Corporation which are contained in Item 3 of the Articles of the Corporation shall be replaced in their entirety by the provisions set forth in Appendix "A" to the Circular be and the same is hereby authorized and approved;
2. any director or officer of the Corporation is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her sole

discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing; and

3. notwithstanding approval of this resolution, the Board of Directors may by resolution determine not to implement the amendment of the Articles contemplated hereby."

To pass, the special resolution regarding the Allotment and Pre-emption Rights Amendments must be approved by not less than two-thirds of the votes cast at the Meeting, whether by proxy or in person, in respect of the special resolution. The Board of Directors is of the opinion that the Allotment and Pre-emption Rights Amendments are in the best interests of the Corporation and the Shareholders as a whole and recommends that Shareholders vote in favor of the special resolution.

Unless a proxy specifies that the Common Shares it represents be voted against or withheld from voting in respect of the special resolution, the persons named in the enclosed form of proxy intend to vote in favor of the special resolution.

Pursuant to section 190 of the Canada Business Corporations Act (the "CBCA"), Shareholders have the right to dissent with respect to the special resolution regarding the Allotment and Pre-emption Rights Amendments, by sending a written objection to such special resolution to the Corporation at Suite 2100, 555-4th Avenue SW, Calgary, Alberta, Canada T2P 3E7 Attention: Corporate Secretary at or before the Meeting, provided such holder also complies with section 190 of the CBCA. Provided the special resolution is approved and the amendment to the Articles contemplated by the special resolution is effected, each dissenting Shareholder will be entitled to be paid the fair value of the Common Shares in respect of which the holder validly dissents. See Appendix B for a copy of the provisions of section 190 of the CBCA.

It is recommended that any Shareholder wishing to avail himself or herself of his or her dissent rights seek legal advice, as the statutory provisions covering the right to dissent are technical and complex. Failure to strictly comply with the requirements set forth in section 190 of the CBCA, may result in the loss or unavailability of any dissent rights. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent, should be aware that only registered Shareholders are entitled to dissent. Accordingly, a Beneficial Shareholder desiring to exercise dissent rights must make arrangements for such Common Shares beneficially owned to be registered in such holder's name prior to the time the written objection is required to be sent to the Corporation or, alternatively, make arrangements for the registered holder of such Common Shares to dissent on such holder's behalf. A Shareholder may not exercise dissent rights in respect of only a portion of such Shareholder's Common Shares. The Board of Directors may determine not to proceed with the special resolution regarding the Allotment and Pre-emption Rights Amendments if the number of Common Shares in respect of which dissent rights are validly exercised is in its determination excessive.

3. Approval of Annual Allotment Amounts

As described above, concurrent with the Admission, the Allotment Provisions were incorporated into the Articles. In accordance with the Articles and UK institutional investor guidance, the Corporation advised it would seek an annual approval from the Shareholders to grant the Board of Directors authority to issue equity securities for a specified period of time.

At the Meeting, Shareholders will be asked to approve an ordinary resolution that grants the Board of Directors the authority, for the period ending on the earlier of the end of the Corporation's 2014 annual meeting of Shareholders and June 30, 2014, to issue equity securities:

• up to an aggregate number of 38,167,058 Common Shares, equal to thirty three percent (33%) (after rounding to the nearest whole number) of the Corporation's issued and outstanding Common Shares as at the date of this Circular; and

• up to a further 38,167,058 Common Shares, equal to thirty three percent (33%) (after rounding to the nearest whole number) of the Corporation's issued and Common Shares as at the date of this Circular, subject to such authority only being used for a rights issue that grants full pre-emptive rights to existing Shareholders,

(collectively, the "Annual Allotment Amounts").

As at the date of this Circular, the Corporation did not hold any treasury shares.

There are no fixed plans to allot new Common Shares other than in connection with employee incentive plans. Following the adoption of the Allotment Provisions and the Pre-emption Rights Provisions as part of the Admission, the Board of Directors would like to set these authority limits to levels that are in accordance with UK corporate governance guidelines. In particular, the type of business that the Corporation is engaged in is capital intensive, and should the appropriate circumstances present themselves, the Corporation may undertake a further capital raise, which could involve a rights issue or allotting new shares in accordance with the authorities granted in the proposed resolution.

The full text of the ordinary resolution regarding the approval of the Annual Allotment Amounts proposed to be considered at the Meeting is set forth below.

"Whereas the Articles of the Corporation provide that shareholders of the Corporation may authorise the Board of Director's to issue new equity securities (including common shares of the Corporation ("Common Shares")) up to aggregate numbers specified by ordinary resolution of the shareholders of the Corporation;

Be it hereby resolved as an ordinary resolution of the shareholders of the Corporation that:

1. that the authority conferred on the Board of Directors by paragraph 4.2 of the Articles of the Corporation be granted and that for this purpose:
a. the Authorised Allotment Amount (as defined in the Articles) be 38,167,058 Common Shares;
b. the Rights Issue Allotment Amount (as defined in the Articles) be 38,167,058 Common Shares; and
c. the Allotment Period (as defined in the Articles) be the period ending at the end of the annual shareholder meeting in 2014 or on June 30, 2014, whichever is the earlier; and
2. any director or officer of the Corporation is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her sole discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing."

To pass, the ordinary resolution regarding the approval of the Annual Allotment Amounts must be approved by a majority of the votes cast at the Meeting, whether by proxy or in person, in respect of the ordinary resolution. The Board of Directors is of the opinion that the ordinary resolution regarding the approval of the Annual Allotment Amounts is in the best interests of the Corporation and the Shareholders as a whole and recommends that Shareholders vote in favor of the ordinary resolution.

Unless a proxy specifies that the Common Shares it represents be voted against or withheld from voting in respect of the ordinary resolution, the persons named in the enclosed form of proxy intend to vote in favor of the ordinary resolution.

4. Approval of General Dis-application of Pre-emption Rights

As described above, concurrent with the Admission, the Pre-emption Rights Provisions were incorporated into the Articles. The Pre-emption Rights Provisions provide that, subject to certain exceptions, upon the issue of equity securities wholly for cash, the Corporation must first offer those equity securities to existing Shareholders in proportion to their existing holdings. If the Board of Directors wishes to exercise the authority under the resolutions approving the Authorised Allotment Amount and Rights Issue Allotment Amount and allot equity securities for cash, the Articles require that they can only do so without first offering them to existing Shareholders if Shareholders have given specific authority for the waiver of the Pre-emption Rights Provisions. In certain circumstances, it may be in the best interests of the Corporation to allot new equity securities wholly for cash without first offering them to existing Shareholders. Accordingly, the Corporation is seeking Shareholder approval of a limited dis-application of the Pre-emption Rights Provisions.

In accordance with the Articles and UK institutional investor guidance, the Corporation advised it would seek an annual approval from the Shareholders by way of special resolution (as required by the Articles) in regards to the limits on the general dis-application of the Pre-emption Rights Provisions. At the Meeting, Shareholders will be asked to approve a special resolution that the Pre-emption Rights Provisions will not apply to issuances of up to a maximum of 5,782,880 Common Shares (representing approximately 5% of the Corporation's issued and outstanding Common Shares as at the date of this Circular) wholly for cash until the earlier of the Corporation's 2014 annual meeting of Shareholders and June 30, 2014. The authority would be in accordance with UK institutional investor guidelines recommending that the dis-application of the Pre-emption Rights Provisions should not apply in respect of issuances of a number of equity securities greater than 5% of the Corporation's issued and outstanding Common Shares (at the date of the Circular) wholly for cash in any one year. UK institutional investor guidelines also recommend that the dis-application of the Pre-emption Rights Provisions should not apply in respect of issuances of a number of equity securities greater than a cumulative 7.5% of the Corporation's issued and outstanding Common Share wholly for cash in any three year rolling period. The Corporation will satisfy this latter recommendation by virtue of the fact that this is the first year in which the Corporation has had Pre-emption Rights Provisions.

The full text of the special resolution regarding the approval of the general dis-application of Pre-emption Rights Provisions proposed to be considered at the Meeting is set forth below.

"Whereas:

A. the Articles of the Corporation require that, subject to certain exceptions, upon the issue of equity securities wholly for cash, the Corporation must first offer those equity securities to existing shareholders in proportion to their existing holdings (the "Pre-emptive Rights"); and
B. in accordance with the Articles of the Corporation, the shareholders may authorize a number of equity securities that the Board of Directors are empowered to issue during the Allotment Period in reliance on the limited dis-application of the Pre-emptive Rights;

Be it hereby resolved as a special resolution of the shareholders of the Corporation that:

1. subject to the passing of the resolutions approving the Authorised Allotment Amount, the Rights Issue Allotment Amount and the Allotment Period (all as defined in the Articles) and authorizing the Board of Directors to issue new common shares (the "Common Shares") of the Corporation or rights to subscribe for Common Shares or securities convertible into Common Shares (collectively, the "Allotment Resolutions"), the power conferred on the Board of Directors by paragraph 4.3 of the Articles be granted for the Allotment Period referred to in the Allotment Resolutions and, for such Allotment Period, the Non-Pre-Emptive Amount (as defined in the Articles) shall be 5,782,880 Common Shares;and
2. any director or officer of the Corporation is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her sole discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing."

To pass, in accordance with the Articles, the special resolution regarding the approval of the general disapplication of Pre-emption Rights Provisions must be approved by 75% of the votes cast at the Meeting, whether by proxy or in person, in respect of the special resolution. The Board of Directors is of the opinion that the special resolution regarding the approval of the limited dis-application of the Pre-emption Rights Provisions is in the best interests of the Corporation and the Shareholders as a whole and recommends that Shareholders vote in favor of the special resolution.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Neither the Corporation nor any director or executive officer of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them has or has had, at any time since the beginning of the last financial year, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

OTHER BUSINESS

Management of Caracal is not aware of any other business to come before the Meeting other than as set forth in the Notice of Meeting. If any other business properly comes before the Meeting, it is the intention of the persons named in the form of proxy enclosed to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

AUDITOR

The auditor of the Corporation is KPMG LLP, Chartered Accountants. KPMG LLP became the Corporation's auditor on August 5, 2011.

ADDITIONAL INFORMATION

Should Shareholders require further general information relating to Caracal, additional information is available on SEDAR at www.sedar.com. Financial information in respect of Caracal and its business activities is provided in Caracal's interim consolidated financial statements for the six month period ended June 30, 2013 and the related management's discussion and analysis. Copies of Caracal's financial statements and related management discussion and analysis are available upon request by contacting Caracal Energy Inc. by telephone at (403) 724-7200 or on the internet at www.caracalenergy.com.

A comparison version of the Articles reflecting each of the changes made as a result of the FTSE Amendment and Allotment and Pre-emption Rights Amendments will be available for inspection by a Shareholder (i) from the date of this Circular until completion of the Meeting at (a) the offices of the Corporation located at Suite 2100, 555 - 4th Ave SW, T2P 3E7, Calgary, Alberta, Canada by contacting the Corporate Secretary of the Corporation at (403) 724- 7200 or (b) the offices of the Corporation's UK counsel, Linklaters LLP, at One Silk Street, London, EC2Y 8HQ and (ii) at the location of the Meeting (Westwinds Room, 555 – 4th Avenue SW, Calgary, Alberta) from 10:15 a.m. (Calgary time) on October 3, 2013 until completion of the Meeting.

MANAGEMENT CONTRACTS

No management functions of the Corporation are performed by a person or company other than the directors or executive officers of the Corporation.

DIRECTORS' APPROVAL

The Board of Directors has approved the contents of this Circular and the delivery thereof.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Gary S. Guidry"

Gary S. Guidry President, Chief Executive Officer and Director September 6, 2013

APPENDIX A

Pursuant to Section 173(1)(g) of the Canada Business Corporations Act, Articles 4 and 5 of the rights, privileges, restrictions and conditions in respect of the Common Shares of the Corporation which are contained in Item 3 of the Articles of the Corporation are hereby deleted in their entirety and replaced with the following:

ARTICLE 4 ALLOTMENT

4.1 Subject to applicable law and relevant authority given to the Board by the shareholders, the Board has general and unconditional authority to issue (with or without conferring a right of renunciation), grant options over, or otherwise dispose of the unissued Common Shares, or rights to subscribe for or convert any security into Common Shares, to such persons, at such times and on such terms as the Board may decide, save that the Board may not issue, grant options over, or otherwise dispose of equity securities, other than (i) in accordance with this Article 4, Article 5 or any authority or power granted pursuant to Article 4 or Article 5; (ii) as permitted by an ordinary resolution of shareholders; or (iii) (for the avoidance of doubt) Common Shares which are being issued pursuant to a right to subscribe for, convert into or receive Common Shares, in accordance with the terms of an equity security that has previously been validly issued or granted by the Corporation.
4.2 The Board be generally and unconditionally authorised to exercise for each Allotment Period all powers of the Corporation to issue equity securities to such persons, at such times and on such terms as they think proper, up to:
4.2.1 an aggregate number of Common Shares (including Common Shares that may be issued pursuant to rights to subscribe for, convert into or receive Common Shares) equal to the Authorised Allotment Amount; and
4.2.2 in connection with a rights issue only, a further number of Common Shares (including Common Shares that may be issued pursuant to rights to subscribe for, convert into or receive Common Shares) equal to the Rights Issue Allotment Amount.
4.3 During each Allotment Period, the Board shall be empowered to issue equity securities wholly for cash pursuant to and within the terms of the authority in Article 4.2:
4.3.1 in connection with a rights issue;
4.3.2 in connection with a pre-emptive offer, up to an aggregate number of Common Shares (including Common Shares that may be issued pursuant to rights to subscribe for, convert into or receive Common Shares) equal to the Authorised Allotment Amount; and
4.3.3 otherwise than in connection with a rights issue or pre-emptive offer, up to an aggregate number of Common Shares (including Common Shares that may be issued pursuant to rights to subscribe for, convert into or receive Common Shares) equal to the Non-Pre-Emptive Amount,

as if Article 5 did not apply to any such issuance or sale.

4.4 By any such authority and power, the Board may, during the Allotment Period, make offers or agreements which would or might require securities to be issued or sold, or rights to be granted over them, notwithstanding that authority under this Article has expired, if they are issued or sold, or rights are granted over them, in pursuance of an offer or agreement made by the Corporation before the authority expired and the authority allowed it to make such offer or agreement which would or might require such securities to be issued or sold, or rights to be granted over them, after the authority expired as if the authority or power conferred upon them had not expired.
4.5 For the purposes of this Article 4 and Article 5:
4.5.1 "allot" or "allotment" shall include references to both the allotment and subsequent issuance of such securities;
4.5.2 the "Allotment Period" means the period for which the authority conferred by Article 4.2 is granted or renewed by ordinary resolution stating the Authorised Allotment Amount for such period, provided that such period shall not be longer than five years;
4.5.3 the "Authorised Allotment Amount" means, for any Allotment Period, the number of Common Shares stated in the relevant ordinary resolution of shareholders granting or renewing the authority conferred by Article 4.2 for such period;
4.5.4 "Board" means the board of directors of the Corporation;
4.5.5 "Business Day" means a day that is not a Saturday or a Sunday, Christmas Day, Good Friday or a bank holiday in the United Kingdom or Calgary, Canada; and
4.5.6 "employees' share scheme" means a scheme for issuing securities, or encouraging or facilitating the holding of securities, of the Corporation by or for the benefit of:
(i) the bona fide employees, former employees, directors, former directors, consultants or former consultants of:
- (a) the Corporation;
- (b) any subsidiary of the Corporation; or
- (c) the Corporation's holding company or any subsidiary of the Corporation's holding company; or
(ii) the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or stepchildren of such employees or former employees;
4.5.7 "equity securities" means Common Shares or rights to subscribe for, or to convert securities into, Common Shares, other than (i) bonus shares allotted to shareholders or (ii) stock options, Common Shares or any other securities that would, apart from any renunciation or assignment of the right to their allotment, be held or issued under an employees' share scheme. For the avoidance of doubt, any reference to the allotment of equity securities includes the grant of such a right but not the allotment of Common Shares pursuant to such a right;
4.5.8 "issue" or "issuance" shall include any prior allotment or grant of a right to subscribe for, convert any other security into or to receive such securities;
4.5.9 the "Non-Pre-Emptive Amount" means, for any Allotment Period, the number of Common Shares stated in the relevant Special Resolution granting or renewing the power conferred by Article 4.3 for such period;
4.5.10 "paid up otherwise than in cash" means paid up otherwise than by, cash received by the Corporation, or a cheque received by the Corporation (in good faith which the Board have no reason to suspect will not be paid), or a release of a liability of the Corporation for a liquidated sum or an undertaking to pay cash to the Corporation at a future date, or payment by any other means giving rise to a present or future entitlement (of the Corporation or a person acting on the Corporation's behalf) to a payment, or credit equivalent to a payment, in cash and "cash" includes foreign currency;
4.5.11 "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Board to the holders of Common Shares (excluding any Common Shares held by the Corporation as treasury shares) on a record date fixed by the Board in proportion to their respective holdings of Common Shares but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements (including, for the avoidance of doubt, aggregating such fractional entitlements and selling them for the benefit of the Corporation), record dates, or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory;
4.5.12 "rights issue" means an offer to:
(i) holders of Common Shares in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) people who are holders of other equity securities if this is required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities,

to subscribe further securities by means of the issue of a renounceable letter (or other negotiable document)

which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

4.5.13 the "Rights Issue Allotment Amount" means, for any Allotment Period, the amount stated in the relevant ordinary resolution of shareholders granting or renewing the authority conferred by Article 4.2 for such period;
4.5.14 "Special Resolution" means a special resolution of the shareholders of the Corporation passed by a majority of not less than seventy five percent (75%) of the votes cast by shareholders who vote in respect of the resolution;
4.5.15 in the case of rights to subscribe for, or to convert any securities into, Common Shares, the number of Common Shares considered to be issuable upon the conversion of such rights or securities for the purposes of Article 4.2 shall be the aggregate number of Common Shares actually issuable upon the conversion of such rights or securities; and
4.5.16 a reference to the issuance of equity securities also includes the sale of equity securities in the Corporation that, immediately prior to the sale, were held by the Corporation as treasury shares.

ARTICLE 5 PRE-EMPTION RIGHTS

5.1 Subject to Article 4.3, this Article 5, and relevant authority given to the Board by Special Resolution, the Corporation shall not issue any equity securities wholly for cash unless issued in accordance with the provisions of this Article 5:
5.1.1 all equity securities to be issued (the "offer securities") shall first be offered by way of pre-emptive offer on the same or more favourable terms (the "initial offer");
5.1.2 the initial offer shall be made by written notice (the "offer notice") from the Board specifying the number and price of the offer securities and shall invite each shareholder to state in writing within a period, not being less than 10 Business Days (as defined in Article 5.3) (the first Business Day being the date on which the initial offer is first open for acceptance), whether they are willing to accept any offer securities and, if so, the maximum number of offer securities they are willing to take;
5.1.3 at the expiration of the time specified for acceptance in the offer notice, the Board shall allocate the offer securities to or amongst the members (or person(s) in whose favour the shareholder has renounced his rights of allotment) who shall have notified to the Board their willingness to take any of the offer securities but so that no shareholder shall be obliged to take more than the maximum number of offer securities notified by him under Article 5.1.2; and
5.1.4 if any offer securities remain unallocated after the initial offer, the Board shall be entitled to issue, grant options over or otherwise dispose of those offer securities to such persons in such manner as they think fit, provided that those offer securities shall not be disposed of on terms which are more favourable than the terms of the initial offer.
5.2 Article 5.1 does not apply to:
5.2.1 a particular issuance of equity securities if those equity securities are, or are to be, wholly or partly paid up otherwise than in cash, and, accordingly, the Board may issue or otherwise dispose of any equity securities for a consideration that is wholly or partly otherwise than in cash to such persons at such times and generally on such terms as they may think fit; or
5.2.2 (for the avoidance of doubt), a particular issuance of Common Shares which are issued pursuant to a right to subscribe for, convert into or receive Common Shares, in accordance with the terms of an equity security that has been validly issued or granted by the Corporation.
5.3 In relation to an offer to issue equity securities required by Article 5.1, a reference in Article 5 (however expressed) to the holder of Common Shares is to whoever was at the close of business on a date, to be specified in the offer, the holder of those Common Shares.

APPENDIX B

SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

Rights to dissent—(1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to:

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;

(d) be continued under section 188;

(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or

(f) carry out a going-private transaction or a squeeze-out transaction.

(2) Further right — A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

(2.1) If one class of shares—The right to dissent described in subsection (2) applies even if there is only one class of shares.

(3) Payment for shares—In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

(4) No partial dissent—A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) Objection—A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

(6) Notice of resolution—The corporation shall, within ten (10) days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

(7) Demand for payment — A dissenting shareholder shall, within twenty (20) days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty (20) days after learning that the resolution has been adopted, send to the corporation a written notice containing:

(a) the shareholder's name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

(8) Share certificate — A dissenting shareholder shall, within thirty (30) days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

(9) Forfeiture—A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

(10) Endorsing certificate — A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

(11) Suspension of rights—On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where:

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12);

(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice; or

(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9), in which case the shareholder's rights are reinstated as of the date the notice was sent.

(12) Offer to pay—A corporation shall, not later than seven (7) days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice:

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

(13) Same terms — Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

(14) Payment — Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten (10) days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty (30) days after the offer has been made.

(15) Corporation may apply to court—Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty (50) days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

(16) Shareholder application to court — If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty (20) days or within such further period as a court may allow.

(17) Venue—An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

(18) No security for costs — A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

(19) Parties — On an application to a court under subsection (15) or (16),

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

(20) Powers of court — On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

(21) Appraisers—A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

(22) Final order—The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

(23) Interest — A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

(24) Notice that subsection (26) applies— If subsection (26) applies, the corporation shall, within ten (10) days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(25) Effect where subsection (26) applies—If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty (30) days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(26) Limitation —A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities.

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Energy SpA — Proxy Solicitation & Information Statement 2013

4100_rns_2013-09-09_e527a998-200f-4d7c-a44b-e36f54c255ce.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Notice of Meeting of Shareholders

Proxy Statement and Information Circular

SPECIAL MEETING OF SHAREHOLDERS

CARACAL ENERGY INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF CARACAL ENERGY INC.

BY ORDER OF THE BOARD OF DIRECTORS

CARACAL ENERGY INC.

PROXY STATEMENT AND INFORMATION CIRCULAR

FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 3, 2013

PURPOSE OF SOLICITATION

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

VOTING OF PROXIES

ELECTRONIC VOTING INSTRUCTIONS THROUGH THE CREST VOTING SYSTEM

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

DEFINED TERMS

SPECIAL MEETING MATTERS

1. Amendment to Articles of the Corporation - FTSE eligibility requirements

2. Amendment to Articles of the Corporation – Allotment and Pre-emption Rights Provisions

A. Revisions to the provisions requiring Shareholder authorization for the allotment of Common Shares

B. Revisions to the provisions granting Pre-Emption Rights to holders of Common Shares

Unless a proxy specifies that the Common Shares it represents be voted against or withheld from voting in respect of the special resolution, the persons named in the enclosed form of proxy intend to vote in favor of the special resolution.

3. Approval of Annual Allotment Amounts

(collectively, the "Annual Allotment Amounts").

4. Approval of General Dis-application of Pre-emption Rights

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

OTHER BUSINESS

AUDITOR

ADDITIONAL INFORMATION

MANAGEMENT CONTRACTS

DIRECTORS' APPROVAL

BY ORDER OF THE BOARD OF DIRECTORS

APPENDIX A

ARTICLE 4 ALLOTMENT

ARTICLE 5 PRE-EMPTION RIGHTS

APPENDIX B

SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

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Energy SpA Proxy Solicitation & Information Statement 2013