CIC ENERGY ANNOUNCES AN ALL-CASH OFFER FROM JSW ENERGY LIMITED TO ACQUIRE CIC
ENERGY

/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

ROAD TOWN, Tortola, British Virgin Islands, Nov. 23 /CNW/ - CIC Energy Corp. ("CIC Energy" or the "Company") (TSX:ELC, BSE:CIC Energy) is pleased to announce that it has entered into a binding agreement (the "Agreement") with JSW Energy Limited ("JSW"), a power company listed on the National Stock Exchange and the Bombay Stock Exchange, whereby JSW has agreed to offer to acquire 100% of the issued and outstanding shares of the Company, including shares issuable pursuant to the exercise of outstanding options, (the "Offer") for CDN$7.42 per share pursuant to a formal take-over bid.  Shareholders will be entitled to tender all of their shareholdings to the Offer.

The Offer represents a premium of 203% to the volume weighted average trading price for CIC Energy's shares on the TSX for the 30-trading day period ending September 14, 2010, the day prior to the announcement of the first proposal CIC received with respect to the acquisition of the Company.  It also represents a premium of 159% to the closing price of CIC Energy's shares on the same date. The Offer values the total equity of CIC Energy at approximately CDN$422 million on 56.8 million shares (including all common options and excluding unvested warrants). The Board of Directors of the Company has received an opinion from its financial advisor, Deutsche Bank Securities Inc., that the consideration to be received by CIC Energy shareholders (excluding JSW and its affiliates) under the Offer is fair, from a financial point of view, to such shareholders. The Board has determined to recommend acceptance of the Offer by CIC Energy shareholders.

"We believe that the terms of this offer provide fair value for CIC Energy shareholders in the current environment", said Mr. Warren Newfield, Chairman and CEO of CIC Energy. "With South Africa's increasingly apparent shift in energy policy the outlook for coal based power producers looking to supply South Africa has weakened."

The transaction has been approved by the respective boards of directors of JSW and CIC Energy. The Agreement currently contemplates that the transaction will be structured as a take-over bid for all of the outstanding common shares of CIC Energy, including shares issuable pursuant to the exercise of outstanding options.  Pursuant to the Agreement, JSW will be required to commence the Offer by December 20, 2010, subject to the satisfaction of certain conditions, including, but not limited to, the directors and officers of CIC Energy and other shareholders having entered into lock-up agreements with JSW under which they will agree to tender an aggregate of at least 20% of the outstanding shares of CIC Energy to the Offer, satisfactory specified confirmatory technical and legal due diligence by JSW, no material adverse changes respecting CIC Energy having occurred, and the receipt of certain Indian regulatory approvals. 

Each of the directors and officers of CIC Energy who holds shares in CIC Energy has indicated their intention to enter into a lock-up agreement with JSW and to tender their shares to the Offer.

The Company has agreed to customary standstill undertakings not to solicit or invite alternative bids or other acquisition proposals and the right to match covenants in favour of JSW. Such undertakings, however, would not prevent the board of directors of CIC Energy from discharging its fiduciary duties in the event it receives unsolicited superior offers.  CIC Energy has agreed to pay JSW a break fee of approximately CDN$10.5 million if the Offer is not completed in certain circumstances.

Full details of the Offer will be included in the offer documents to be filed with the regulatory authorities and mailed to CIC Energy shareholders in accordance with applicable securities laws.  The Offer is expected to remain open for at least 35 days following the commencement of the Offer (which is expected to occur on or before December 20, 2010). The Agreement provides for an outside date of February 28, 2011 for the completion of the Offer. Completion of the Offer will be subject to certain conditions, including, but not limited to, receipt of certain governmental assurances and all requisite regulatory approvals, the absence of any material adverse changes respecting the Company, the amendment and/or termination of certain contracts, the renewal of the Company's prospecting licences covering its coal resources, and acceptance of the Offer by CIC Energy shareholders owning not less than 66⅔% of the outstanding CIC Energy common shares on a partially-diluted basis.

Notwithstanding this proposed structure, should JSW reasonably determine that it would be mutually beneficial that the acquisition be effected by means of either a statutory merger, an amalgamation, business combination or a statutory scheme of arrangement, CIC Energy and JSW have, pursuant to the Agreement, agreed to take all steps to implement such alternate structure and the terms and conditions of such structure will, to the fullest extent practicable, be consistent with the terms and conditions contained in the Agreement, modified only as required to give effect to the alternate form of transaction to be used to effect the acquisition.  Any such amendment to the structure of the proposed acquisition will be disclosed by a subsequent press release.

Motilal Oswal Investment Advisors Pvt Ltd is the strategic advisor to CIC Energy for this transaction. As previously announced, Deutsche Bank Securities Inc. was appointed as the financial advisor to the Special Committee of the CIC Energy board of directors.

About CIC Energy Corp.

CIC Energy Corp. is engaged in the advancement of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa. This planned Complex consists of the Mmamabula Energy Project, the Mookane Domestic Power Project, the Export Coal Project and a potential Coal-to-Hydrocarbons Project.

CIC Energy has a treasury of approximately CDN$27 million and has 52,573,969 million shares outstanding and 70,160,417 shares fully diluted including 13,061,448 million warrants which have not vested. CIC Energy is listed on the Toronto Stock Exchange (TSX:ELC) and the Botswana Stock Exchange (BSE:CIC Energy). 

About JSW Energy Limited

JSW Energy is the independent power arm of the rapidly growing JSW Group. It is focused on delivering power solutions in the states of Karnataka, Maharashtra, Rajasthan, and Himachal Pradesh. The company has an operational capacity of 1,430 MW; additionally 1,710 MW of generating capacity is in an advanced stage of completion. The company is targeting an aggregate generation capacity of 12,070 MW by 2015-16. JSW Energy is an early entrant in the power trading business and is planning a presence in power transmission, distribution, generation through non-conventional sources, and tie-ups with well-known equipment manufacturers and suppliers. JSW Energy is working towards becoming a full-service integrated energy company.

JSW Group, under the leadership of Mr. Sajjan Jindal, is USD 5 billion enterprise with interests across various core economic sectors - Steel, Energy, Cement, Aluminium, Minerals, Infrastructure & logistics and IT.  The group apart from a Pan-India presence has global footprints across North America, South America, Africa, Europe and Middle East.  JSW group has a market captialisation of over US$ 10 billion. JSW Steel Limited, the flagship company of the JSW Group, is the largest private sector steel manufacturer in India in terms of installed capacity.

JSW cherishes people and believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement of all partners in the development process. JSW strives to achieve sustainable development in all spheres of life including education, health and livelihood, sports, promotion of arts and culture and environment protection.

Forward-Looking Information

This news release contains certain "forward-looking information".  All statements, other than statements of historical fact, that address activities, events or developments that CIC Energy believes, expects or anticipates will or may occur in the future are forward looking information.  Such forward looking information reflects the current expectations or beliefs of CIC Energy based on information currently available to CIC Energy.  Such forward-looking information includes, among other things, statements regarding the structure and timing of the Offer (including the expected timing of delivery of a formal take-over bid circular), the period during which the Offer is expected to remain open and the Company's belief that the terms of the Offer will provide fair value for CIC Energy shareholders in the current environment.  Forward-looking information is subject to significant risks and uncertainties and other factors that could cause the actual results to differ materially from those discussed in forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, CIC Energy or its shareholders. 

Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, the failure of the parties to satisfy the conditions precedent to the Offer (including, but not limited to, the lock-up agreements to be entered into by the directors and officers and certain other shareholders of CIC Energy representing, in the aggregate, less than 20% of the outstanding share of CIC Energy, JSW not being satisfied with the results of its confirmatory due diligence and delays in obtaining or failure to obtain the required governmental assurances and/or regulatory approvals), alternative transactions involving third parties which may result in the termination of the Agreement and/or the terms of the Agreement being changed, the failure to achieve any of the anticipated benefits of the Offer, the failure of the parties to satisfy the conditions precedent to the completion of the Offer (including, but not limited to, the failure to obtain any required governmental assurances and/or regulatory approvals, the occurrence of a material adverse change respecting the Company, the failure of CIC Energy to amend and/or terminate certain contracts within the requisite time, the failure of CIC Energy to obtain renewals of the Company's mineral licences covering its coal resources, and less than 66⅔% of the outstanding CIC Energy common shares (calculated on a partially-diluted basis) are tendered pursuant to the Offer), and other factors.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, CIC Energy disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.  Although CIC Energy believes that the assumptions inherent in forward-looking information (including, without limitation, that the conditions to JSW making and/or completing the Offer are satisfied within the times required) are reasonable, forward-looking statements are not guarantees of future performance and accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

For further information:

For additional information on CIC Energy and its projects visit the Company's website at www.cicenergy.com or contact:

Erica Belling, CFA, P.Eng.
VP Investor Relations
Tau Capital Corp.
Tel: [phone] x 243
Email: [email protected]