17 Dec 2015 17:25
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
December 17, 2015
BOARD AND MANAGEMENT SHARE ARRANGEMENTS
HOUSTON, TEXAS (Marketwire - December 17, 2015) - Caza Oil & Gas, Inc. ("Caza" or the "Company") (TSX: CAZ) (AIM: CAZA) confirms that, as contemplated by the announcement (the "Prior Announcement") on December 15, 2015 of a US$45.5 million equity financing with Talara Opportunities V, LP ("Talara") and debt restructuring, certain members of management of the Company and of the board of directors of the Company entered into conditional arrangements on December 15, 2015 to exchange all of their exchangeable shares of Caza Petroleum, Inc., a majority-owned subsidiary of the Company, for an aggregate of 26,502,000 Common Shares (the "Exchange") and to purchase from Talara an aggregate of 176,863,889 Common Shares at an effective price of approximately US$0.0048 per share (the "Management Acquisition" and, together with the Exchange, the "Management Arrangements").
All Management Arrangements have been entered into on the terms described in the Prior Announcement without modification and there are no changes to the proposed transactions (collectively, the "Transactions") between Caza and Talara as described in the Prior Announcement. Readers are directed to the Prior Announcement for further information regarding such arrangements.
Completion of all Management Arrangements remains subject to satisfaction or waiver of the conditions pertaining to Talara's equity investment of US$45.5 million, including the approval of the Toronto Stock Exchange.
As outlined in the Prior Announcement, the number of Common Shares to be acquired pursuant to the Management Arrangements, and the resultant holdings of the relevant individuals is set out in the following table:
Name | Common Shares currently held | Common Shares to be acquired pursuant to the Management Acquisition | Common Shares to be acquired pursuant to the Exchange | Total Common Shares held |
W. Michael Ford | 575,968 | 62,422,549 | 6,790,000 | 69,788,517 |
James Markgraf | 344,019 | 10,403,758 | 840,000 | 11,587,777 |
Rich Albro | 303,848 | 10,403,758 | 5,292,000 | 15,999,606 |
Tony Sam | 437,543 | 62,422,549 | 6,790,000 | 69,650,092 |
Randy Nickerson | 469,833 | 31,211,275 | - | 31,681,108 |
John McGoldrick | 312,500 | - | 6,790,000 | 7,102,500 |
About Caza
Caza is engaged in the acquisition, exploration, development and production of hydrocarbons in the following regions of the United States of America through its subsidiary, Caza Petroleum, Inc.: Permian Basin (West Texas and Southeast New Mexico) and Texas and Louisiana Gulf Coast (on-shore).
For further information, please contact:
Caza Oil & Gas, Inc.
Michael Ford, CEO +1 432 682 7424 (Midland)
John McGoldrick, Chairman +351 282 471 010 (Portugal)
J. Russell Porter, Chairman of +1 713 739 1800 (Houston)
the Special Committee
Cenkos Securities plc
Neil McDonald +44 131 220 6939 (Edinburgh)
Nick Tulloch +44 131 220 9772 (Edinburgh)
VIGO Communications
Chris McMahon +44 20 7016 9570
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.
ADVISORY STATEMENT
Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Such information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "schedule", "continue", "estimate", "expect", "may", "will", "hope", "project", "predict", "potential", "intend", "could", "might", "should", "believe", "develop", "test", "anticipate", "enhance" and similar expressions. In particular, information regarding the terms, timing and completion of the Transactions or Management Arrangements contained in this news release constitutes forward-looking information within the meaning of securities laws.
Such forward looking information is subject to certain risks, assumptions and uncertainties including the risk that the Transactions are not completed. For more exhaustive information on these risks, assumptions and uncertainties you should refer to the Prior Announcement and to the Company's most recently filed annual information form which is available at www.sedar.com and the Company's website at www.cazapetro.com. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time except as may be required by securities laws.
This news release is not for dissemination in the United States or to any United States news services. The New Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be sold or offered for sale in the United States absent registration with the U.S. Securities and Exchange Commission except pursuant to an applicable exemption from registration thereunder, in each case in accordance with the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.