22 May 2008 07:00
22 May 2008
CAZA OIL & GAS, INC. ("Caza" or the "Company") (TSX:CAZ) (AIM:CAZA)
FURTHER RE MILLENNIUM GLOBAL AND BOARD CHANGE
HOUSTON, TEXAS (May 22, 2008). Further to the announcement made by the Company at 8.00 a.m. (London time) on Friday, May 16, 2008 (the text of which is set out in the appendix below), the Company announces that it has agreed with Millennium Global Investments Ltd. ("Millennium Global") and Millennium Global Natural Resources Fund Ltd. ("MGNR") that MGNR will no longer seek to sell 2,846,550 common shares of Caza.
Instead, in order to divest Millennium Global and MGNR of the common shares acquired without the benefit of a take-over bid exemption, the following has been agreed:
(a) MGNR has surrendered 2,000,000 warrants (exercisable for 2,200,000 common shares of Caza);
(b) MGNR will hold 646,550 common shares until 30 June 2009 pursuant to the terms of the lock-in deed entered into at the time of Caza's initial public offering in December 2007 (such terms permitting disposal of such common shares only in limited circumstances) and, thereafter and until 31 December 2009, sell such shares only in accordance with the "orderly market" requirements of such lock-in deed. Furthermore, Millennium Global will procure that MGNR will refrain from voting such 646,550 common shares; and
(c) MGNR will donate to Caza upon completion of the disposition of 646,550 common shares the profit on the sale of 646,550 common shares, if any; and in respect of the future sale of an additional 2,200,000 common shares, donate to Caza the profit, if any, up to Cdn.$0.40 per share (being the difference between the exercise price of the surrendered warrants and the purchase price per share) minus the value of the warrants and any loss on the sale of the 646,550 common shares described in (b) above, if any.
In addition Caza announces that James Guiang (a non executive director of Caza) has notified the Board of Caza of his intention to stand down as a director of Caza with immediate effect.
FOR FURTHER INFORMATION PLEASE CONTACT:
Caza Oil & Gas, Inc.
John McGoldrick
Executive Chairman
+1 281 363 4442
Website: www.cazapetro.com
OR
Noble & Company Limited
Nick Naylor / Jamie Boyd
Nominated Adviser
+44 (0) 20 7763 2200
Appendix
Text of announcement made by Caza at 8.00 a.m. on Friday, May 16, 2008:
HOUSTON, TEXAS (May 16, 2008). Caza has become aware of the following announcement made by Millennium Global Investments Ltd. at 4.31pm Eastern Time on Tuesday, May 13, 2008:
"LONDON, May 13 /CNW/ - Millennium Global Investments Ltd. ("Millennium Global") has filed an early warning report in respect of the 3,300,000 common shares of Caza Oil & Gas, Inc. ("Caza") that were purchased by Millennium Global Natural Resources Fund Limited ("MGNR") in April 2008. Millennium Global is the investment manager of MGNR and has control and direction over the common shares of Caza purchased by MGNR.
Overall, as at April 30, 2008, Millennium Global has control and direction over 18,375,000 common shares of Caza and warrants exercisable to purchase 6,600,000 common shares of Caza representing in the aggregate 32.9% of the issued and outstanding common shares of Caza (after giving effect to the exercise of the warrants). These common shares are held in two funds as follows:
MGNR owns 7,700,000 common shares of Caza and holds warrants exercisable to purchase 2,200,000 common shares of Caza, representing in the aggregate 13.84% of the outstanding common shares of Caza (after giving effect to the exercise of the warrants held by MGNR).
Millennium Global Special Situations Americas Fund Limited ("MGSS") owns 10,675,000 common shares of Caza and warrants exercisable to purchase 4,400,000 common shares of Caza representing in the aggregate 20.45% of the issued and outstanding common shares of Caza (after giving effect to the exercise of the warrants held by MGSS).
Millennium Global's investment decision relating to MGNR's purchase of 3,300,000 common shares of Caza in April 2008 was made independent of any consideration relating to MGSS and pursuant to a process that is separate from the process by which investment decisions are made on behalf of MGSS.
The common shares of Caza were acquired by MGNR in the ordinary course of business, for investment purposes only and not for the purpose of exercising control or direction over Caza.
Certain of the common shares of Caza that Millennium Global acquired control and direction over in April 2008 were purchased inadvertently without the benefit of an exemption from the take-over bid requirements of applicable securities laws. Millennium Global has advised the Ontario Securities Commission of these purchases and is working in close co-operation with the regulator to rectify the situation. Millennium Global intends to sell 2,846,550 common shares of Caza in a prudent fashion over an extended period of time. Additional early warning reports will be filed as required by applicable securities laws as these common shares are sold."
The Board of Caza is discussing the implications of this announcement with Millennium Global Investments Ltd.