5 Mar 2013 07:00
March 5, 2013
CAZA OIL & GAS ANNOUNCES
PRIVATE PLACEMENT AND EQUITY ADJUSTMENT AGREEMENT
HOUSTON, TEXAS (Marketwire - March 5, 2013) - Caza Oil & Gas, Inc. ("Caza" or the "Company") (TSX: CAZ) (AIM: CAZA) is pleased to announce today that the Company entered into an Equity Adjustment Agreement (the "Agreement") with Global Master SPV Ltd., an investment fund managed by Yorkville Advisors Global, LP ("Yorkville"), in conjunction with its Standby Equity Distribution Agreement dated November 23, 2012 with Yorkville (the "SEDA"). Pursuant to the Agreement, the Company issued 3,846,154 common shares (the "New Common Shares") to Yorkville at a price of £0.13 per share for aggregate proceeds of £500,000.
Under the terms of the Agreement, if on February 28, 2014 ("the Settlement Date"), the common share market price (determined as 95% of the average daily volume weighted average price of common shares (VWAP) during the preceding 22 trading days) is greater than £0.13, then Yorkville will pay to the Company the difference multiplied by the number of New Common Shares, and if the market price is less than £0.13 then the Company will pay to Yorkville the difference multiplied by the number of New Common Shares. The Company has deposited in escrow £275,000 as security for this contingent payment obligation. Caza acknowledges that it may also utilize its SEDA in connection with future issuances of common shares to Yorkville.
Application has been made to the London Stock Exchange for the New Common Shares, which will rank pari passu with the Company's outstanding common shares, to be admitted to trading on AIM, and admission is expected to become effective on March 8, 2013.
Following admission, the Company will have 168,589,821 common shares outstanding. The figure of 168,589,821 common shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change their interest in, the Company under the Financial Services Authority's Disclosure and Transparency Rules.
The New Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of any U.S. person unless the securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. 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.
W. Michael Ford, the Chief Executive Officer commented:
"We are pleased to complete this placement of common shares with Yorkville in conjunction with our SEDA. We intend to use the £225,000, which is immediately available from the sale of these shares, to develop our existing oil and gas properties and for loan repayment and general corporate purposes."
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
John McGoldrick, Chairman +65 9731 7471 (Singapore)
Cenkos Securities plc
Jon Fitzpatrick +44 20 7397 8900 (London)
Neil McDonald +44 131 220 6939 (Edinburgh)
VSA Capital Limited
Andrew Raca +44 20 3005 5004
Malcolm Graham-Wood +44 20 3005 5012
M:Communications
Chris McMahon +44 20 7920 2330
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", "anticipation" and similar expressions. In particular, information regarding payments under the Agreement, the admission of the New Common Shares to AIM, Caza's use of the SEDA, and the use of proceeds from the issuance of the New Shares contained in this news release constitutes forward-looking information within the meaning of securities laws.
Implicit in this information, are certain assumptions regarding the availability of the SEDA, the satisfaction of certain conditions in the Agreement or other contracts and the use of proceeds. These assumptions, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are cautioned that actual future operations, operating results and economic performance of the Company are subject to a number of risks and uncertainties, including general economic, market and business conditions and could differ materially from what is currently expected as set out above.
For more exhaustive information on these risks and uncertainties you should refer 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.