TIDMCAZA
RNS Number : 4883J
Caza Oil & Gas, Inc.
17 December 2015
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 Common Shares Common Shares Total Common
currently to be acquired to be acquired Shares held
held pursuant pursuant
to the Management to the Exchange
Acquisition
----------------- -------------- ------------------- ----------------- -------------
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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