TIDMCAZA
RNS Number : 1110K
Caza Oil & Gas, Inc.
24 December 2015
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
December 24, 2015
CAZA OIL & GAS ANNOUNCES CLOSING OF
US$45.5 million EQUITY FINANCING
WITH Talara OPPORTUNITIES V, LP
AND DEBT RESTRUCTURING
HOUSTON, TEXAS (Marketwire - December 24, 2015) - Caza Oil &
Gas, Inc. ("Caza" or the "Company") (TSX: CAZ) (AIM: CAZA)
announces that it has today closed (the "Closing") the equity
financing and debt restructuring transactions announced on December
15, 2015, including the issue and sale to Talara Opportunities V,
LP ("Talara") of 9,467,419,937 common shares ("Common Shares") for
gross proceeds of US$45.5 million at an effective price of
US$0.0048 per share (equivalent to approximately 0.32 pence per
Common Share) (the "Private Placement"). Talara is a private
investment fund advised by Talara Capital Management, LLC.
Closing followed receipt of requisite approvals from the Toronto
Stock Exchange, including permission to rely on the financial
hardship exemption provided for in the TSX Company Manual.
Concurrently with Closing, the Company paid an aggregate of
US$43.9 million to YA Global Master SPV Ltd., GSC SICAV p.l.c.
(collectively, the "Yorkville Parties") and to Apollo Investment
Corporation ("Apollo") (Nasdaq: AINV), to extinguish all debts and
obligations owed to them by the Company and its subsidiaries, as
well as all oil and gas interests previously granted to Apollo by
the Company. The remaining proceeds of the Private Placement have
been allocated to working capital for general corporate purposes,
including payment of transaction expenses.
Completion of the Private Placement and of the settlements with
the Company's former lenders and certain trade creditors, has
materially improved the Company's working capital position and cash
flow through the elimination of monthly interest payments to Apollo
of approximately US$450,000 and an overriding royalty in respect of
certain of its producing assets formerly held by Apollo. These
improvements in the Company's financial position have secured its
ability to continue as a going concern, eliminated the significant
uncertainties associated with the now-terminated Apollo credit
facility and should allow it to obtain lower cost capital, which
may be used to implement its business plan when commodity prices
improve.
In connection with Closing, certain members of the Company's
management ("Management") and board of directors (the "Board")
exchanged all of their exchangeable shares of Caza Petroleum, Inc.,
a majority-owned subsidiary of the Company ("Caza Petroleum"), for
a total of 26,502,000 Common Shares pursuant to pre-existing rights
(the "Exchange"), and also acquired 176,863,889 Common Shares from
Talara at the Private Placement price of US$0.0048 per share (the
"Management Acquisition"), in each case as previously announced on
December 17, 2015. In addition, ownership of approximately
29,878,886 Common Shares previously held by the Yorkville Parties
has been transferred back to the Company and should no longer be
considered outstanding.
The following table shows the number of Common Shares acquired
by the continuing members of the Board and Management pursuant to
the Exchange and the Management Acquisition:
Common
Shares Common Total
Common acquired Shares Common % of Common
Shares pursuant acquired Shares Shares
Previously to Management pursuant Currently Currently
Name Held Acquisition to Exchange Held Outstanding
------------ ------------ --------------- ------------- ----------- -------------
W. Michael
Ford 575,968 62,422,549 6,790,000 69,788,517 0.72%
------------ ------------ --------------- ------------- ----------- -------------
James
Markgraf 344,019 10,403,758 840,000 11,587,777 0.12%
------------ ------------ --------------- ------------- ----------- -------------
Rich Albro 303,848 10,403,758 5,292,000 15,999,606 0.16%
------------ ------------ --------------- ------------- ----------- -------------
Tony Sam 437,543 62,422,549 6,790,000 69,650,092 0.71%
------------ ------------ --------------- ------------- ----------- -------------
Randy
Nickerson 469,833 31,211,275 - 31,681,108 0.33%
------------ ------------ --------------- ------------- ----------- -------------
As a result of the Private Placement and the other transactions
described above, Talara now holds 9,290,556,048 Common Shares
(representing approximately 95.3% of the outstanding Common Shares)
and members of Management together hold 198,707,100 Common Shares
(representing approximately 2.0% of the outstanding Common
Shares).
Imperial Capital acted as sole placement agent and financial
advisor to the Company.
Board Reconstitution
In addition, the Board of the Company was reconstituted at
Closing and now consists of David Zusman, David Young, Andrew
Heyman and Sharon O'Shea, being Talara nominees, and J. Russell
Porter and Cornelius Dupré II, who remain on the Board as
non-executive directors. W. Michael Ford continues to lead the
Management team as Chief Executive Officer and a director of Caza
Petroleum. The Company thanks John R. McGoldrick and David McManus,
who have graciously agreed to resign as directors of the Company
for geographic convenience in connection with the completion of
these transactions.
Further information regarding Messrs. Zusman, Heyman and Young
and Ms. O'Shea, is set forth below:
Full Name (Age) and Principal Current directorships Previous directorships
Occupation or partnerships or partnerships
in last 5 years
------------------------------ ------------------------- -----------------------
David Marcus Zusman (40) Talara Capital None
Managing Partner and Chief Management
Investment Officer Lighthouse Oil
Talara Capital Management, & Gas
LLC Viola Oil & Gas
New Century Exploration
------------------------------ ------------------------- -----------------------
Sharon Mary O'Shea (44) None None
Chief Financial Officer
Talara Capital Management,
LLC
------------------------------ ------------------------- -----------------------
Andrew Reuben Heyman (40) Talara Capital None
Partner Management
Talara Capital Management,
LLC
------------------------------ ------------------------- -----------------------
David Thomas Young (35) None Reddy Ice
Director
Talara Capital Management,
LLC
------------------------------ ------------------------- -----------------------
There is no other information that is required to be disclosed
with regards to the proposed appointments of Messrs. Zusman, Hayman
and Young and Ms. O'Shea pursuant to Schedule 2 paragraph (g) of
the AIM Rules, save as set out in the table above.
Admission to AIM
Application has been made to the London Stock Exchange for the
9,467,419,937 Common Shares issued and sold to Talara to be
admitted to trading on AIM, and admission is expected to become
effective on December 31, 2015. These Common Shares will rank pari
passu with the existing Common Shares in issue.
Following admission, the Company will have 9,744,153,908 Common
Shares admitted to trading. The figure of 9,744,153,908 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 Conduct Authority's Disclosure and Transparency
Rules.
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)
Richard Albro, VP Land and Secretary +1 281 363 4442 (Houston)
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 use of proceeds and the Company's ability
to continue as a going concern or future financial position
contained in this news release constitutes forward-looking
information within the meaning of securities laws.
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