HOUSTON, TEXAS–(Marketwired – Dec. 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 McGoldrick1 | 312,500 | – | 6,790,000 | 7,102,500 |
1 Mr. McGoldrick is a non-executive director and not a member of the management of the Company.
