RNS Number : 1345V
Caza Oil & Gas, Inc.
23 May 2008
May 23, 2008
CAZA OIL & GAS, INC. ("Caza" or the "Company") (TSX:CAZ) (AIM:CAZA)
PROPOSED PLACING OF NEW SHARES
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
HOUSTON, TEXAS (May 23, 2008) - Caza is pleased to announce a placing (the "Placing") to
raise £11.50 million before expenses
(equivalent to Cdn$22.36 million at an exchange rate of Cdn$1.9440/£1.00 (the "Exchange
Rate")).
Pursuant to the Placing, 50,000,000 new common shares (the "New Common Shares") are being
placed at a price of 23 pence per New Common
Share (equivalent to Cdn$0.447 per New Common Share at the Exchange Rate) (the "Placing
Price"). The net proceeds of the Placing, which is
not underwritten, will amount to £10.75 million (equivalent to Cdn$20.90 million at the
Exchange Rate). The Placing, which has been
arranged by Noble & Company Limited ("Noble"), is subject, inter alia, to regulatory approval
by the Toronto Stock Exchange (the "TSX") and
to shareholder approval (as required by the rules of the TSX).
The New Common Shares represent 72.1% of Caza's current issued and outstanding share
capital and 41.9% of the enlarged outstanding
common shares of Caza following the Placing and have been placed with certain UK institutional
investors and existing shareholders of the
Company. Following the Placing, Caza will have 119,319,000 outstanding common shares admitted
both to trading on AIM, a market operated by
the London Stock Exchange plc ("AIM"), and to listing on the TSX.
The net proceeds of the Placing will be used to fund the Company's exploration and
drilling programmes in South Texas, West Texas and
the Gulf Coast of the United States of America and to acquire additional exploration acreage.Caza currently operates in the onshore Texas
Gulf Coast region, south Louisiana, southeast New Mexico and the Permian Basin of West Texas.
In the event that the Placing does not
complete Caza will be unable fully to fund its proposed exploration and development programmes
and the Company may be required to seek
funding from other sources or dispose of some of its interests in its wells and exploration
properties.
Further details of the Placing
The Placing is conditional, inter alia, upon: (a) the TSX approving the Placing; (b)
Caza's shareholders approving the Placing (as
required by the rules of the TSX); and (c) the placing agreement between Noble and the Company
having become unconditional in all respects
and not having been terminated prior to admission of the New Common Shares to trading on AIM
by 8.00 a.m. (London time) on June 27, 2008 or
such later date (not being later than July, 11 2008) as the Company and Noble may agree.
A notice of a special meeting proposing the resolution required to obtain shareholders'
approval of the Placing will be sent to
shareholders shortly, along with an information circular more particularly describing the
Placing. It is currently anticipated by Caza that
the special meeting will be held at 10.00 a.m. Houston time on June 26, 2008 at The Woodlands
Waterway Marriott Hotel & Convention Center,
1601 Lake Robbins Drive, The Woodlands, Texas 77380, USA.
Application will be made to the London Stock Exchange plc to admit the New Common Shares
to trading on AIM. It is anticipated that such
trading on AIM in the New Common Shares will commence at 8.00 a.m. (London time) on June 27,
2008.
Application will also be made to the TSX to list the New Common Shares on the TSX. It is
anticipated that trading in the New Common
Shares on the TSX will commence on or about June 27, 2008. The Placing is subject, inter
alia, to regulatory approval by the TSX.
Change to date of the AGM
The Board of Caza announces that it has re-scheduled the Company's annual general meeting
(the "AGM"), which was due to be held at 10.00
a.m. on May 27, 2008. The AGM will now be held in conjunction with the special meeting to
approve the Placing at 10.00 a.m. (Houston time)
on June 26, 2008 at The Woodlands Waterway Marriott Hotel & Convention Center, 1601 Lake
Robbins Drive, The Woodlands, Texas 77380, USA.
Commenting on the Placing, John McGoldrick, Executive Chairman of Caza, said:
"We are delighted by the support shown by investors in Caza. The proceeds of the Placing
will be used to continue our drilling
programmes in Texas, Louisiana and New Mexico and we look forward to updating shareholders on
our progress as activities proceed."
About Caza
Caza is engaged in the acquisition, exploration, development and production of
hydrocarbons in the Texas Gulf Coast (on-shore), south
Louisiana, southeast New Mexico and the Permian Basin of West Texas regions of the United
States of America through its subsidiary, Caza
Petroleum, Inc. Caza is a company incorporated in Canada pursuant to the Business
Corporations Act (British Columbia).
For further information contact:
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
OR
Aquila Financial Ltd.
Peter Reilly
Financial Public Relations Advisers
+44 (0)118 979 4100
The distribution of this announcement and the Placing and/or the issue of the Placing
Shares in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement comes are required by the Company and
Noble & Company Limited, to inform themselves
about and to observe any such restrictions.
Except as otherwise permitted from the dealer registration and prospectus filing
requirements of applicable Canadian securities laws,
prior to the date that is four months and one day from the closing of the Placing, the New
Common Shares cannot be resold or transferred
into Canada or to a resident of Canada through the facilities of the TSX or otherwise.
The securities offered have not been registered under the U.S. Securities Act of 1933, as
amended, or the securities laws of any state,
and may not be offered or sold in the United States or to a U.S. Person (as defined in
Regulation S of the U.S. Securities Act) absent
registration or an applicable exemption from the registration requirements.
This communication to shareholders and the public contains certain forward-looking
statements. Actual results may differ materially from
those indicated by such statements. All statements, other than statements of historical fact,
included herein, are forward looking
statements that involve risks and uncertainties. There can be no assurance such statements
will prove to be accurate and actual results and
future events could differ materially from those anticipated in such statements.
This information is provided by RNS
The company news service from the London Stock Exchange
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