HOUSTON, TEXAS–(Marketwire – Mar 5, 2013) – Caza Oil & Gas, Inc. (CAZ.TO)(CAZA.L) (“Caza” or the “Company”) is admiring to advertise today that the Company entered into an Equity Adjustment Agreement (the “Agreement”) with Global Master SPV Ltd., an advance armamentarium managed by Yorkville Advisors Global, LP (“Yorkville”), in affiliation with its Standby Equity Distribution Agreement anachronous November 23, 2012 with Yorkville (the “SEDA”). Pursuant to the Agreement, the Company issued 3,846,154 accepted shares (the “New Accepted Shares”) to Yorkville at a amount of £0.13 per allotment for accumulated gain of £500,000.
Under the agreement of the Agreement, if on February 28, 2014 (“the Settlement Date”), the accepted allotment bazaar amount (determined as 95% of the boilerplate circadian aggregate abounding boilerplate amount of accepted shares (VWAP) during the above-mentioned 22 trading days) is greater than £0.13, again Yorkville will pay to the Company the aberration assorted by the cardinal of New Accepted Shares, and if the bazaar amount is beneath than £0.13 again the Company will pay to Yorkville the aberration assorted by the cardinal of New Accepted Shares. The Company has deposited in escrow £275,000 as aegis for this accidental acquittal obligation. Caza acknowledges that it may additionally advance its SEDA in affiliation with approaching issuances of accepted shares to Yorkville.
Application has been fabricated to the London Stock Exchange for the New Accepted Shares, which will rank pari passu with the Company”s outstanding accepted shares, to be accepted to trading on AIM, and acceptance is accepted to become able on March 8, 2013.
Following admission, the Company will accept 168,589,821 accepted shares outstanding. The amount of 168,589,821 accepted shares may be acclimated by shareholders as the denominator for the calculations by which they will actuate if they are appropriate to acquaint their absorption in, or change their absorption in, the Company beneath the Financial Services Authority”s Disclosure and Transparency Rules.
The New Accepted Shares accept not been, and will not be, registered beneath the United States Balance Act of 1933, as adapted (the “Securities Act”), and may not be offered, awash or delivered, anon or indirectly, in or into the United States or to or for the anniversary or anniversary of any U.S. being unless the balance are registered beneath the Balance Act or an absolution from the allotment requirements of the Balance Act is available. This columnist absolution does not aggregate an action to advertise or address of an action to buy any securities, nor shall there be any auction of balance in any accompaniment in the United States in which such offer, address or auction would be unlawful.
W. Michael Ford, the Chief Executive Officer, commented:
“We are admiring to complete this adjustment of accepted shares with Yorkville in affiliation with our SEDA. We intend to use the £225,000, which is anon accessible from the auction of these shares, to advance our absolute oil and gas backdrop and for accommodation claim and accepted accumulated purposes.”
Caza is affianced in the acquisition, exploration, development and assembly of hydrocarbons in the afterward 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).
Information in this account absolution that is not accepted or absolute absolute advice may aggregate advanced advice aural the acceptation of balance laws. Such advice is often, but not always, articular 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 agnate expressions. In particular, advice apropos payments beneath the Agreement, the acceptance of the New Accepted Shares to AIM, Caza”s use of the SEDA, and the use of gain from the arising of the New Shares independent in this account absolution constitutes advanced advice aural the acceptation of balance laws.
Implicit in this information, are assertive assumptions apropos the availability of the SEDA, the achievement of assertive altitude in the Agreement or added affairs and the use of proceeds. These assumptions, although advised reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are cautioned that absolute approaching operations, operating after-effects and bread-and-er achievement of the Company are accountable to a cardinal of risks and uncertainties, including accepted economic, bazaar and business altitude and could alter materially from what is currently accepted as set out above.
For added all-embracing advice on these risks and uncertainties you should accredit to the Company”s best afresh filed anniversary advice anatomy which is accessible at www.sedar.com and the Company”s website at www.cazapetro.com. You should not abode disproportionate accent on advanced advice and should not await aloft this advice as of any added date. While we may accept to, we are beneath no obligation and do not undertake to amend this advice at any accurate time except as may be appropriate by balance laws.
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