Caza Oil & Gas, Inc.
TSX : CAZ
AIM : CAZA

Caza Oil & Gas, Inc.

November 15, 2010 02:00 ET

Caza Oil & Gas Announces Third Quarter Results and Provides Operational Update

HOUSTON, TEXAS--(Marketwire - Nov. 15, 2010) - Caza Oil & Gas, Inc. ("Caza" or the "Company") (TSX:CAZ)(AIM:CAZA) is pleased to provide its unaudited financial and operational results for the three months ended September 30, 2010.

Third Quarter Operational Highlights



-- Bongo Prospect/O.B. Ranch #1 Well, Wharton County, Texas. The O.B. Ranch
#1 well reached a total depth of 16,280 feet on August 10, 2010. High
resolution electric log analysis indicated the well encountered in
excess of 100 feet of net potential pay in the Eocene, Cook Mountain
sand formation between 12,400-12,900 feet that could represent a
potentially significant discovery of natural gas and natural gas
condensate. Caza has a 43.28% working interest and an approximate 32.03%
net revenue interest in the well. (see Fourth Quarter Recent Events
below)

-- Hite Offset Prospect/Matthys-McMillan Gas Unit #2 Well, Wharton County,
Texas. The Matthys-McMillan Gas Unit #2 well was completed in the Yegua
formation and subsequently fracture stimulated on August 18, 2010. Caza
installed permanent production equipment, including a gas lift system,
and brought the well on production. Caza has a 19.61% working interest
and a 14.32% net revenue interest in the well. (see Fourth Quarter
Recent Events below)

-- Arran Prospect, Acadia Parish, Louisiana. Preparatory activities
continued on the Arran prospect in anticipation of drilling the Marian
Baker #1 well to a depth of approximately 16,000 feet. (see Fourth
Quarter Recent Events below)

-- Windham Wolfberry Prospect, Upton County, Texas. The Caza 158 #1 well
reached its target depth having encountered multiple potential pay sands
and was fracture stimulated in the Atoka formation at a depth of
approximately 11,000 feet on October 11, 2010. Caza will issue an update
once the fracture fluid is recovered and test rates are established. The
second well on the prospect, the Caza 162 #1 well, reached a total depth
of 11,287 feet on October 11, 2010. Electric logs indicated multiple
potential pay zones. Production casing was set, and the operator is
preparing the 162 well for fracture stimulation. Caza currently has a
25.0% working interest and an 18.75% net revenue interest in each well.


Fourth Quarter Recent Events



-- Bongo Prospect/O.B. Ranch #1 Well, Wharton County, Texas. Caza began the
completion procedure on the O.B. Ranch #1 well on November 13, 2010. The
well was perforated between 12,494 feet and 12,826 feet across selective
intervals. Following fracture stimulation, the well will be flow tested
to establish stabilized rates over the next few weeks. Caza has also
acquired an additional 1.04% working interest in the well and remaining
prospect acreage from an internal partner, which has been included in
the working/net revenue interest figures listed above in the Third
Quarter Operational Highlights section.

-- Hite Offset Prospect/Matthys-McMillan Gas Unit #2 Well, Wharton County,
Texas . Average gross production rates for the month of October for the
Matthys-McMillan Gas Unit #2 well were 146 barrels of condensate per day
and 480,000 cubic feet of natural gas per day. Management is pleased
that the well is performing as expected.

-- Arran Prospect, Acadia Parish, Louisiana. Caza expects to commence
drilling the Marian Baker #1 well on or before December 15, 2010. Caza
has acquired additional working interest from two internal partners in
the prospect and will now participate with a 25% working interest before
casing point and a 35.94% working interest after casing point in the
Marian Baker #1 well with an approximate net revenue interest of 26.24%.

-- Haakon Property/Thisco #3 Well, St. Landry Parish, Louisiana. Caza
recently participated in a plug back operation in the Thisco #3 well in
Washington Field. The well is now producing 116 barrels of oil per day
on test from an interval between 7,703 feet and 7,708 feet. Caza
currently has a 22% working interest and a 16.28% net revenue interest
in the well.


Third Quarter Financial Highlights



-- General and administrative expenses were $1,021,306 ($979,192 net of
reimbursements) for the three-month period ended September 30, 2010 as
compared to $938,483 ($267,295 net of reimbursements) for the
comparative period in 2009. The change in net general and administration
costs resulted from the expiration of certain joint venture agreements
that provided reductions in overhead costs.

-- Caza's production decreased 33% to 77,697 Mcfe for the three-month
period ended September 30, 2010, down from 116,013 Mcfe for the
comparative period in 2009. The production decrease is primarily due to
the sale of the Glass Ranch properties.

-- Caza had a cash balance of $3,605,393 as of September 30, 2010, as
compared to $9,375,345 at June 30, 2010 and $9,268,547 at December 31,
2009. Caza's working capital balance at September 30, 2010 was
$4,055,344 as compared to $8,376,463 at December 31, 2009. The decrease
in Caza's working capital balance primarily represents the investments
made to drill the Matthys-McMillan Gas Unit #2 and O. B. Ranch #1 wells.

-- Revenues from oil & gas sales decreased 29% to $395,725 for the three-
month period ended September 30, 2010, down from $553,793 for the
comparative period in 2009. The decrease in revenues was primarily due
to the sale of the Glass Ranch properties.


W. Michael Ford, Chief Executive Officer commented:

"We are pleased with our recent operational results, which should provide future production that should more than offset recent production declines. Our strategy of acquiring additional interests in our large, high-impact projects will expose Caza to numerous development opportunities along with significant reserves, if successful, which will provide a platform for measurable growth. We look forward to the opportunities that lie ahead."

Copies of the Company's unaudited financial statements for the third quarter ended September 30, 2010 and the accompanying management's discussion and analysis are available on SEDAR at www.sedar.com and the Company's website at www.cazapetro.com.

In accordance with AIM Rules - Guidance Note for Mining, Oil and Gas Companies, the information contained in this announcement has been reviewed and approved by Anthony B. Sam, Vice President Operations of Caza who is a Petroleum Engineer and a member of The Society of Petroleum Engineers.

ADVISORY REGARDING FORWARD LOOKING STATEMENTS

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", "project", "predict", "potential", "significant", "pay", "targeting", "intend", "could", "might", "should", "believe", "large", "high-impact", "measurable", "development", "test" and similar expressions. Information regarding the, Bongo Prospect, O.B. Ranch #1 well, the Hite Offset prospect, Matthys-McMillan Gas Unit #2 well, the Arran Prospect, Marian Baker #1 well, the Windham Wolfberry prospect, Caza 158 #1 well, Caza 162 #1 well, the Haakon property, Thisco #3 well, Washington Field, potential production of flow rates contained in this news release constitutes forward-looking information within the meaning of securities laws.

Implicit in this information, particularly in respect of "Bongo Prospect", "O.B. Ranch #1 well", "Eocene, Cook Mountain", "Hite Offset prospect", "Matthys-McMillan Gas Unit #2 well", "Yegua", "Arran Prospect", "Marian Baker #1 well", "Windham Wolfberry prospect", "Caza 158 #1 well", "Caza 162 #1 well", "Haakon property", "Thisco #3 well", "G4 sand", "G3 sand", "Washington Field", "completion", "drilling", "flow tested", "pay", "large, high-impact prospects", "permanent production equipment" and "production rates" are assumptions regarding projected revenue and expenses and well performance. Specifically, the Company has assumed that these agreements, prospects and/or activities will produce positive results. These assumptions, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are cautioned that actual future operating results and economic performance of the Company are subject to a number of risks and uncertainties, including general economic, market and business conditions and could differ materially from what is currently expected as set out above.

For more exhaustive information on these risks and uncertainties you should refer to the Company's most recently filed annual information form which is available at www.sedar.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.

Mcfe may be misleading, particularly if used in isolation. An Mcfe conversion ratio of 1 bbl:6 Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the well head.



Caza Oil & Gas, Inc.
Consolidated Balance Sheets
(Unaudited)

(In United States dollars) September 30, 2010 December 31, 2009
----------------------------------------------------------------------------
Assets

Current
Cash and cash equivalents $ 3,605,393 $ 9,268,547
Accounts receivable 3,217,268 3,973,085
Prepaid and other 83,024 278,914
--------------------------------------------
6,905,685 13,520,546

Property and equipment (Note 3) 37,694,036 36,201,223
--------------------------------------------

$ 44,599,721 $ 49,721,769
--------------------------------------------
Liabilities

Current
Accounts payable and accrued
liabilities $ 2,850,341 $ 5,144,083

Asset retirement obligations
(Note 4) 651,185 549,450
--------------------------------------------
3,501,526 5,693,533
Shareholders' Equity
Share capital (Note 5(b)) 47,941,947 51,212,097
Contributed surplus (Note
5(e)) 8,493,826 4,805,074
Deficit (15,337,578) (11,988,935)
--------------------------------------------
41,098,195 44,028,236
--------------------------------------------

$ 44,599,721 $ 49,721,769
--------------------------------------------



See accompanying notes to the interim consolidated financial statements


Caza Oil & Gas, Inc.
Consolidated Statements of Net Loss, Comprehensive Loss, and Deficit
(Unaudited)

Three months ended Nine months ended
September 30, September 30,
(In United States
dollars) 2010 2009 2010 2009
----------------------------------------------------------------------------
Revenue
Petroleum and
natural gas $395,725$ 553,793 $ 1,491,273 $ 1,668,792
Interest income
and other income 172 193 472 3,074
--------------------------------------------------------
395,897 553,986 1,491,745 1,671,866
--------------------------------------------------------
Expenses
Production 132,219 219,709 541,319 633,246
General and
administrative 979,192 267,295 2,253,373 1,884,971
Depletion,
depreciation,
amortization and
accretion 623,898 620,405 2,045,696 2,025,199
--------------------------------------------------------
1,735,309 1,107,409 4,840,388 4,543,416
--------------------------------------------------------
Net loss and
comprehensive loss (1,339,412) (553,423) (3,348,643) (2,871,550)

Deficit, beginning
of period (13,998,166) (10,586,260) (11,988,935) (8,268,133)
--------------------------------------------------------
Deficit, end of
period $ (15,337,578)$(11,139,683)$ (15,337,578)$ (11,139,683)
--------------------------------------------------------
--------------------------------------------------------
Net loss per share
- basic and
diluted $ (0.01)$ (0.00)$ (0.02)$ (0.02)
--------------------------------------------------------
Weighted average
shares outstanding
- basic and
diluted (1) 145,821,000 145,821,000 145,821,000 145,821,000
--------------------------------------------------------
--------------------------------------------------------

(1) All options and warrants have been excluded from the diluted loss per
share computation as they are anti-dilutive.

See accompanying notes to the interim consolidated financial statements

Caza Oil & Gas, Inc.
Consolidated Statements of Cash Flows
(Unaudited)

Three months ended Nine months ended
September 30, September 30,
(In United States dollars) 2010 2009 2010 2009
----------------------------------------------------------------------------

CASH FLOWS RELATED TO THE FOLLOWING ACTIVITIES:
OPERATING
Net loss (1,339,412) (553,423) (3,348,643) (2,871,550)

Adjustments for items not
affecting cash:
Depletion, depreciation,
amortization and
accretion 623,898 620,405 2,045,696 2,025,199
Stock-based compensation 93,212 90,563 278,043 363,212
Changes in non-cash working
capital (Note 7(a)) 106,432 (232,037) (323,384) (2,928,631)
------------------------------------------------
Cash flows used in
operating activities (515,870) (74,492) (1,348,288) (3,411,770)
------------------------------------------------


INVESTING
Exploration and development
expenditures (2,504,625) (775,835) (6,007,271) (2,458,903)
Purchase of equipment - (7,464) (77,794) (7,464)
Proceeds from the sale of
oil & gas assets - - 1,800,000 -
Partner reimbursement - - 988,850 992,089
Changes in non-cash working
capital (Note 7(a)) (2,749,457) 758,431 (1,018,651) 1,898,675
------------------------------------------------
Cash flows used in
investing activities (5,254,082) (24,868) (4,314,866) 424,397
------------------------------------------------


DECREASE IN CASH AND CASH
EQUIVALENTS (5,769,952) (99,360) (5,663,154) (2,987,373)

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 9,375,345 11,215,814 9,268,547 14,103,827
------------------------------------------------

CASH AND CASH EQUIVALENTS,
END OF PERIOD 3,605,393 11,116,454 3,605,393 11,116,454
------------------------------------------------
------------------------------------------------

Supplementary information (Note 7)
See accompanying notes to the interim consolidated financial statements



Caza Oil & Gas, Inc.

Notes to Consolidated Financial Statements

(unaudited)



September 30, 2010

1. Basis of Presentation

Caza Oil & Gas, Inc. ("Caza" or the "Company") was incorporated under the laws of British Columbia on June 9, 2006 for the purposes of acquiring shares of Caza Petroleum, Inc. ("Caza Petroleum"). The Company and its subsidiaries are engaged in the exploration for and the development, production and acquisition of, petroleum and natural gas reserves.

In 2009 and continuing in 2010, the global credit crisis, the volatility in the price of natural gas, the recession in United States and the slowdown of economic growth in the rest of the world has created a substantially more volatile business environment. These conditions will limit certain of the Company's previously planned business development activities and it will continue to provide uncertainty for the Company's future.

The Company's ability to continue as a going concern is dependent upon its ability to attain profitable operations, generate sufficient funds there from, and continue to obtain capital from investors sufficient to meet its current and future obligations, including $2.4 million of expenditures related to proved undeveloped reserves (Note 3). During the nine months ended September 30, 2010, the Company incurred a net loss of $3.3 million however; the Company had a working capital surplus of $4.0 million. Although management's efforts to raise capital have been successful in the past, there is no certainty that they will be able to do so in the future. If the Company is unsuccessful in raising additional capital, the Company may have to sell or farm out certain properties. If the Company cannot sell or farm out certain properties, it will be unable to participate with joint venture partners and may forfeit rights to some of its properties. If the going concern basis is not appropriate, adjustments may be necessary to the carrying amounts and classification of the Company's assets and liabilities. The accompanying financial statements do not include any adjustments that might result if the Company is unable to continue as a going concern.

The interim unaudited consolidated financial statements of Caza have been prepared by management, in accordance with Canadian generally accepted accounting principles. The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the interim consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The interim consolidated financial statements have, in management's opinion, been properly prepared using careful judgment with reasonable limits of materiality. These interim consolidated financial statements do not include all the note disclosures required for annual financial statements and therefore they should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2009. The interim consolidated financial statements have been prepared following the same significant accounting policies as the most recently reported audited consolidated financial statements of Caza.

Caza's reporting currency is the United States ("US") dollar as the majority of its transactions are denominated in the currency.

2. Future Changes in Significant Accounting Policies

The Canadian Institute of Chartered Accountants ("CICA") issued the following new Handbook Sections, which were effective for interim periods beginning on or after January 1, 2010.



a. In January 2009, the AcSB issued Section 1582, Business Combinations,
which replaces former guidance on business combinations. Section 1582
establishes principles and requirements of the acquisition method for
business combinations and related disclosures. This statement applies
prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning
on or after January 2011 with earlier application permitted. Management
is currently assessing the impact of the adoption of this section on the
results of operations, financial position and disclosures.

b. In February 2008, the AcSB confirmed that all Canadian publicly
accountable enterprises will be required to adopt International
Financial Reporting Standards (IFRS) for interim and annual reporting
purposes for fiscal years beginning on or after January 1, 2011.
Management is currently assessing the impact of the convergence of
Canadian GAAP with IFRS on the results of operations, financial position
and disclosures.


3. Property and Equipment



----------------------------------------------------------------------
September 30, 2010 December 31, 2009
----------------------------------------------------------------------
Accumulated Accumulated
depletion depletion
and and
deprecia- Net Book deprecia- Net Book
Cost tion Value Cost tion Value
----------------------------------------------------------------------
Petroleum and
natural gas
properties
and
equip-
ment $44,655,927 $7,267,371 $37,388,556 $41,208,133 $5,349,421 $35,858,712

Office
equipment
and
furni-
ture $ 808,003 $ 502,523 $ 305,480 $ 730,209 $ 387,698 $ 342,511
----------------------------------------------------------------------
$45,463,930 $7,769,894 $37,694,036 $41,938,342 $5,737,119 $36,201,223
----------------------------------------------------------------------


At September 30, 2010, the cost of petroleum and natural gas properties includes $10,237,295 (December 31, 2009 - $11,662,047) relating to unproven properties which have been excluded from costs subject to depletion and depreciation. No events or circumstances suggest that the undeveloped properties, and all associated costs are impaired at September 30, 2010. Future development costs of proved undeveloped reserves of $2,421,862 were included in the depletion calculation at September 30, 2010 and $4,504,300 was included in the depletion calculation at December 31, 2009.

During the three and nine month periods ended September 30, 2010 the Company capitalized general and administrative expenses of $74,026 and $264,095 respectively (three and nine month periods ended September 30, 2009 - $58,887 and $481,492) directly relating to exploration and development activities of which $9,937 and $160,202 related to stock based compensation (three and nine month periods ended September 30, 2009 - $39,422 and $154,687).

4. Asset Retirement Obligations

The following table presents the reconciliation of the beginning and ending aggregate carrying amount of the obligation associated with the retirement of oil and gas properties:



September 30, 2010 December 31, 2009
-------------------- --------------------
Asset retirement obligation,
beginning of period $ 549,450 $ 493,919
Obligations incurred 88,814 30,915
Accretion 12,921 24,616
-------------------- --------------------
Asset retirement obligation, end of
period $ 651,185 $ 549,450
-------------------- --------------------


The undiscounted amount of cash flows, required over the estimated reserve life of the underlying assets, to settle the obligation, adjusted for inflation, is estimated at $1,078,830 (December 31, 2009 - $795,234). The obligation was calculated using a credit-adjusted risk free discount rate of 6 percent and an inflation rate of 3 percent. It is expected that this obligation will be funded from general Company resources at the time the costs are incurred with the majority of costs expected to occur between 2011 and 2040.

5. Share Capital

a. Authorized

Unlimited number of voting common shares.

b. Issued



Nine Months Ended Year Ended
September 30, 2010 December 31,2009
Shares Amounts Shares Amounts
Common shares
----------------------------------------------------------------------------
Balance
beginning and
end of period 119,319,000 $ 46,423,526 119,319,000 $ 46,423,526
----------------------------------------------------------------------------


Exchangeable
rights
----------------------------------------------------------------------------
Balance
beginning and
end of period 26,502,000 918,571 26,502,000 918,571
----------------------------------------------------------------------------


Opening balance
warrants 19,800,000 3,870,000 20,500,000 4,139,500
Expired broker
warrants (i) - - (700,000) (269,500)
Expired common
warrants (ii) (16,731,000) (3,270,150) - -
----------------------------------------------------------------------------
Balance end of
period 3,069,000 599,850 19,800,000 3,870,000
----------------------------------------------------------------------------

$ 47,941,947 $ 51,212,097
----------------------------------------------------------------------------

i. Caza issued 700,000 broker warrants to the selling agents as partial
consideration for their services. Each broker warrant entitled the
holder to purchase one common share at a price of CDN $0.80 per share,
approximately $0.79 per share, expired on December 12, 2009.
ii. The Company issued 19,800,000 warrants during the Companies initial
private placement in 2006. Each warrant entitles the holder to purchase
one common share at a price of CDN $1.00 per share, of which 16,731,000
expired on September 22, 2010.


c. Warrants

The following table summarizes the warrants outstanding as at September 30, 2010.



Number
Remaining Exercisable
Date of Number Exercise Contractual September 30,
Grant Outstanding Price Life Date of Expiry 2010
----------------------------------------------------------------------------
November 20, November 20,
2006 2,535,500 $ 1.00 0.14 2010 2,535,500
January 17, December 12,
2007 533,500 $ 1.00 0.20 2010 533,500
----------------------------------------------------------------------------
3,069,000 $ 1.00 3,069,000
----------------------------------------------------------------------------


d. Stock options

The maximum number of common shares for which options may be granted, together with shares issuable under any other share compensation arrangement of the Company, is limited to 10% of the total number of outstanding common shares (plus common shares that would be outstanding upon the exercise of all exchangeable rights) at the time of grant of any option. The exercise price of each option may not be less than the fair market value of the Company's common shares on the date of grant. Except as otherwise determined by the Board and subject to the limitation that the stock options may not be exercised later than the expiry date provided in the relevant option agreement but in no event later than 10 years (or such shorter period required by a stock exchange) from their date of grant, options cease to be exercisable: (i) immediately upon a participant's termination by the Company for cause, (ii) 90 days (30 days in the case of a participant engaged in investor relations activities) after a participant's termination from the Company for any other reason except death and (iii) one year after a participant's death. Subject to the Board's sole discretion in modifying the vesting of stock options, stock options will vest, and become exercisable, as to 331/3% on the first anniversary of the date of grant and 331/3% on each of the following two anniversaries of the date of grant. All options granted to a participant but not yet vested will vest immediately upon a change of control or upon the Company's termination of a participant's employment without cause. A summary of the Company's stock option plan as at September 30, 2010 and December 31, 2009 and changes during the respective periods ended on those dates is presented below.



September 30, 2010 December 31, 2009
Weighted Weighted
Number of Average Number of Average
Stock Options Options Exercise Price Options Exercise Price
----------------------------------------------------------------------------
Beginning of
period 5,371,667 $ 0.62 6,585,000 $ 0.61
Granted 7,970,000 0.07 - -
Exercised - - - -
Forfeited (706,667) 0.66 (1,213,333) 0.55
------------------------------------------------------------
End of period 12,635,000 $ 0.28 5,371,667 $ 0.62
------------------------------------------------------------
Exercisable, end
of period 3,851,666 $ 0.59 3,931,667 $ 0.59
------------------------------------------------------------
------------------------------------------------------------



Weighted
Average Number
Remaining Exercisable
Number Exercise Contractual September
Date of Grant Outstanding Price Life Date of Expiry 30, 2010
----------------------------------------------------------------------------
January 31,
2007 2,025,000 $ 0.50 6.34 January 31, 2017 2,025,000
December 12,
2007 1,900,000 $ 0.79 7.20 December 12, 2017 1,333,333
April 7, 2008 500,000 $ 0.59 7.52 April 7, 2018 333,333
August 11,
2008 240,000 $ 0.44 7.86 August 11, 2018 160,000
March 23,
2010 1,000,000 $ 0.07 9.48 March 23, 2020 -
April 9, 2010 6,300,000 $ 0.07 9.52 April 9, 2020 -
April 12,
2010 400,000 $ 0.07 9.53 April 12, 2020 -
May 19, 2010 250,000 $ 0.07 9.63 May 19, 2020 -
September 14,
2010 20,000 $ 0.35 9.95 September 14, 2020 -
----------------------------------------------------------------------------
12,635,000 $ 0.28 8.56 3,851,666





During the first nine months of 2010 7,950,000 options were granted at a fair value of $0.05 per option and 20,000 options were granted at $0.24 per option. The fair value of these options was determined using the Black-Sholes model with the following assumptions:



2010
------------
Dividend yield Nil
Expected volatility 115%
Risk free rate of return 4.00%
Weighted average life 3 years


e. Contributed surplus

The following table presents the changes in contributed surplus:



September 30, 2010 December 31, 2009
----------------------------------------------------------------------------
Balance, beginning of
period $ 4,805,074 $ 4,217,135
Expired warrants (i) 3,270,150 -
Expired broker warrants - 269,500
Forfeited stock options
(ii) (57,953) (196,875)
Stock based compensation
(ii) 476,555 515,314
----------------------------------------------------------------------------
Balance, end of period $ 8,493,826 $ 4,805,074
----------------------------------------------------------------------------

i. During the period ended September 30, 2010 16,731,000 warrants expired
with a value of $3,270,150.
ii. During the three and nine month periods ended September 30, 2010,
$93,212 and $278,043 of the stock based compensation expense was
recognized in the consolidated statement of cash flows (three and nine
month periods ended September 30, 2009 - $90,563 and $363,212) and
$9,937 and $160,202 was capitalized (three and nine month periods ended
September 30, 2009 - $39,422 and $154,686). During the nine month period
ended September 30, 2010, stock options in the amount of $57,953 were
forfeited. During the three and nine month periods ended September 30,
2010 stock options expensed in the amount of $10,999 and $38,310 were
forfeited.


6. Related Party Transactions

The aggregate amount of expenditures made to related parties:

In 2010, Singular Oil & Gas Sands, LLC ("Singular") agreed to participate in the drilling of the Matthys McMillan Gas Unit #2 and the O B Ranch #1 wells located in Wharton County, Texas. Under the terms of that agreement, Singular paid 14.01% of the drilling costs through completion to earn a 10.23% net revenue interest on the Matthys McMillan Gas Unit #2 well and paid 12.5% of the drilling costs to earn a 6.94% net revenue interest on the O B Ranch #1 well. This participation was in the normal course of Caza's business and on the same terms and conditions to those of other joint venture partners. Singular owes the Company $494,570 in joint venture partner receivables as at September 30, 2010. Singular is a related party as it is a company under common control with Zoneplan Limited, which is a significant shareholder of Caza.

All related party transactions are in the normal course of operations and have been measured at the agreed to exchange amounts, which is the amount of consideration established and agreed to by the related parties and which is comparable to those negotiated with third parties.

7. Supplementary Information

a. net change in non-cash working capital



Three months ended Nine months ended
September 30, September 30,
2010 2009 2010 2009
----------------------------------------------------------------------------
Provided by
(used in)
----------------

Accounts
receivable (1,003,149) (426,274) 755,817 1,173,115
Prepaid and
other 66,801 88,310 195,890 167,739
Accounts payable
and accrued
liabilities (1,706,677) 864,358 (2,293,742) (2,370,810)
------------------------------------------------------------
(2,643,025) 526,394 (1,342,035) (1,029,956)
------------------------------------------------------------

Summary of
changes
Operating 106,432 (232,037) (323,384) (2,928,631)
Investing (2,749,457) 758,431 (1,018,651) 1,898,675
------------------------------------------------------------
(2,643,025) 526,394 (1,342,035) (1,029,956)
------------------------------------------------------------



b. supplementary cash flow information



Three months ended Nine months ended
September 30, September 30,
2010 2009 2010 2009
----------------------------------------------------------------------------
Interest paid - 4 2,363 749
Interest received 172 193 472 3,074
----------------------------------------------------------------------------


c. cash and cash equivalents



September 30, 2010 December 31, 2009
----------------------------------------------------------------------------
Cash on deposit $ 327,581 $ 1,991,207
Money market
instruments 3,277,812 7,277,340
------------------------------------------------------
Cash and cash
equivalents $ 3,605,393 $ 9,268,547
------------------------------------------------------
------------------------------------------------------


The money market instruments bear interest at a rate of 0.02% as at September 30, 2010 (December 31, 2009 - 0.0099%). Cash on deposit is held with Wells Fargo Bank Texas and the money market account is a fund managed by Wells Fargo Brokerage Services, LLC investing in U.S. Treasury Bill securities.

8. Capital Risk Management

The Company's objectives when managing capital is to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company defines capital as shareholders' equity of $41,098,195 (December 31, 2009 - $44,028,236) plus working capital of $4,055,344 (December 31, 2009 - $8,376,463) and the undrawn portion credit facilities when available. Currently the Company does not have a credit facility in place. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company's objective is met by retaining adequate equity and working capital to provide for the possibility that cash flows from assets will not be sufficient to meet future cash flow requirements. The Board of Directors does not establish quantitative return on capital criteria for management; but rather promotes year over year sustainable profitable growth.

9. Financial Instruments

The Company holds various forms of financial instruments. The nature of these instruments and the Company's operations expose the Company to commodity price, credit, and foreign exchange risks. The Company manages its exposure to these risks by operating in a manner that minimizes its exposure to the extent practical.

a. Commodity Price Risk

The Company is subject to commodity price risk for the sale of natural gas. The Company may enter into contracts for risk management purposes only, in order to protect a portion of its future cash flow from the volatility of natural gas and natural gas liquids commodity prices. To date the Company has not entered into any forward commodity contracts.

b. Credit Risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the balance sheet date. A majority of the Company's financial assets at the balance sheet date arise from natural gas liquids and natural gas sales and the Company's accounts receivable that are with these customers and joint venture participants in the oil & natural gas industry. Industry standard dictates that commodity sales are settled on the 25th day of the month following the month of production. The Company's natural gas and condensate production is sold to large marketing companies. Typically, the Company's maximum credit exposure to customers is revenue from two months of sales. During the nine month period ended September 30, 2010, the Company sold 52.03% (nine month period ended September 30, 2009 - 59.73%) of its natural gas and condensates to a single purchaser. These sales were conducted on transaction terms that are typical for the sale of natural gas and condensates in the United States. In addition, when joint operations are conducted on behalf of a joint venture partner relating to capital expenditures, costs of such operations are paid for in advance to the Company by way of a cash call by the partner of the operation being conducted.

Caza management assesses quarterly whether there should be any impairment of the financial assets of the Company. At September 30, 2010, the Company had overdue accounts receivable from certain joint interest partners of $276,024 which were outstanding for greater than 60 days with $445,497 that was outstanding for greater than 90 days.

During the three month period ended September 30, 2010, there was no impairment required on any of the financial assets of the Company. At September 30, 2010, the Company's two largest joint venture partners represented approximately 16% and 14% of the Company's receivable balance (December 31, 2009 61% and 11% respectively). The maximum exposure to credit risk is represented by the carrying amount on the balance sheet of cash and cash equivalents and accounts receivable.

c. Foreign Currency Exchange Risk

The Company is exposed to foreign currency exchange fluctuations, as certain general and administrative expenses are or will be denominated in Canadian dollars and United Kingdom pounds sterling. The Company's sales of oil and natural gas are all transacted in US dollars. At September 30, 2010, the Company considers this risk to be relatively limited and not material and therefore does not hedge its foreign exchange risk.

d. Fair Value of Financial Instruments

The Company's cash and cash equivalents, which are classified as held for trading, are categorized as level 1 financial instruments.

All other financial assets are classified as loans or receivables and are accounted for on an amortized cost basis. All financial liabilities are classified as other liabilities. There are no financial assets on the balance sheet that have been designated as available-for-sale. There have been no changes to the aforementioned classifications during the year ended December 31, 2009.

e. Liquidity Risk

Liquidity risk includes the risk that, as a result of our operational liquidity requirements:



-- The Company will not have sufficient funds to settle a transaction on
the due date;
-- The Company will be forced to sell financial assets at a value which is
less than what they are worth; or
-- The Company may be unable to settle or recover a financial asset at all.


The Company's operating cash requirements including amounts projected to complete the Company's existing capital expenditure program are continuously monitored and adjusted as input variables change. These variables include but are not limited to, available bank lines, natural gas production from existing wells, results from new wells drilled, commodity prices, cost overruns on capital projects and regulations relating to prices, taxes, royalties, land tenure, allowable production and availability of markets. As these variables change, liquidity risks may necessitate the Company to conduct equity issues or obtain project debt financing. The Company also mitigates liquidity risk by maintaining an insurance program to minimize exposure to insurable losses. The financial liabilities as at September 30, 2010 that are subject to liquidity risk are accounts payable and accrued liabilities. The contractual maturity of these financial liabilities is generally the following sixty days from the receipt of the invoices for goods of services and can be up to the following next six months. Management believes that current working capital will be adequate to meet these financial liabilities as they become due.

10. Subsequent Event

On November 15, 2010, the Company sold 45,000,000 common shares at a price of GBP 0.42 (approximately CA $0.68) per share, to raise GBP 18.9 million (before expenses) (approximately CA $30.6 million) from investors in the United Kingdom. Admission of the 45,000,000 common shares is expected to occur on November 19, 2010.




The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

Contact Information

  • Caza Oil & Gas, Inc.
    Michael Ford
    CEO
    +1 432 682 7424
    or
    Caza Oil & Gas, Inc.
    John McGoldrick
    Chairman
    +18325731914/+447796861892
    www.cazapetro.com
    or
    Cenkos Securities plc
    Jon Fitzpatrick
    +44 20 7397 8900
    or
    Cenkos Securities plc
    Beth McKiernan
    +44 131 220 6939
    or
    Conduit PR
    Jonathan Charles/Ed Portman
    +44 20 7429 6611