Talara Opportunities V, LP

May 11, 2016 19:48 ET

Talara Opportunities V, LP: Increase in Ownership of Caza Oil & Gas, Inc.

NEW YORK, NEW YORK--(Marketwired - May 11, 2016) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

This announcement is made by Talara Opportunities V, LP ("Talara") to comply with certain formalities under Canadian securities legislation respecting its ownership of securities of Caza Oil & Gas, Inc. ("Caza").

On May 10, 2016, the outstanding common shares of Caza ("Common Shares") were consolidated on the basis of 560,000,000 pre-consolidation Common Shares for one (1) post-consolidation Common Share (the "Consolidation"), with fractional shares resulting from the Consolidation either acquired by Caza by being rounded down and cancelled, or rounded up and changed to a whole share, as follows:

(a) each fractional post-consolidation Common Share that was less than one-half of a share was rounded down and cancelled, and in consideration therefor the holder is entitled to receive payment in the amount of US$0.00481 (less applicable withholdings, if any) for each pre-consolidation Common Share previously held; and

(b) each fractional post-consolidation Common Share that was at least one-half of a share was rounded up and changed to one whole post-consolidation Common Share.

Further information regarding the Consolidation, including Talara's proposal in respect thereof, is provided in the information circular of Caza dated April 1, 2016. Caza also issued a series of news releases in relation to the Consolidation on April 4, 2016, May 2, 2016 and May 11, 2016.

The ratio at which the previously-outstanding Common Shares were consolidated under the Consolidation caused all pre-consolidation Common Shares, other than those held of record by Talara (which, as described below, included certain Common Shares owned by members of Caza management), to became fractional shares that were acquired by Caza by being rounded down and cancelled.

Completion of the Consolidation therefore caused a reduction in the number of outstanding Common Shares, which increased Talara's securityholding percentage therein from approximately 95.34% to approximately 98.13%. Talara did not itself acquire any additional Common Shares under the Consolidation.

Immediately prior to the Consolidation becoming effective, Talara (i) owned and controlled 9,290,556,048 Common Shares, representing a securityholding percentage in the Common Shares of approximately 95.34%, and (ii) was also the registered holder (without beneficial ownership or control) of an additional 176,863,889 pre-consolidation Common Shares owned by members of Caza management.

After the Consolidation, Talara is the registered holder of all seventeen (17) post-consolidation Common Shares, with a beneficial interest therein of approximately 98.13% (the "Owned Interest") and the balance of approximately 1.87% (the "Management Interest") being owned by members of Caza management.

The Management Interest is attributable to the 176,863,889 pre-consolidation Common Shares that were (i) acquired by Talara on December 23, 2015 in a previously-announced private placement transaction and (ii) subsequently disposed of on the same day to members of Caza management, all as described in a previous news release of Talara dated December 24, 2015 and the securities acquisition report referred therein. Talara does not have ownership or control over the Management Interest. Talara is the registered holder of all seventeen (17) post-consolidation Common Shares, but as bare trustee, nominee and agent only with respect to the Management Interest.

The amount payable by Caza under the Consolidation to the former holders of post-consolidation Common Shares that were acquired by Caza by being rounded down and cancelled, is US$0.00481 (less applicable withholdings, if any) for each pre-consolidation Common Share that was so consolidated and cancelled. Accordingly, the total cash consideration payable for all 276,733,971 pre-consolidation Common Shares that, pursuant to the Consolidation, were consolidated, with the resulting fractional share acquired by Caza by being rounded down and cancelled, is US$1,331,090.40 (less applicable withholdings, if any).

Based on the Bank of Canada noon exchange rate on May 10, 2016 of USD 1.00 for CAD 1.2959, the Canadian dollar equivalent of the amount payable by Caza under the Consolidation is approximately Cdn. $0.00623 for each pre-consolidation Common Share consolidated and cancelled thereunder (Cdn. $1,724,960.05 for all such Common Shares).

The Consolidation effected a going-private transaction in respect of Caza. The only remaining shareholders of Caza are Talara, with the Owned Interest of approximately 98.13%, and members of Caza management, with the Management Interest of approximately 1.87%.

In connection with the Consolidation, the Common Shares will be delisted from the Toronto Stock Exchange and admission of the Common Shares to trading on the AIM market of the London Stock Exchange was cancelled. Caza will apply to cease to be a reporting issuer under securities legislation in all applicable Canadian jurisdictions.

Future changes in the assets, capital, business, corporate structure, governance, charter documents and other affairs of Caza will be in the discretion of its continuing shareholders and directors, as applicable.

A securities acquisition report regarding these transactions has been filed by Talara on SEDAR and is available at www.sedar.com under Caza's issuer profile. This announcement, together with that report, amends and supplements information disclosed in Talara's previously-filed securities acquisition report regarding Caza dated December 24, 2015.

Talara is a private investment fund advised by Talara Capital Management, LLC.

For a copy of the securities acquisition report filed by Talara in respect of the Consolidation, please contact Sharon O'Shea.

Contact Information

  • Talara Capital Management, LLC
    120 West 45th Street, 23rd Floor
    New York, NY 10036
    Tel: (646) 396-6040
    Attention: Sharon O'Shea - Chief Compliance Officer