Caza Oil & Gas, Inc. announces share purchase agreement



    /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
    THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
    CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW/

    CALGARY, Nov. 28 /CNW/ - Caza Oil & Gas, Inc. (the "Corporation") is
pleased to announce the execution of a definitive share purchase agreement
(the "Share Purchase Agreement") with Caza Petroleum, Inc., ("Caza Petroleum")
pursuant to which the Corporation has agreed to use the net proceeds from any
future distribution of equity securities, including the net proceeds from its
planned initial public offering of common shares, to purchase from Caza
Petroleum that number of common shares of Caza Petroleum that is equal to the
number of equity securities so distributed divided by 2,800. This agreement
also provides that each of the Corporation and Caza Petroleum shall guarantee
or secure the debts, loans and other obligations of the other party if such
guarantee or security is demanded in writing by the other party and by the
holder of such debt, loan or other obligation.
    Caza currently owns approximately 63.7% of Caza Petroleum, with the
balance of Caza Petroleum held by certain members of Caza's management team.
As the management team has the right to convert their interest in Caza
Petroleum into an interest in the Corporation on the basis of 2,800 common
shares of the Corporation for each Caza Petroleum common share held, the Share
Purchase Agreement is intended to ensure the management team and future
investors in the Corporation receive similar treatment.

    FORWARD-LOOKING STATEMENTS AND INFORMATION

    This news release contains certain forward-looking information and
statements within the meaning of applicable securities laws. The use of any of
the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans", "intends",
"designed" and similar expressions are intended to identify forward-looking
information or statements. In particular, but without limiting the foregoing,
this news release contains forward-looking information and statements
pertaining to the completion of an equity offering by the Corporation and the
use of the proceeds thereof.
    The forward-looking information and statements contained in this news
release reflect several material factors and expectations and assumptions of
the Corporation including, without limitation: that the Corporation will
complete an initial public offering, that each of the Corporation and Caza
Petroleum will honour their respective obligations under the share purchase
agreement, that the Share Purchase Agreement will result in similar treatment
to the Corporation's management team and future investors, that the
Corporation will continue to conduct its operations in a manner consistent
with past operations; the general continuance of current industry conditions;
the continuance of existing (and in certain circumstances, proposed) tax and
royalty regimes; the accuracy of the estimates of the Corporation's resource
volumes; the ability to acquire sufficient financing on favorable terms and
certain commodity price and other cost assumptions. The Corporation believes
the material factors, expectations and assumptions reflected in the
forward-looking information and statements are reasonable but no assurance can
be given that these factors, expectations and assumptions will prove to be
correct.
    Any forward-looking information and statements included in this news
release are not guarantees of future performance and should not be unduly
relied upon. Such information and statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in such forward-looking information
or statements including, without limitation: changes in commodity prices;
unanticipated operating results or production declines; changes in tax or
environmental laws or royalty rates; increased debt levels or debt service
requirements; inaccurate estimation of the Corporation's oil and gas reserves
volumes; limited, unfavorable or limited access to capital markets; increased
costs; the impact of competitors; and certain other risks detailed from time
to time in the Corporation's public disclosure documents (including, without
limitation, those risks identified in this news release and in the
Corporation's prospectus).

    William Ford, Chief Executive Officer
    James Markgraf, Vice President - Finance and Chief Financial Officer

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





For further information:

For further information: Caza Oil & Gas, Inc., 2002 Timberloch Place,
Suite 500, The Woodlands, Texas, 77380, Telephone: (281) 363-4442, Fax: (281)
363-4454, Email: jmcgoldrick@cazapetro.com

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Caza Oil & Gas, Inc.

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