Aim Rule 26 Disclosure

The following information is provided pursuant to Rule 26 of the AIM Rules for Companies. All information is current as of June 2009.

"Caza Oil & Gas, Inc. ("Caza" or the "Corporation") is an oil and gas exploration, development and production company which carries on business in the United States through its subsidiary, Caza Petroleum, Inc. Caza is engaged in the acquisition, exploration, development and production of hydrocarbons in the Texas Gulf Coast, South Louisiana, Southeast New Mexico and the Permian Basin of West Texas regions of the United States of America through its subsidiary, Caza Petroleum.

Caza is admitted to trading on both the AIM market of the London Stock Exchange plc ("AIM") and listed on the Toronto Stock Exchange ("TSX").

 

Board of Directors

John R. McGoldrick
J. Russell Porter
John R. Rooney
Cornelius Dupré II
W. Michael Ford
To view Directors' biographies, go to Directors and Officers.

 

 

Corporate Governance

Caza's directors have determined that the Board is comprised of a majority of independent directors within the meaning of corporate governance guidelines established by the Canadian Securities Administrators ("CSA") in National Policy 58-201 - Corporate Governance Guidelines ("NP 58-201"). The directors determined by the Board to be independent within the meaning of NP 58-201 are Messrs. Rooney, Porter and Dupré.

 

 

Audit Committee

The Audit Committee is comprised of Messrs. Rooney (Chair), Porter and Dupré. All the members of the Audit Committee are independent and financially literate within the meaning of Multilateral Instrument 52-110 - "Audit Committees". The Audit Committee has a defined mandate and is responsible for reviewing and overseeing the external audit function, recommending the external auditor and the terms of such auditor's appointment or discharge. Other responsibilities specified in the mandate include reviewing external auditor reports and significant findings and reviewing and recommending for approval to the Board all public financial disclosure information such as financial statements, management's discussion and analysis and other financial information provided to the public or any governmental body as the Corporation or Board requires. The Audit Committee is also responsible for pre-approving all non-audit services to be conducted by the external auditors, ensuring that management has effective internal control systems, investigating any recommendations for improvement of internal controls and meeting periodically with the external auditors out of the presence of management about any significant risks or exposures facing the Corporation. The Audit Committee convenes no less than four times each year and as circumstances otherwise warrant.

 

 

Human Resources and Corporate Governance Committee

The Human Resources and Corporate Governance Committee is comprised of Messrs. Dupré (Chair), Porter and Rooney. The Human Resources and Corporate Governance Committee has a defined mandate and is responsible for reviewing, approving and, if appropriate, making recommendations to the Board concerning the compensation of the Corporation's senior management team and the Corporation's key human resources policies. The Human Resources and Corporate Governance Committee's responsibilities also include the administration of the Corporation's stock option and other compensation plans for senior management and the Board, assessing the effectiveness of the Board as a whole and on an individual basis, periodically assessing the Corporation's governance, proposing nominees to, or the resignation or removal of, directors and officers and orienting new directors. The mandate of the Human Resources and Corporate Governance Committee provides that each member of the committee should be an independent director as defined under National Instrument 58-101 - "Corporate Governance", and provides that the Human Resources and Corporate Governance Committee shall convene at least twice annually.

 

 

Technical Committee

The Technical Committee is comprised of Messrs. Porter (Chair), Dupré and Rooney. The Technical Committee has a defined mandate and is responsible for assisting the Board with respect to the Corporation's oil and natural gas reserves evaluation and public disclosure procedures and with respect to the Corporation's health, safety and environmental responsibilities. Pursuant to its mandate, the Technical Committee is responsible for meeting with management and the independent reserves evaluators to discuss the results of the independent evaluators' evaluations at least annually, reviewing and reporting to the Board in respect of the appointment or any changes to the Corporation's independent reserves evaluators, reviewing at least annually the Corporation's procedures relating to the disclosure of information to the independent evaluators and assessing the qualifications and independence of the independent evaluators. The Technical Committee's responsibilities also include meeting with management and the independent evaluators to review the reserves data and report, including any restrictions imposed by management, before filing reserves data, recommending to the Board whether to approve the content of the independent evaluators' reports, approving the fees of the independent evaluator, and reviewing all publicly disclosed estimates of the Corporation's reserves. The Technical Committee is also responsible for monitoring the environmental, health, safety and emergency response policies and activities of the Corporation and for recommending policies to implement the principles set out in such policies. The mandate of the Technical Committee provides that a majority of Technical Committee members must be individuals who have not been employees or officers of the Corporation or its affiliates during the past 12 months, who beneficially hold less than 10% of the outstanding Common Shares and who are free from any relationship which could reasonably be seen to interfere with the exercise of independent judgment. The Technical Committee meets at least twice annually or otherwise as circumstances warrant.

 

 

Country of Incorporation

Caza was incorporated in British Columbia, Canada pursuant to the Business Corporations Act (British Columbia) under incorporation number BC0760208 on June 9, 2006 for the purpose of effecting the reorganization of Falcon Bay, a predecessor of Caza Petroleum. Caza is engaged in hydrocarbon acquisition, exploration, development and production of hydrocarbons in the Texas Gulf Coast, South Louisiana, Southeast New Mexico and the Permian Basin of West Texas regions of the United States through its subsidiary, Caza Petroleum. Caza Petroleum has been engaged in hydrocarbon acquisition exploration, development and production activities in Caza's Petroleum's core operating areas since 2000. As a corporation incorporated in Canada, the rights of shareholders will be subject to Canadian laws which may be different from the protections offered under English law.

 

 

Caza's registered office is at:

Suite 1700 Park Place
666 Burrard Street, Vancouver
B.C. Canada, V6C2X8

 

 

Current Constitutional Documents

Please see Company Constitution

 

 

Exchanges

Caza's common shares are traded on both AIM, under the stock symbol "CAZA", and the TSX, under the stock symbol "CAZ"

 

Number of securities in issue and significant shareholders

As of 31 December, 2008, there are 119,319,000 common shares of no par value in circulation.
In so far as we are aware, the following are significant shareholders*: with (%):

Significant Shareholders	Number of Shares	%
Zoneplan Limited	26,154,500	21.9%
Telection Overseas Inc.	12,769,239	10.7%
Dartley Bank & Trust Limited	11,709,608	9.8%
Millenium Global Special Situations Americas Fund	10,675,000	8.9%
Millenium Global Natural Resources Fund	7,700,000	6.5%
HSBC Guyerzeller Bank AG	6,545,326	5.5%
Majedie Asset Management Ltd.	5,217,391	4.4%
AXA Framlington	4,347,826	3.6%
Insight Investment Management Limited	3,956,521	3.3%

Of the total number of shares in circulation 49.2% are not in public hands.

* "Significant Shareholders" means holders of 3% or more of the issued share capital of the Corporation.

As a corporation incorporated under the Business Corporations Act (British Columbia), the Corporation is not subject to the provisions of the Disclosure and Transparency Rules and, consequently, shareholders would not ordinarily be subject to any UK requirement to disclose to the Corporation the level of their interests in Common Shares. However, in line with guidance set out in the AIM Rules for Companies, the Corporation has amended its Articles to incorporate by reference the Disclosure and Transparency Provisions and the 2006 Act Provisions on November 1, 2007.

 

Annual Report and Financial Statements

Please see "Annual Report"

 

 

Press Releases

Please see "Financial News"

 

 

Admission Document/Canadian Prospectus and Circulars

Please see "Prospectus"

 

 

RESALE RESTRICTIONS RELATING TO COMMON SHARES PURCHASED FROM CAZA BY UNITED STATES RESIDENTS

Common Shares that were sold by Caza to purchasers in the United States were sold in private placement transactions that were not registered under the United States Securities Act of 1933 (the "US Securities Act") or any state securities laws. As a result, those purchasers may offer, sell, pledge or otherwise transfer their Common Shares: (a) outside the United States in accordance with Rule 904 of Regulation S under the US Securities Act; (b) within the United States only to Caza or in accordance with Rule 144 or Rule 144A under the US Securities Act, if available; or (c) in another transaction that does not require registration under the US Securities Act.

 

 

Caza Advisors

 

 

Nominated Advisor

Hanson Westhouse Limited
One Angel Court
London EC2R 7HJ
United Kingdom
Contacts: Tim Feather and Richard Baty
Please see Nominated Advisor.

 

 

Broker

Hanson Westhouse Limited
One Angel Court
London EC2R 7HJ
United Kingdom
Contacts: Tim Feather and Richard Baty
More Info

 

 

Auditors

Deloitte & Touche LLP
3000 Scotia Centre
700-2nd Street SW
Calgary, Alberta, Canada

 

 

Solicitors to the Corporation

United Kingdom

Stikeman Elliott
Dauntsey House
4B Frederick's Place
London EC2R 8AB

 

 

Canada

Stikeman Elliott LLP
4300 Bankers Hall West
888-3rd Street SW
Calgary, Alberta Canada.

 

 

United States

Kelly Hart & Hallman LLP
Wells Fargo Tower
201 Main Street, Suite 2500
Fort Worth, Texas USA

 

 

Registrars

Computershare Trust Company of Canada
100 University Avenue, 9th Floor
Toronto, Ontario MSJ 2Y1

Computershare Investor Services (Channel Islands) Limited
Ordnance House, 31 Pier Road
St. Helier, Jersey JE4 8PW
Channel Islands