"Caza Oil & Gas, Inc. ("Caza" or the "Caza Corporation") is an oil and gas exploration, development and production company which carries on business in the United States through its subsidiary, Caza Petroleum. 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 listed on both the AIM market of the London Stock Exchange plc ("AIM") and the Toronto Stock Exchange ("TSX").

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

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.

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.

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.

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 judgement. The Technical Committee meets at least twice annually or otherwise as circumstances warrant.

Caza was incorporated pursuant to the BCBCA 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

Please see “Company Constitution”

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 12 December, 2007, 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	25,087,500	36.64%
Millenium Global Special Situations Americas Fund	10,675,000	15.40%
Dartley Bank & Trust Limited	5,000,000	7.21%
Millenium Global Natural Resources Fund	4,400,000	6.35%
Peter Marrone	3,300,000	4.76%
BTR Global Growth Trading Limited	2,200,000	3.18%
HSBC Guyerzeller Bank AG	2,197,500	3.17%

Of the total number of shares in circulation 61.2% 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 BCBCA, 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.

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.