Talara Tourism: Best of Talara


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Pursuant to the Exchange Agreement, certain members of Management and one non-executive director have the right at any time to exchange the shares they hold in the capital of the Company's subsidiary, Caza Petroleum, for an aggregate of 26,, Common Shares based on an exchange ratio of 2, Common Shares for each Caza Petroleum share held.

The exchange ratio was established when the Exchange Agreement was entered into in All such individuals have indicated that they intend to complete the Exchange in accordance with the terms of the Exchange Agreement in conjunction with the completion of the Private Placement.

The following table shows the number of Common Shares anticipated to be acquired by members of the Board and Management pursuant to the Management Purchase and pursuant to existing rights under the Exchange:.

McGoldrick is a non-executive director and not a member of Management. Following the Private Placement, assuming the completion of the Management Purchase, the Exchange and the Cancellation, it is anticipated that Management will collectively hold approximately ,, Common Shares, representing approximately 2. Caza is, however, in serious financial difficulty as a result of the severe decline in commodity prices over the past 12 months and has immediate capital needs and no ability to fund its current obligations.

In particular, Caza's cash flows, revenues and financial condition have all been materially and adversely impacted by the decrease in oil and natural gas prices over the past year. This has led to declining production, negative cash flows and the cessation of substantially all drilling operations. In addition, trade creditors have begun to initiate claims against the Company and to threaten insolvency actions.

Given the situation, unless new financing is imminently arranged under the Private Placement, the Company cannot meet its current obligations and will not be able to meet its recurring and future obligations as they fall due, which may also lead its lenders or other creditors to file an involuntary bankruptcy petition against the Company. In particular, the Company has breached its covenants and obligations under its secured Note Purchase Agreement the " Note Agreement " dated May 23, with Apollo.

As a result of these breaches, Apollo is entitled to accelerate maturity of the debt and the Company was directed by its auditors to reclassify the outstanding balance as a current liability inserting a going concern note in its quarterly financial statements as of December 31, In February , Apollo waived the financial covenants under the Note Agreement until September 30, Apollo has subsequently agreed on three separate occasions to forbear from exercising certain rights under the Note Agreement thru December 31, The forbearance arrangement permits Apollo to terminate the forbearance period on three days' notice if it determines that the Company and Talara are not diligently pursuing a transaction substantially similar to the Private Placement.

Apollo has no affiliation with Talara. Although the Private Placement will require Apollo to accept a reduced settlement, it has determined to support the Private Placement in light of the lack of other alternatives. However, Apollo has indicated that it will be supportive of the Private Placement only for a limited time, and the Lender Settlement Agreement with Apollo will terminate if the Company does not make payment thereunder by December 31, Caza is seeking this exemption from the TSX on the basis that the Company is in serious financial difficulty and the immediacy of its capital needs and the requirements of its lenders do not afford it sufficient time to seek shareholder approval prior to the issuance of the Issued Shares pursuant to the Private Placement.

In accordance with TSX requirements, the Board and Special Committee have each reviewed and considered the Company's financial position, commitments, prospects and funding requirements and the terms of the proposed Private Placement, and under the existing circumstances, each has unanimously determined that the financial hardship application should be made to the TSX, that the Company is in serious financial difficulty in light of its immediate capital requirements, and that the proposed Private Placement, if completed, should improve the Company's financial situation, is reasonable for Caza under existing circumstances, and represents the only solution practicably available to the Company that will enable it to continue as a going concern.

The completion of the Private Placement is subject to receipt of the exemptions sought from the TSX under the financial hardship exemption application. Certain aspects of the Management Compensation Arrangements may constitute a "related party transaction" for the purposes of Multilateral Instrument - Protection of Minority Security Holders in Special Transactions and therefore subject to the formal valuation and minority approval requirements of that regulation, as applicable.

The Company is relying on exemptions from such requirements, which would otherwise apply in respect of such related party transaction, that are akin to the "financial hardship" exemption under TSX rules and are based on the same determinations of the Special Committee and Board described above regarding the Company's financial position.

The Company expects that, as a consequence of its financial hardship application, the TSX will place Caza under remedial delisting review, which is normal practice when a listed company seeks to rely on this exemption. In order to comply with the TSX's continued listing requirements, the Company anticipates that it may need to implement the share consolidation approved by shareholders at its annual and special meeting of shareholders held on June 30, There can be no assurance that Caza will be able to comply with the TSX's continued listing requirements or that the Common Shares will continue to be traded on such exchange following the delisting review.

In addition, the Company confirms that it is its current intention to seek a delisting from AIM in due course in accordance with AIM rules, and to initiate the relevant proceedings to effect the delisting shortly following Closing. Caza is engaged in the acquisition, exploration, development and production of hydrocarbons in the following regions of the United States of America through its subsidiary, Caza Petroleum, Inc.: The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

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", "hope", "project", "predict", "potential", "intend", "could", "might", "should", "believe", "develop", "test", "anticipate", "enhance" and similar expressions.

In particular, information regarding the terms, timing and completion of the Private Placement, the use of proceeds upon completion of the Private Placement, the Company's continued listing on any stock exchange and the Company's ability to continue as a going concern or future financial position contained in this news release constitutes forward-looking information within the meaning of securities laws.

Such forward-looking information is subject to certain risks, assumptions and uncertainties including the risk that the Private Placement and the associated transactions are not completed. For more exhaustive information on these risks, assumptions and uncertainties you should refer to the Company's most recently filed annual information form which is available at www.

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. This news release is not for dissemination in the United States or to any United States news services.

Zusman, Heyman and Young and Ms. O'Shea, is set forth below:. There is no other information that is required to be disclosed with regards to the proposed appointments of Messrs. Zusman, Hayman and Young and Ms. Application has been made to the London Stock Exchange for the 9,,, Common Shares issued and sold to Talara to be admitted to trading on AIM, and admission is expected to become effective on December 31, These Common Shares will rank pari passu with the existing Common Shares in issue.

Following admission, the Company will have 9,,, Common Shares admitted to trading. The figure of 9,,, Common Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Caza is engaged in the acquisition, exploration, development and production of hydrocarbons in the following regions of the United States of America through its subsidiary, Caza Petroleum, Inc.: The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

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", "hope", "project", "predict", "potential", "intend", "could", "might", "should", "believe", "develop", "test", "anticipate", "enhance" and similar expressions.

In particular, information regarding the use of proceeds and the Company's ability to continue as a going concern or future financial position contained in this news release constitutes forward-looking information within the meaning of securities laws. Such forward looking information is subject to certain risks, assumptions and uncertainties. For more exhaustive information on these risks, assumptions and uncertainties you should refer to the Company's most recently filed annual information form which is available at www.

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.

This news release is not for dissemination in the United States or to any United States news services. Securities Act" or any state securities laws, and may not be sold or offered for sale in the United States absent registration with the U.

Securities and Exchange Commission except pursuant to an applicable exemption from registration thereunder, in each case in accordance with the U. Securities Act and applicable state securities laws.