Vancouver, Canada – August 4, 2010 – Greg Myers, CEO and President of Caza Gold Corp. (“Caza” or the “Company”) is pleased to announce that Caza has now filed a preliminary prospectus to qualify a public offering of 8,000,000 units of the Company, and it has also applied for the listing of its common shares on the TSX Venture Exchange. This news release updates an earlier news release of the Company, also dated August 4,2010.
The Company has now filed a preliminary prospectus with the securities commissions in British Columbia, Alberta and Ontario (the “Securities Commissions”) to qualify the sale to the public of 8,000,000 units of the Company at $0.35 per unit (the “Offering”). The Company has also applied for a listing (the “Listing”) on the TSX Venture Exchange (the “TSXV”). The Offering and the Listing are subject to final receipt and acceptance of the prospectus by the Securities Commissions, the completion of the Offering, and meeting the initial listing requirements of the TSXV.
The Company has engaged Canaccord Genuity Corp. as the Agent for the Offering. Each unit is comprised of one common share and one-half of a whole share purchase warrant. Each warrant will be exercisable to purchase one common share at an exercise price of $0.45 for a period of up to 18 months from the closing of the Offering. The warrants are subject to early expiry in the event that the volume weighted average trading price of the Company’s common shares on the TSXV exceeds $0.70 for a period of 20 consecutive trading days. .
The Company has agreed to pay the Agent a cash commission equal to 8% of the gross proceeds from the Offering. Caza will issue to the Agent non-transferable share purchase warrants to acquire that number of common shares of the Company as is equal to 8% of the number of units sold pursuant to the Offering exercisable at an exercise price of $0.35 for a period of 18 months from the closing date. The Company will also pay the Agent a corporate finance fee of, at the option of the Agent, $30,000 in cash or through the issuance of 85,715 units of the Company for corporate finance services related to the Offering and will also pay the Agent’s expenses in connection with the Offering, including legal expenses and the Agent’s reasonable out-of-pocket expenses.
Caza Gold Corp. is an unlisted gold exploration company focused on the acquisition and exploration of strategic gold properties in Mexico and Latin America.
A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from Canaccord Genuity Corp. Att: F.Sullivan at (604) 643-7300. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction . The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons," as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.
CAZA GOLD CORP.
/s/ Greg Myers
President and CEO
For more information, please contact Gregg Wilson at Toll Free: 1-877-684-9700, tel: (604) 685-9750, fax: (604) 685-9744, email: firstname.lastname@example.org or visit our website, www.cazagold.com
"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
CAUTIONARY DISCLAIMER – FORWARD LOOKING STATEMENTS
Certain statements contained herein constitute "forward-looking statements" within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, are "forward-looking statements". We caution you that such "forward-looking statements" involve known and unknown risks and uncertainties, as discussed in the Company's filings with Canadian securities agencies. The Company expressly disclaims any obligation to update any forward-looking statements other than as required by applicable law. We seek safe harbour.