Cold Creek Capital Inc.
TSX VENTURE : CCC.P

Cold Creek Capital Inc.

July 16, 2008 19:04 ET

Cold Creek Capital Inc. Announces Amalgamation Agreement and Updates to Its Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - July 16, 2008) - Cold Creek Capital Inc. ("Cold Creek") (TSX VENTURE:CCC.P) is pleased to announce that it has entered into an amalgamation agreement with Gaucho Exploration (SA) Ltd. ("Gaucho"). In addition, Cold Creek announces the following updates to its previously announced qualifying transaction with Gaucho (refer to Cold Creek's press release of April 26, 2007).

Cold Creek and Gaucho had previously executed a letter of intent dated April 26, 2007 (the "Letter of Intent") in respect of a transaction whereby Cold Creek would acquire all of the issued and outstanding Gaucho securities. Cold Creek and Gaucho have entered into an amalgamation agreement (the "Amalgamation Agreement"), which supersedes the Letter of Intent. Pursuant to the Amalgamation Agreement, Cold Creek and Gaucho will amalgamate under the Business Corporations Act (Alberta) (the "Amalgamation").

Gaucho is a private company, incorporated under the Business Corporations Act (Alberta) and is based in Calgary, Alberta. Gaucho is engaged in the acquisition, exploration and development of oil and gas concessions in South America. Gaucho has an option to acquire Canadian Energy Enterprise C.E.E. Bolivia S.R.L. ("CEE"). CEE is a private company formed under the laws of Bolivia, who has participating interests in two oil and gas concessions in Bolivia.

Cold Creek is a capital pool company and intends for the Amalgamation and exercise of the option to acquire CEE to constitute the qualifying transaction of Cold Creek (the "Qualifying Transaction") as such term is defined in policy 2.4 (Capital Pool Companies) ("Exchange Policy 2.4") of the TSX Venture Exchange (the "Exchange"). Cold Creek's trading status has been suspended as Cold Creek has not completed a qualifying transaction in the prescribed time limit under Exchange Policy 2.4. Cold Creek's trading status will remain suspended until Cold Creek completes a qualifying transaction or transfers to NEX. See "Deadline to Complete Qualifying Transaction" below.

Gaucho's Option to Acquire CEE

On April 2, 2007, CEE entered into an option agreement (as amended on December 6, 2007 and April 21, 2008) with Gaucho, pursuant to which Gaucho acquired the option (the "Option") to purchase all of the issued and outstanding securities of CEE (the "CEE Option Agreement"). In consideration of the CEE Option Agreement, Gaucho is obligated to pay to CEE's founder, Enrique Coscio Maldonado, $500,000 and 500,000 Gaucho Shares at a deemed price of $1.00 per Gaucho Share (assuming completion of the Amalgamation) and enter into an employment agreement with Mr. Coscio Maldonado. Gaucho through, CEE maintains an office and staff in Santa Cruz, Bolivia. Further, Gaucho has agreed to pay Mr. Coscio Maldonado a 1% gross overriding royalty on any further oil and gas acquisitions in South America. As of the date hereof, Gaucho has paid $183,000 as a deposit to Mr. Coscio Maldonado in respect of the CEE Option Agreement, such deposit will be applied towards the purchase price in the CEE Option Agreement.

The Amalgamation Agreement

Under the Amalgamation Agreement, subject to Gaucho exercising the Option to acquire CEE, Cold Creek and Gaucho have agreed to amalgamate to form a new company under the name "Cold Creek Energy Inc." ("Amalco"). Pursuant to the Amalgamation, all of the outstanding Cold Creek securities and Gaucho securities will be exchanged for corresponding securities of Amalco. In particular, Amalco will issue:

- One Amalco common share ("Amalco Share") for every one Cold Creek common share ("Cold Creek Share") issued and outstanding on the effective date of the Amalgamation (the "Effective Date");

- One option to purchase an Amalco Share ("Amalco Option") for every one option to purchase a Cold Creek Share ("Cold Creek Option") issued and outstanding on the Effective Date with the same terms as the Cold Creek Option being exchanged;

- One Amalco Share for every one Gaucho Class A common voting share ("Gaucho Share") issued and outstanding on the Effective; and

- One Amalco Share for every one Gaucho Class C common non-voting share ("Gaucho Non-Voting Share") issued and outstanding on the Effective Date.

Any fractional interest resulting from the foregoing transactions will be rounded up or down to the nearest Amalco security.

In connection with the Amalgamation, subject to Gaucho exercising the Option to acquire CEE, it is anticipated that on the effective date of the Amalgamation (the "Effective Date"), there will be 4,700,000 Cold Creek Shares, 400,000 Cold Creek Options, 1,000,000 Gaucho Non-Voting Shares and 4,449,001 Gaucho Shares issued and outstanding.

Upon completion of the Amalgamation, it is anticipated that there will be 10,149,001 Amalco Shares, and 400,000 Amalco Options outstanding. In addition, Amalco intends to complete the Amalco Private Placement (defined below) of a minimum of 2,000,000 Amalco Shares and a maximum of 5,000,000 Amalco Shares at $1.00 per Amalco Share. See "Amalco Private Placement" below. Further, a number of Amalco Options will be issued in accordance with Amalco's stock option plan.

Steps of the Amalgamation and Related Transactions

Based on the terms of the Amalgamation and related transactions, and assuming the Amalgamation and related transactions receive regulatory and securityholder approval and satisfaction or waiver of all conditions precedent, the remaining events listed below will occur and be deemed to occur in the following order:

1. Gaucho exercises the Option and completes the acquisition of CEE and issues 500,000 Gaucho Shares and balance of cash payment to the vendor in accordance with the CEE Option Agreement;

2. Certain founders of Cold Creek complete a transfer within escrow of 668,034 Cold Creek Shares to Michael S. Vandale for nominal consideration;

3. Cold Creek and Gaucho amalgamate to become Amalco resulting in the certificates representing the Cold Creek and Gaucho securities being exchanged for certificates representing the corresponding Amalco securities, in the following anticipated amounts:

(a) 4,700,000 Amalco Shares are exchanged for 4,700,000 Cold Creek Shares;

(b) 400,000 Amalco Options are exchanged for 400,000 Cold Creek Options;

(c) 4,449,001 Amalco Shares are exchanged for 4,449,001 Gaucho Shares, including the Gaucho Shares issued pursuant to the exercise of the Option; and

(d) 1,000,000 Amalco Shares are exchanged for 1,000,000 Gaucho Non-Voting Shares;

4. A minimum of 2,000,000 and a maximum of 5,000,000 Amalco Shares are issued at $1.00 per Amalco Share pursuant to the Amalco Private Placement;

5. Up to 1,114,900 Amalco Options are issued to Amalco's directors and officers; and

6. Appropriate filings are made with the Exchange and the Final Exchange Bulletin approving the Amalgamation as Cold Creek's Qualifying Transaction is issued.

Shareholder Approval

The Amalgamation must be approved by (a) a special resolution of each of the (i) Cold Creek Shareholders, (ii) Gaucho Shareholders and (iii) Gaucho Non-Voting Shareholders in accordance with the Business Corporations Act (Alberta); and (b) "Majority of the Minority Approval" of the Cold Creek Shareholders in accordance with Exchange Policy 2.4 (see below). To be effective a special resolution must be passed by 66?% of the shareholders who are entitled to vote on the resolution and are present in person or by proxy at the shareholder meeting. The holders of options to acquire Cold Creek Shares are not entitled to vote with respect to the Amalgamation unless those options are exercised into Cold Creek Shares.

Exchange Policy 2.4 requires that, in addition to approval of 66?% of the Cold Creek Shareholders, in order to complete the Amalgamation, "Majority of the Minority Approval" of the Cold Creek Shareholders must be obtained. In calculating the votes to determine the required level of Cold Creek Shareholder approval for the Majority of the Minority Approval, all Non-Arm's Length Parties (as defined in the Exchange's policies) to Cold Creek and all Non-Arm's Length Parties to the Amalgamation will be excluded from voting. To the knowledge of Cold Creek's management, a total of 1,881,080 Cold Creek Shares are anticipated to be excluded from voting on the approval of the Amalgamation pursuant to Exchange Policy 2.4.

The Amalgamation is a "Non-Arm's Length Qualifying Transaction" under Exchange Policy 2.4 because Michael S. Vandale was a control person of both Cold Creek and Gaucho at the date of the Letter of Intent. Mr. Vandale is an officer and the sole director of Gaucho and is a director of Cold Creek. As of June 29, 2008, Mr. Vandale beneficially owns 803,784 Cold Creek Shares, 100,000 Cold Creek Options, each with an exercise price of $0.25, and one Gaucho Share.

Conditions of the Amalgamation

The Amalgamation Agreement contains a number of conditions precedent to the obligations of parties. Unless all of such conditions are satisfied or waived by the party for whose benefit such conditions exist, to the extent they may be capable of waiver, the Amalgamation will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all. Such conditions include the Cold Creek Shareholders, Gaucho Shareholders, and Gaucho Non-Voting Shareholders approving the Amalgamation and the Qualifying Transaction and that all other consents and approvals (including regulatory approvals) are obtained.

Benefits of the Amalgamation

The Amalgamation is expected to yield benefits to the securityholders of Cold Creek and Gaucho. The principal purposes of the Amalgamation are to allow for the business of Gaucho to be operated on a more expeditious and cost effective basis through a public company, to provide Gaucho with access to capital through public markets and to provide liquidity to existing Gaucho Shareholders. The Amalgamation will constitute Cold Creek's Qualifying Transaction under Exchange Policy 2.4. The Amalgamation will also constitute a liquidity event for Gaucho Shareholders pursuant to which currently unlisted Gaucho Shares and Gaucho Non-Voting Shares will be exchanged for publicly listed Amalco Shares. The completion of the Amalgamation is also expected to enhance Amalco's ability to access the public capital markets in order to provide the financial resources necessary to facilitate the exploration and development of Amalco's oil and gas properties. Following completion of the Amalgamation, it is anticipated that Amalco will be involved in the exploration for and production of petroleum and natural gas in South America.

Assets

Upon the completion of the Qualifying Transaction, Amalco (through its wholly owned subsidiary, CEE) is anticipated to have a 50% participating interest in an oil and gas concession in the Warnes Field, subject to the conditions described below, which field is located approximately 26 km north of Santa Cruz in Bolivia and an engagement to study a concession in a property called "El Cedro". In addition, Amalco is anticipated to have a work program and minimum cash of approximately $2,000,000.

All geological information provided in this press release, including all information on CEE's assets, has been provided by management of CEE and has not been independently verified by management of Cold Creek or Gaucho. CEE has engaged DeGolyer and McNaughton Canada Limited ("DeGolyer"), independent petroleum engineers of Calgary, Alberta, to prepare:

- an appraisal report based upon CEE's 50% participating interest in the Warnes Field, (the "Warnes Report"); and

- an appraisal report based upon CEE's 49% participating interest in the El Cedro lands (the "El Cedro Report").

The Warnes Report is dated March 13, 2008 and is effective March 1, 2008.

The El Cedro Report consists of an engineering report and two separate letters. Those documents are (i) "Report as of May 31, 2008 on the Prospective Resources attributable to Certain Hydrocarbons Accumulations for Canadian Energy Enterprises C.E.E. Bolivia S.R.L. in El Cedro, Bolivia" dated June 13, 2008; (ii) "El Cedro, Bolivia 2008-2009 Capital Spending Program" dated June 13, 2008; and (iii) "Final Report Figures 3 - 6 Updated" dated July 8, 2008 and all are effective May 31, 2008. CEE intends to have the separate engineering report and letters combined into one report.

Warnes Field Assets

Pursuant to an operating contract (the "Warnes Operating Contract") with Yacimientos Petroliferos Fiscales Bolivianos ("YPFB"), the Bolivian state oil and gas company, CEE has a 50% participating interest in the Warnes Field, Bolivia. The initial assets in the Warnes Field consist of one shut-in gas well, two abandoned wells and no current production. CEE's estimated share of proved, probable and possible natural gas reserves and NGLs as of March 1, 2008 was 7,625 MMcf and 156 Mbbls, respectively for gross reserves (includes the working interest reserves before deduction of royalties payable to others) and 4,524 MMcf and 88 Mbbls, respectively for net reserves (includes gross reserves after royalties payable to others plus royalty interest reserves).

CEE has many strict obligations under the Warnes Operating Contract, including submitting development plans, cost structures and capital costs estimates to YPFB for approval. YPFB may terminate the Warnes Operating Contract if CEE breaches any provision of such contract. In addition, YPFB may terminate the Warnes Operating Contract if there is a change of control of CEE. In the Warnes Operating Contract, "control" means the ability to direct, administer or dictate the management of CEE, whether through the holding of shares or other securities with voting rights or by any other direct or indirect means. Consequently, the CEE Acquisition may be considered a change of control of CEE. While CEE is seeking consent of YPFB to the acquisition of CEE by Amalco, there can be no assurance that such consent will be obtained. Consequently, YPFB may take the position that it is able to terminate the Warnes Operating Contract due to a change of control of CEE. There can be no assurance that YPFB will consent to the change of control of CEE as proposed or at all. Following completion of the Amalgamation and the acquisition of CEE, Amalco does not intend to proceed with any exploration activities in the Warnes Field until the consent of YPFB to the change of control of CEE has been received.

El Cedro Assets

On May 5, 2008 CEE entered into an agreement with YPFB with respect to the El Cedro concession (the "Concession Study Agreement"). Under the Concession Study Agreement, CEE intends to evaluate an area of land called El Cedro. El Cedro is located immediately north of Santa Cruz, Bolivia and comprises approximately 124,000 hectares. The El Cedro block surrounds the Warnes Field. CEE has one year to carry out its evaluation. At the end of its evaluation CEE is to provide a report to YPFB, which is to include geological, structural and stratigraphic analysis, oil and gas reserve analysis, an initial plan for the exploration and development of El Cedro, and risk evaluation. See "Exploration Program" below for the estimated costs of CEE's exploration program and report.

CEE is to fund 100% of the cost of the study and the preparation of the report. Within 60 days of receipt of the report, YPFB will either approve or reject CEE's proposal. If YPFB accepts CEE's proposal then YPFB and CEE will enter into a joint venture whereby they will form a mixed public and private corporation pursuant to Bolivian law (in Bolivia known as a "Sociedad anonima mixta") (the "SAM") to explore for and product hydrocarbons from the El Cedro block. The SAM will be owned by YPFB and CEE as to 51% and 49%, respectively. Management and administration of the SAM will be joint between YPFB and CEE and decisions of the SAM with respect to investments shall be adopted unanimously. Following the study period, the SAM will enter into one or more contracts with YPFB, which are to have the following features: (i) ensuring an adequate return for the parties; (ii) the rights and obligations of the parties are to be proportionate to each party's proportionate interest in the SAM; (iii) CEE will be the operator in El Cedro for the exploration period and such other time as agreed to with YPFB, thereafter, YPFB may be the operator, at is option; and (iv) YFPB will market and commercialize all hydrocarbons produced by the SAM.

El Cedro Report

Set forth below is certain information derived from the El Cedro Report. Petroleum resources included in the El Cedro Report are classified as prospective resources and have been prepared in accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities. Because of the lack of commerciality or sufficient development drilling, the prospective resources estimated therein cannot be classified as reserves. The petroleum resources are classified as follows:

Prospective Resources - Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may by subclassified based on project maturity.

The estimation of resources quantities for an accumulation is subject to both technical and commercial uncertainties and, in general, may be quoted as a range. The range of uncertainty reflects a reasonable range of estimated potentially recoverable volumes. In all cases, the range of uncertainty is dependent on the amount and quality of both technical and commercial data that are available and may change as more data become available.

Low, Best and High - Estimates of petroleum resources in this report are expressed using the terms Low, Best and High estimate to reflect the range of uncertainty.

For deterministic estimates of petroleum resources, low estimate herein is the P90 quantity derived from deterministic analysis. This means that there is at least a 90% probability that, assuming the accumulation is developed, the quantities actually recovered will equal or exceed the low estimate. The best estimate is the P50 quantity derived from deterministic analysis. This means that there is at least a 50% probability that, assuming the accumulation is undiscovered and developed, the quantities actually recovered will equal or exceed the best estimate. The high estimate is the P10 quantity derived from deterministic analysis. This means that there is at least a 10% probability that, assuming the accumulation is developed, the quantities actually recovered will equal or exceed the high estimate.

Estimates of the prospective resources in the El Cedro block are set out in the tables below.

There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources.

Estimates of the gross pool prospective gas and natural gas liquids (NGL) resources quantities, as of May 31, 2008, are summarized as follows, expressed in MMcf and barrels (bbl), respectively:



Low Best High
------------ ------------ ------------
Gross Pool Prospective Gas
Resources (MMcf) 2,090 41,552 302,953

Gross Pool Prospective Natural
Gas Liquid Resources (bbl) 10,450 831,041 12,118,115

Notes:
(1) Recovery efficiency is applied to prospective resources in this table.
(2) Application of any risk factor to prospective resources quantities does
not equate prospective resources with reserves.
(3) Low, Best, and High estimates in this table are P90, P50, and P10,
respectively.


Estimates of the gross participation-interest (49%) prospective gas and NGLs resources quantities, as of May 31, 2008, are summarized as follows, expressed in MMcf and barrels (bbl), respectively:



Low Best High
------------ ------------ ------------
Gross Participation Interest
Prospective Gas Resources (MMcf) 1,024 20,361 148,447

Gross Participation Interest
Prospective Natural Gas Liquid
Resources (bbl) 5,121 407,210 5,937,876

Notes:
(1) Recovery efficiency is applied to prospective resources in this table.
(2) Application of any risk factor to prospective resources quantities does
not equate prospective resources with reserves.
(3) Low, Best, and High estimates in this table are P90, P50, and P10,
respectively.


Exploration Program

The following table sets out Amalco's proposed exploration program, following completion of the Qualifying Transaction and the Amalco Private Placement. All information contained in the following table was provided by CEE. DeGolyer reviewed such information and found it to be reasonable.



Future Development Costs - Exploration Program
All costs are expressed in 2008 dollars.

Assuming Assuming
the minimum offering the maximum offering
under the Amalco under the Amalco
Private Placement Private Placement
----------------------- -----------------------

Step Gross Cost Net Cost Gross Cost Net Cost
--------------------------- ----------- ----------- ----------- -----------

EL CEDRO
1. Seismic acquisition and
reprocessing $ 65,000 $ 65,000 $ 65,000 $ 65,000

2. Drill development Well
El Cedro 1(2)
a) Purchase drilling
material $ 400,000 $ 196,000 $ 400,000 $ 196,000
b) Location
preparation $ 30,000 $ 14,700 $ 30,000 $ 14,700
c) Rig move $ 50,000 $ 24,500 $ 50,000 $ 24,500
d) Drilling $ 945,000 $ 463,050 $ 945,000 $ 463,050

3. Drill development Well
El Cedro 2(2)
a) Purchase drilling
material $ 400,000 $ 196,000 $ 400,000 $ 196,000
b) Location
preparation $ 30,000 $ 14,700 $ 30,000 $ 14,700
c) Rig move $ 50,000 $ 24,500 $ 50,000 $ 24,500
d) Drilling $ 945,000 $ 463,050 $ 945,000 $ 463,050

4. Report Compilation $ 50,000 $ 50,000 $ 50,000 $ 50,000
-----------------------------------------------
SUBTOTAL $2,965,000 $1,511,500 $2,965,000 $1,511,500

WARNES FIELD(3)
5. Gathering/Facilities
Expenses
a) Pipeline
Construction - - $1,890,000 $ 945,000
b) Production
Facilities - - $ 400,000 $ 200,000
c) Satellite Screw
Compressor - - $ 275,000 $ 137,500
6. Tie-in Well WRN-X1(4) - - - -

7. Seismic acquisition and
reprocessing - - $ 140,000 $ 70,000

8. Drill development Well
WRN-X3(5)
a) Purchase drilling
material - - $ 600,000 $ 300,000
b) Location preparation - - $ 50,000 $ 25,000
c) Rig move - - $ 50,000 $ 25,000
d) Production line - - $ 200,000 $ 100,000
e) Drilling - - $1,350,000 $ 675,000
-----------------------------------------------
TOTAL $2,965,000 $1,511,500 $7,920,000 $3,989,000


Forecast Forecast
Commencement Completion
Date Date
------------- -----------

Step
----------------------------------------
EL CEDRO
1. Seismic acquisition and reprocessing Note 1 Note 1

2. Drill development Well El Cedro 1(2) Note 1 Note 1
a) Purchase drilling material
b) Location preparation
c) Rig move
d) Drilling

3. Drill development Well El Cedro 2(2) Note 1 Note 1
a) Purchase drilling material
b) Location preparation
c) Rig move
d) Drilling

4. Report Compilation Note 1 Note 1

WARNES FIELD(3)

5. Gathering/Facilities Expenses
a) Pipeline Construction Aug. 1, 2008 Nov. 1, 2008
b) Production Facilities Oct. 29, 2008 Nov. 4, 2008
c) Satellite Screw Compressor Oct. 24, 2008 Oct. 24, 2008

6. Tie-in Well WRN-X1(4) Nov. 5, 2008 Nov. 5, 2008

7. Seismic acquisition and
reprocessing Apr. 1, 2008 Jun. 1, 2008

8. Drill development Well
WRN-X3(5)
a) Purchase drilling material Nov. 6, 2008 Nov. 6, 2008
b) Location preparation Nov. 10, 2008 Nov. 31, 2008
c) Rig move Dec. 1, 2008 Dec. 8, 2008
d) Production line Jan. 18, 2009 Feb. 10, 2009
e) Drilling Dec. 6, 2008 Jan. 17, 2009

Notes:
(1) Pursuant to the Concession Study Agreement, CEE is to provide a report
to YPFB by May 4, 2009, which must include, among other things,
geological, structural, stratigraphic and reserve analysis. As such, CEE
intends to complete this item with sufficient time to prepare its report
to YPFB in accordance with the Concession Study Agreement.
(2) Anticipated drilling depths are 1,000 m (Petaca Reservoir) and 1,900 m
(Carboniferous).
(3) In the event YPFB takes the position that the acquisition of CEE by
Amalco is a "change of control" under the Warnes Operating Contract and
YPFB does not consent to such change of control, then following the
completion of the Proposed Qualifying Transaction, Amalco will
reallocate the funds currently earmarked for its exploration program in
the Warnes Field.
(4) The WRN-X1 well was drilled by a predecessor in interest to CEE and is
currently shut-in.
(5) Anticipated drilling depths are 1,750 m (Petaca Reservoir) and 2,900 m
(Carboniferous).
(6) All timing and capital information was provided by CEE. DeGolyer has
reviewed the cost and timing and found it to be reasonable.


Amalco Private Placement

Amalco intends to complete a private placement of a minimum of 2,000,000 Amalco Shares and a maximum of 5,000,000 Amalco Shares at a price of $1.00 per Amalco Share, for aggregate gross proceeds of a minimum of $2,000,000 and a maximum of $5,000,000, closing immediately after the Amalgamation (the "Amalco Private Placement"). Insiders of Cold Creek, Gaucho and Amalco may participate in the Amalco Private Placement. The Amalco Private Placement is anticipated to be a non-brokered offering on a best efforts basis. Amalco will pay finder's fees of 7% to Canaccord Capital Corporation in respect of any subscription proceeds raised from subscribers introduced by Canaccord Capital Corporation.

The proceeds of the Amalco Private Placement will be used for financing Amalco's obligations under the CEE Option Agreement and the Amalgamation Agreement, for exploring other Latin American oil and gas opportunities and Amalco's exploration program. Additional amounts have been allocated for costs required to complete the Amalgamation and for unallocated working capital. There may be circumstances where for sound business reasons, a reallocation of funds may be necessary in order for Amalco to achieve its stated business objectives.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Thomas Weisel Partners Canada Inc. (the "Sponsor") has been retained as a Sponsor in connection with the Qualifying Transaction. The Sponsor will complete necessary due diligence on Cold Creek, Gaucho and CEE and provide Cold Creek with a sponsorship report so that Cold Creek may satisfy the sponsorship requirements of the Exchange.

Escrow Transfer

Subject to Exchange approval, certain holders of Cold Creek Shares will transfer within escrow an aggregate of 668,034 escrowed Cold Creek Shares to Michael S. Vandale immediately prior to the Amalgamation for nominal consideration. The Cold Creek Shares to be transferred within escrow will be exchanged for Amalco Shares under Amalgamation and thereafter will be held in escrow pursuant to Exchange policies.

Financial Statements

The following financial information was derived from Gaucho's audited financial statements for the period from incorporation on April 3, 2007 to December 31, 2007 and unaudited financial statements for the three months ended March 31, 2008.



Selected Financial Information as at March 31, 2008($) December 31, 2007($)
------------------------------------ ------------------ --------------------

ASSETS
Cash and cash equivalents 27,022 124,768
Deposit on acquisition 100,000 100,000
---------------------------------------
Total Assets 127,022 224,768

LIABILITIES AND SHAREHOLDERS'
EQUITY

Accounts payable and accrued
liabilities 113,409 32,710
---------------------------------------
Total Liabilities 113,409 32,710

SHAREHOLDERS' EQUITY
Share capital 1,016,785 766,785
Deficit (1,003,172) (574,727)
---------------------------------------
Total Shareholders' Equity 13,613 192,058

---------------------------------------
Total Liabilities and
Shareholders' Equity 127,022 224,768



From period of
incorporation,
Three Months ended April 3, 2007 to
Selected Financial Information March 31, 2008 December 31, 2007 ($)
---------------------------------- ------------------- ---------------------

REVENUE
Interest income 47 1,940
EXPENSES
General and administrative 428,492 576,667
---------------------------------------
Net Loss and comprehensive loss (428,445) (574,727)
Net loss per share (basic and
diluted)(1) (0.21) (0.53)


The following financial information was derived from CEE's audited financial statements for the year ended March 31, 2007, 2006 and 2005 and for the nine months ended December 31, 2007. This information is stated in Bolivian currency, for which the exchange rate on June 29, 2008 was $CDN1.00 = BOB$7.254 based on a source that Cold Creek believes to be reliable.



December 31 March 31
--------------- ---------------------------------------
Selected Financial 2007 2007 2006 2005
Information as at (Bolivianos) (Bolivianos) (Bolivianos) (Bolivianos)
------------------ --------------- ------------ ------------- -------------
ASSETS
Cash 964.52 964.52 4,548.59 4,239.67
Accounts receivable 2,339,962.22 2,437,587.75 2,437,587.75 -
Value added tax 456,267.47 255,766.00 253,667.00 6,260.00
Income taxes - - - 28,400.50
--------------------------------------------------------
Total current
Assets 2,797,194.21 2,694,318.27 2,695,803.34 38,900.17

NON-CURRENT ASSETS
--------------------------------------------------------
Total non-current
assets 149,281.64 223,150.60 379,087.86 2,347,154.13

OTHER ASSETS
--------------------------------------------------------
--------------------------------------------------------
Total other assets 14,887,474.50 15,011,600.70 15,161,904.59 13,782,392.30
--------------------------------------------------------
TOTAL ASSETS 17,833,950.35 17,929,069.57 18,236,795.79 16,168,446.60

LIABILITIES
--------------------------------------------------------
Total current
Liabilities 3,866,076.88 48,993.99 47,214.11 242,761.09

NON CURRENT
LIABILITIES
Bank debt 460,200.00 479,400.00 484,200.00 486,000.00
Cooperation fund - - - 56,801.00
Other 36,971.40 38,513.88 37,418.95 36,380.69
Total non-current
liabilities 497,171.40 517,913.88 521,618.95 579,181.69
--------------------------------------------------------

TOTAL LIABILITIES 4,363,248.28 566,907.87 568,833.06 821,942.78

SHAREHOLDERS'
EQUITY
Paid in capital 30,000.00 30,000.00 30,000.00 30,000.00
Adjustment to
shareholder's
equity 1,331,590.24 1,387,145.51 1,401,334.70 1,406,655.65
Contributed
surplus 15,939,090.11 16,604,084.74 16,576,084.74 16,496,649.68
Accumulated results
- prior years (632,672.81) (339,456,71) (156,977.00)(2,437,587.75)
Accumulated results
- current year (3,197,305.47) (319,611.84) (182,479.71) (149,213.76)
--------------------------------------------------------
Total Shareholders'
Equity 13,470,702.07 17,362,161.70 17,667,962.73 15,346,503.82
--------------------------------------------------------
--------------------------------------------------------
TOTAL LIABILITIES
AND SHAREHOLDER'S
EQUITY 17,833,950.35 17,929,069.57 18,236,795.79 16,168,446.60

Note:
(1) This financial information has been prepared in accordance with Bolivian
generally accepted accounting principles.


For the nine
months ended
December 31 For the year ended March 31
------------------- ------------- ----------------------------------------

Selected Financial 2007 2007 2006 2005
Information (Bolivianos) (Bolivianos) (Bolivianos) (Bolivianos)
------------------- ------------- ------------ ------------ ------------

REVENUE
Other income - 130.00 61.00 -

EXPENSES
General and
administrative 3,064,025.79 32,860.14 143,778.13 57,228.82
Other 1,162.87 134,702.42 38,762.58 (377,066.66)
Depreciation 132,116.81 152,179.28 -- 469,051.60
-------------------------------------------------------
Total expenses 3,197,305.47 319,741.84 182,540.71 149,213.76
-------------------------------------------------------
Net loss (3,197,305.47) (319,611.84) (182,479.71) (149,213.76)

Note:
(1) This financial information has been prepared in accordance with Bolivian
generally accepted accounting principles.


Amalco's Proposed Board of Directors and Officers

If all of the matters placed before the Cold Creek shareholder meeting are approved, and the Amalgamation is completed, the following individuals are anticipated to be the management and key personnel of Amalco:

Gregory L. Kaiser - President, Chief Executive Officer and Director of Amalco

Mr. Kaiser, is the proposed President, Chief Executive Officer and a director of Amalco. Mr. Kaiser is the Chief Executive Officer of Gaucho. Mr. Kaiser was formerly Vice President, Business Development with Pioneer Natural Resources Canada Inc. from October 1999 to November 2007 culminating with the sale of Pioneer Natural Resources Canada Inc. to Abu Dhabi National Energy Company. Prior thereto, Mr. Kaiser co-founded New Century Petroleum Corporation, a private Hong Kong financed company, and was its Chief Geologist from 1993 to 1999. From 1991 to 1993 Mr. Kaiser worked as a Senior Geologist with Corexcana Inc., and prior thereto worked as a Geologist with Ryerson Oil and Gas Limited from 1986 to 1991.

Saeed H. Al Tayer - Director of Amalco

Mr. Saeed H. Al Tayer, has been a director of Al Tayer Group LLC and managing director of Al Tayer Motors LLC since October 1987. Al Tayer Group LLC is a family owned business comprising of over 20 companies involved in the automobile, fashion, jewellery, perfume & cosmetics, publishing, and business & service industries, including Al Tayer Motors LLC.

Enrique G. Coscio Maldonado - Director of Amalco and President of CEE

Mr. Coscio Maldonado, has been the President of CEE since 1998. Mr. Coscio Maldonado obtained a civil engineering degree from Universad Mayor de San Andres, Facultad de Ingenieria (University of Mayor de San Andres, Faculty of Engineering), La Paz, Bolivia in 1979.

Marcelo D. Guiscardo - Director of Amalco

Mr. Guiscardo, is President of San Antonio, a Buenos Aires-based service company, which is a Latin American division of Pride International Ltd. (NYSE). Mr. Guiscardo was President of Pioneer Natural Resources (Argentina) S.A., a subsidiary of Pioneer Natural Resources Co. (NYSE) from January 2005 to May 2006. Mr. Guiscardo was Vice President of E&P Services for Pride International, Inc., from March 2000 to January 2005. From November 1993 to September 1999, Mr. Guiscardo held various senior management positions, including Vice President of Exploration & Production with YPF Sociedad Anonima (now part of Repsol YPF S.A. (BMAD), an integrated energy company based in Spain with operations in 29 countries and significant operations in Argentina. Mr. Guiscardo has been a director of Vantage Energy Services, Inc. (AMEX) since May 2006. Mr. Guiscardo obtained a Bachelor of Science in Civil Engineering from the Rutgers School of Engineering, New Jersey in 1979.

Kerry D. Lyons - Director of Amalco

Mr. Lyons, has been a Professional Engineer for 30 years (McGill University, 1977). Mr. Lyons is currently President of Greenfield Resources Ltd., a private oil and gas exploration company. Mr. Lyons has in excess of 25 years experience in the oil and gas business, notably as COO of Cimarron Petroleum Ltd. from 1996 to 1997, President, CEO and director or Richland Petroleum Corporation (TSX) from 1999 to 2001, President, CEO and director of Terraquest Energy Corporation (TSX) from 2002 to 2004 and a director of its successor Masters Energy Inc. (TSX) from 2004 to the present.

Michael J. Miller - Director of Amalco and Officer of CEE

Mr. Miller, is the President of Safety Boss Ltd., a company providing specialty well control and fire-fighting related services. Mr. Miller was the Chief Executive Officer, Chairman and a director of HSE Integrated Ltd. (a company traded on the TSX) from January 2006 to June 2006. Mr. Miller was a director of Centurion Energy International Inc. (listed on the TSX until it was acquired in early 2007) from August 1986 to August, 2006.

Michael S. Vandale - Chairman and Director of Amalco and Officer of CEE

Mr. Vandale, is the President and a director of Gaucho and is a director of Cold Creek. Mr. Vandale has been Chairman and a director of Patch International Inc. (OTCBB) since May 2006. Mr. Vandale was the Chairman and a director of Arsenal Energy Inc., a public corporation listed on the TSX and Frankfurt Stock Exchange, from January 2001 to May 2008. Mr. Vandale was the President and Chief Executive Officer of Arsenal Energy Inc. from January 2001 to April 2006. He was President of Sundance Resources Inc. listed on the TSXV, and was a director of its successor company, True Energy Inc. listed on the Toronto Stock Exchange until the fall of 2002 when he started Arsenal Energy Inc. From 1997 to 1999, Mr. Vandale was a director and major shareholder of Mutual Fund Direct Inc. until it was sold to Altamira Investment Services Inc. Mr. Vandale is a founding shareholder and a director of Sahara Energy Ltd., (formerly Battleford Capital Inc.) listed on the TSXV. Mr. Vandale has more than 25 years experience in upstream oil and gas exploration and midstream operations in Canada, the United States and South America.

Marek R. Wronski - Chief Financial Officer of Amalco

Mr. Wronski, is the proposed Chief Financial Officer of Amalco. Mr. Wronski, obtained a Bachelor of Administration from the University of Poznan, Poznan, Poland in 1986. Mr. Wronski was an accounting coordinator with Kilowatts Design Company Inc. from January 2006 to March 2008. Mr. Wronski was an Enterprise Resources Planning Team accountant at Syntech EFX from October 2004 to December 2005. Mr. Wronski was a financial accountant with Arctic Construction International from May 2003 to September 2004.

Donald B. Edwards - Corporate Secretary of Amalco

Donald B. Edwards, is a partner with the law firm of Borden Ladner Gervais LLP in Calgary, Alberta and practices in the areas of securities, corporate finance, commercial transactions, natural resources and mergers and acquisitions. Mr. Edwards has practiced in the area of securities, corporate finance and venture capital matters since 1990 and has acted for a broad range of domestic and foreign issuers, investment banks and securities dealers, with a particular emphasis in venture capital and mergers and acquisitions, both domestic and cross border transactions. Mr. Edwards is a member of the Law Society of Alberta and the Canadian Bar Association.

Deadline to Complete Qualifying Transaction

The Cold Creek Shares were listed on the Exchange on July 14, 2006. Cold Creek, being classified as a Capital Pool Company (under Exchange policies) is required to complete a qualifying transaction within 24 months of its date of listing, in accordance with Exchange Policy 2.4.

Failure to complete a qualifying transaction by the 24-month anniversary date of July 14, 2008 has resulted in Cold Creek's trading status being suspended in accordance with Exchange Policy 2.4. Cold Creek's trading status will remain suspended until Cold Creek completes a qualifying transaction or transfers to NEX. If Cold Creek does not complete a qualifying transaction or transfer to NEX by October 14, 2008 then Cold Creek will be delisted.

Trading of the Cold Creek Shares remains suspended pending receipt and review by the Exchange of acceptable documentation regarding the proposed Qualifying Transaction. The proposed Qualifying Transaction has not been approved by the Exchange and remains subject to Exchange Approval.

It should not be assumed that the estimated future net cash flow shown below is representative of the fair market value of CEE's concession interests. There is no assurance that such price and cost assumptions will be attained and variances could be material. The recovery and reserve estimates of crude oil, NGLs and natural gas reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual crude oil, NGLs and natural gas reserves may be greater than or less than the estimates provided herein.

Disclosure provided herein in respect of BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and Majority of the Minority Approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

CEE must apply for the consent of YPFB in accordance with the terms of the Warnes Operating Contract, as the transfer of the Warnes Field cannot occur until the required consent is received from YPFB. There can be no assurance that the YPFB consent will be received as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Thomas Weisel Partners Canada Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Certain statements in this material may be "forward-looking statements" including outlook on oil and gas prices, estimates of future production, estimated completion dates of acquisitions and construction and development projects, business plans for drilling and exploration, estimated amount and timing of capital expenditures and anticipated future debt levels and royalty rates. Information concerning reserves contained in this material may also be deemed forward-looking statements as such estimates involve the implied assessment that the resources described can be profitably produced in the future. These statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated by the Corporation

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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