Cold Creek Capital Inc.
TSX VENTURE : CCC.P

Cold Creek Capital Inc.

July 28, 2006 18:43 ET

Cold Creek Capital Inc. Announces Letter of Intent with Sherwood International Petroleum Ltd.

CALGARY, ALBERTA--(CCNMatthews - July 28, 2006) - Cold Creek Capital Inc ("Cold Creek" or the "Corporation") (TSX VENTURE:CCC.P) has entered into a letter of intent dated July 28, 2006 (the "Agreement"), for the arm's-length acquisition of Sherwood International Petroleum Ltd. ("Sherwood"), a private corporation incorporated under the laws of Alberta. Sherwood was incorporated on June 26, 2006 and its operations-to-date consist of the negotiation of a production sharing agreement for the production of oil and gas in the Republic of Albania. Cold Creek is a capital pool company and intends for the acquisition of Sherwood to constitute the Qualifying Transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the TSX Venture Exchange (the "TSXV"). The Qualifying Transaction is an arm's length transaction.

Prior to the completion of the Qualifying Transaction, Geoffrey A. Carrington and Randy Harrison of the City of Calgary, in the Province of Alberta are the individuals who have direct or indirect or beneficial control of 100% of the issued and outstanding Sherwood Shares.

Pursuant to the terms of the Agreement, subject to completion of satisfactory due diligence, a definitive purchase agreement and receipt of applicable regulatory approvals, Cold Creek intends to acquire 100% of the shares of Sherwood such that Sherwood would be a wholly-owned subsidiary of Cold Creek, in consideration for a total of 6,000,000 common shares in the capital of Cold Creek at a deemed price of $0.50 per share, $600,000 cash and a 6% gross overriding royalty for an aggregate deemed consideration of approximately $3,600,000, which was negotiated at arm's length between Cold Creek and Sherwood.

Cold Creek will pay to Sherwood a non-refundable deposit of $25,000. Provided that the Qualifying Transaction is completed that deposit will be applied as part of the consideration payable by Cold Creek to Sherwood.

All geological information provided in this press release, including all information on the Property, has been provided by management of Sherwood and has not been independently verified by management of Cold Creek.

The Corporation is a Capital Pool Company ("CPC"). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction. After the Qualifying Transaction, Cold Creek, the Resulting Issuer, will be involved in the production of oil and gas in Republic of Albania.

Insiders and Board of Directors of the Resulting Issuer

The following persons will be insiders of the Resulting Issuer:

(i) Geoffrey A. Carrington - President and Chief Executive Officer, Calgary, Alberta

Dr. Carrington will be an insider by virtue of becoming an officer, director and shareholder controlling in excess of 10% of the shares of the Resulting Issuer. Dr. Carrington earned his Ph.D. in geophysics from Imperial College, London and has worked in the oil and gas industry since 1980. Since 1987, Dr. Carrington has focused exclusively on international oil and gas projects. In his most recent position as Executive VP with a public, junior international oil and gas company, Dr. Carrington played a large part in turning the company around and was deeply involved in financings, shareholder relations and strategic planning at the most senior level.

(ii) Randy Harrison - Director, Calgary, Alberta

Mr. Harrison will be an insider by virtue of becoming a director and shareholder controlling in excess of 10% of the shares of the Resulting Issuer. Mr. Harrison is currently the President and Chief Executive Officer of Stallion Energy Inc., a Canadian private oil and gas company. Mr. Harrison has over 27 years of industry experience including senior executive and board positions with several public and private companies. He is currently a Director of Signal Energy Inc. a public corporation listed on the Toronto Stock Exchange (the "TSX").

(iii) Michael S. Vandale - Director, Calgary, Alberta

Mr. Vandale is currently a director and officer of the Corporation and will be an insider by virtue of becoming a director of the Resulting Issuer. Mr. Vandale is the Chairman, President and Chief Executive Officer and a director of Arsenal Energy Inc., a public energy corporation listed on the TSX and Frankfurt Stock Exchange. 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 20 years experience in upstream oil and gas exploration and midstream operations in Canada, the United States and South America.

(iv) Curtis R. Stewart - Director, Calgary, Alberta

Mr. Stewart is currently a director of the Corporation and will be an insider by virtue of becoming director of the Resulting Issuer. Mr. Stewart, is a partner at the law firm of Bennett Jones LLP in Calgary, Alberta and practices in the area of tax litigation law. From June 1994 to October 2000, he was a partner at MacPherson, Leslie, Tyerman Law Office. Mr. Stewart is a member of the law society of Alberta and the Canadian Bar Association. Mr. Stewart has been a director of Arsenal Energy Inc., a public energy company listed on the TSX and Frankfurt Stock Exchange since June 2004 and he was a director of Battleford Capital Inc., a capital pool company, listed on the TSXV from January 2005 to October 2005.

(v) Donald Edwards -Corporate Secretary, Calgary, Alberta

Mr. Edwards is currently an officer of the Corporation and will be an insider by virtue of becoming an officer of the Resulting Issuer. Mr. 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 was a lawyer and subsequently a partner of Armstrong Perkins Hudson LLP, and its predecessors, from 1994 until July 2002 when the firm merged with Borden Ladner Gervais LLP. Mr. Edwards has practiced in the areas 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 on venture capital and mergers and acquisitions and both domestic and cross border transactions. Mr. Edwards is a member of the Law Society of Alberta and the Canadian Bar Association.

Cold Creek and Sherwood are currently identifying individuals to fulfill the role of Chief Financial Officer of the Resulting Issuer.

Upon completion of the Qualifying Transaction the Resulting Issuer intends to issue up to 1,200,000 options at an exercise price of $0.50 pursuant to the stock option plan of the Corporation.

Conditions of Closing

The closing of the Qualifying Transaction is subject to the following conditions, among others:

a) the completion of satisfactory due diligence by Cold Creek;

b) the preparation of a satisfactory engineering evaluation, a production sharing agreement and financial statements as required by the TSX;

c) the entering into a formal share purchase agreement and related documentation, between Cold Creek, Sherwood, Geoffrey A. Carrington and Randy Harrison in form and content satisfactory to each of them;

d) the approval or consent of any third party whose consent is required by Sherwood to complete the Acquisition; and

e) any regulatory, shareholder, director or other approvals as may be required.

It is intended that the Offer will be made by way of exempt take-over bid in the Province of Alberta and such other jurisdictions in which holders of the Offered Shares reside where such bid may lawfully be made; provided however, that final determination of the structure will be based on the securities and tax aspects of the transaction and will be made in the most legally and tax effective manner as agreed to by the parties.

Assets

Upon the completion of the Qualifying Transaction, the Resulting Issuer is anticipated to have the right to evaluate and develop certain oil and gas interests pursuant to a production sharing agreement, in the Kucova Oilfield, Albania having proved and probable reserves valued at not less than $20,000,000 using constant dollar evaluation discounted at 10%.

Private Placement

Concurrent with the closing of the Qualifying Transaction, Cold Creek expects to complete a Private Placement of up to 6,000,000 common shares at a price of $0.50 per share for total proceeds of $3,000,000.

Cold Creek currently has 4,700,000 Cold Creek shares outstanding. Upon closing of the Qualifying Transaction and the Private Placement, Cold Creek will have approximately 16,700,000 shares issued and outstanding. Additional details of the private placement are being negotiated.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Cold Creek and Sherwood are currently reviewing the TSXV requirements for sponsorship and intend to comply with the policies of the TSXV after discussions with the TSXV regarding sponsorship.

The shares of Cold Creek will be halted from trading immediately until the TSXV receives certain required documentation.

A further press release will be issued at the time when, among other things, the following occur:

(i) a Chief Financial Officer has been selected for the Resulting Issuer;

(ii) an engineering firm has completed an evaluation of the oil and gas interests of the Resulting Issuer;

(iii) further details relating to the Qualifying Transaction have been determined;

(iv) further details relating to the private placement have been determined; or

(v) Cold Creek is required by applicable law to disclose information that has occurred subsequent to this press release.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder 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.

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.

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.




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

Contact Information