Latigo Capital Corporation
TSX VENTURE : LTG.P

Warnic 1 Enterprises Ltd.
TSX VENTURE : WNCP

Valentine Ventures Corp.
TSX VENTURE : VVN

Blackwater Capital Corp.
TSX VENTURE : BCC.P

Cumberland Oil & Gas Ltd.

February 03, 2010 18:21 ET

Cumberland Oil & Gas Ltd. Announces Closing of $1.2 Million Subscription Receipt Financing

Former Rockyview Energy, APF Energy Management Team to Move Forward with a Public, Growth-Oriented Acquisition, Development and Exploration Company

CALGARY, ALBERTA and VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 3, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Further to the joint news release dated December 18, 2009 of Latigo Capital Corporation (TSX VENTURE:LTG.P), Warnic 1 Enterprises Ltd. (TSX VENTURE:WNCP), Valentine Ventures Corp. (TSX VENTURE:VVN), Blackwater Capital Corp. (TSX VENTURE:BCC.P), all capital pool companies (collectively the "CPCs") and Cumberland Oil & Gas Ltd. ("Cumberland"), a privately held oil and gas company, wherein the companies announced that they had signed an amalgamation agreement whereby each of the companies agreed to combine their respective businesses by way of amalgamation (the "Amalgamation"), Cumberland is pleased to announce that it has completed its previously announced non-brokered private placement of 3,636,364 subscription receipts (the "Subscription Receipts") at a price of $0.33 per Subscription Receipt for gross proceeds of $1.2 million (the "Offering").

The proceeds from the Offering have been deposited in escrow with Olympia Trust Company pending the satisfaction of certain conditions, including the CPCs and Cumberland being in receipt of all necessary regulatory, shareholder and stock exchange approvals regarding the Amalgamation and all of the conditions to the completion of the Amalgamation have been satisfied or waived other than the filing of Articles of Amalgamation with the Registrar of Corporations for the Province of Alberta.

Upon all conditions being met, the proceeds of the Offering will be released to Cumberland and each Subscription Receipt will be exchanged for one common share of Cumberland immediately prior to the completion of the Amalgamation without additional payment. Cumberland intends to use the proceeds of the Offering to fund its 2010 capital expenditure program and for general working capital purposes. If the closing of the Amalgamation does not take place by March 31, 2010, the Amalgamation is terminated at any earlier time, or one of the CPCs or Cumberland has announced to the public that it does not intend to proceed with the Amalgamation, holders of the Subscription Receipts will be entitled to a return of their full subscription price and their pro rata entitlement to the interest earned on the escrowed funds.

Trading of the shares of the CPCs has been halted and will not resume until the TSX Venture Exchange ("TSXV") has accepted all requisite documentation in connection with the proposed Amalgamation. It is currently anticipated that trading in the shares of Latigo Capital Corporation Warnic 1 Enterprises Ltd. and Blackwater Capital Corp. will resume trading shortly after the TSXV has decided to grant the CPCs an exemption from the requirement for a Sponsorship Report or a Sponsor has been engaged. It is currently anticipated that trading in the shares of Valentine Ventures Corp. will remain suspended due to its failure to complete a Qualifying Transaction within the requisite time required by the TSXV.

Reader Advisory

Certain statements contained in this joint news release constitute forward-looking statements, including, without limitation, completion of the Amalgamation and receipt of all required approvals thereto and the timing thereof and the intended use of proceeds of the Offering. By their nature, forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the parties' control including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources, inability to meet or continue to meet listing requirements, the inability to obtain required consents, permits or approvals, including, without limitation, shareholder approval of the Amalgamation, failure to realize the anticipated benefits of the Amalgamation and the risk that actual results will vary from the results forecasted and such variations may be material. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Actual results, performance or achievement could differ materially from those expressed in or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. There is no assurance that the necessary approvals for completion of the Amalgamation will be obtained or that some other condition to the closing of the Amalgamation will not be satisfied.

The forward-looking statements contained in this joint news release are made as of the date of this joint news release. Except as required by law, the CPCs disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

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

Neither the 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 joint news release.

Contact Information

  • Cumberland Oil & Gas Ltd.
    Alan MacDonald
    Vice President, Finance and Chief Financial Officer
    (403) 237-0790
    or
    Latigo Capital Corporation
    Ric Charron
    Director
    (403) 651-0354
    or
    Warnic 1 Enterprises Ltd.
    John Dunlop
    Director
    (604) 639-3203
    or
    Valentine Ventures Corp.
    Michael Hayduk
    Director
    (403) 234-7779
    or
    Blackwater Capital Corp.
    Rod McCann
    Director, President and Chief Executive Officer
    (403) 253-7887