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Abstract
Latigo Capital Corporation ("Latigo") (TSX VENTURE:LTG.P), Warnic 1 Enterprises Ltd. ("Warnic") (TSX VENTURE:WNCP), Valentine Ventures Corp. ("Valentine") (TSX VENTURE:VVN), Blackwater Capital Corp. ("Blackwater") (TSX VENTURE:BCC.P), all capital pool companies ("CPCs") and Cumberland Oil & Gas Ltd. ("Cumberland"), a privately held oil and gas company, are pleased to announce that in connection with their previous news release dated December 18, 2009, they have mailed a joint information circular and proxy statement ("Information Circular") to their respective shareholders with respect to the previously announced amalgamation of each of Latigo, Warnic, Valentine, Blackwater and Cumberland (the "Amalgamation") to form a new company to be called Cumberland Oil & Gas Ltd. ("Amalco"). The meetings of each of the Latigo shareholders, the Warnic shareholders, the Valentine shareholders (the "Valentine Meeting"), the Blackwater shareholders and the Cumberland shareholders will be held on February 26, 2010. The Amalgamation is intended to constitute the qualifying transaction (the "Qualifying Transaction") for each of the CPCs.
Additionally, Valentine announces that it has cancelled an aggregate of 675,000 common shares, representing one half of the common shares issued to the "founders" of Valentine, which shares were cancelled pursuant to the policies of the TSX Venture Exchange ("TSXV") as a result of Valentine's failure to complete a qualifying transaction within the time period required by the TSXV. At the Valentine Meeting, shareholders of Valentine will be asked to ratify such cancellation (the "Share Cancellation Resolution"), failing which an additional 675,000 common shares of Valentine will be cancelled, representing the remaining shares held by "founders" of Valentine.
The engineering report prepared for Cumberland by its independent engineers, McDaniel & Associates Consultants Ltd. ("McDaniel"), dated November 30, 2009, entitled, "Mechanical Update Evaluation of Natural Gas Reserves Based on Forecast Prices and Costs As of October 1, 2009" (the "McDaniel Report") presents an appraisal of the extent and value of the proved, probable and possible natural gas reserves of Cumberland's properties located in the Province of Alberta. The appraisal was prepared using reserves definitions consistent with those of National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities ("NI 51-101"). The McDaniel Report was prepared based on the detailed engineering report entitled "Evaluation of Natural Gas Revenues Based on Forecast Prices and Costs as of December 31, 2008" dated March 17, 2009 (the "March Report"). The tables below set out selected reserves information for Cumberland derived from the McDaniel Report. It should not be assumed that the estimates of future net revenues presented in the tables below represent the fair market value of the reserves.