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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Benz Capital Corp | TSXV:BCC.P | TSX Venture | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.115 | 0.065 | 0.21 | 0 | 01:00:00 |
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES 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 releases dated December 18, 2009 and January 28, 2010, that they have amalgamated (the "Amalgamation") to form a new company called Cumberland Oil & Gas Ltd. ("Amalco"). The Amalgamation was approved by the shareholders of each of the CPCs and Cumberland at shareholder meetings held earlier today. The Amalgamation constitutes the qualifying transaction (the "Qualifying Transaction") for each of the CPCs in accordance with the rules of the TSX Venture Exchange (the "Exchange"). As previously announced on January 28, 2010, Cumberland has completed a 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 "Cumberland Financing"). Each Subscription Receipt was converted, for no additional consideration in accordance with their terms, for one common share of Cumberland immediately prior to the completion of the Amalgamation and subsequently exchanged for one common share of Amalco pursuant to the Amalgamation. The proceeds from the Cumberland Financing previously deposited with an escrow agent prior to the completion of the Amalgamation were released to Amalco today. The proceeds of the Cumberland Financing are expected to be applied to Amalco's 2010 capital expenditure program and for general working capital purposes. Final approval of the Qualifying Transaction will occur upon the issuance by the Exchange of its Final Exchange Bulletin (as defined in the policies of the Exchange). Upon the issuance of the Final Exchange Bulletin, Amalco will be listed as a Tier 2 oil and gas issuer on the Exchange and the Amalco Share will trade under the symbol "COG". Amalco will have 32,384,319 common shares outstanding, daily production of approximately 60 BOE/d, no debt and approximately $5.0 million of cash in the bank. Amalco will continue to concentrate on acquisition, exploitation and development opportunities, directed towards both natural gas and light oil prospects. The Cumberland management team most recently led Rockyview Energy Inc., a TSX-listed oil and gas company that grew to approximately 3,000 BOE/d when it was sold to Direct Energy in January 2008. Prior to that, they were the management group at APF Energy Trust, a TSX-listed income trust with daily production of 18,000 BOE/d, which was sold to StarPoint Energy Trust in 2005. The initial directors and officers of Amalco are: Name and Title Residence Background During the Five Preceding Years Steven Cloutier, Calgary, Independent businessman, Executive Chairman and Chairman and Alberta director of Cumberland since January 2008. Director President and Chief Executive Officer of Rockyview Energy Inc. (a public oil and gas company) from June 2005 until January 2008. Prior thereto, President and Chief Operating Officer of APF Energy Inc. (a wholly-owned subsidiary of APF Energy Trust, a public oil and gas trust) and prior thereto Executive Vice President and Chief Operating Officer of APF Energy Inc. Martin Hislop, Calgary, Independent businessman since June 2005 Director Alberta including a director of Cumberland since March 2008. Prior thereto, Chief Executive Officer of APF Energy Inc. (a wholly-owned subsidiary of APF Energy Trust, a public oil and gas trust). Daniel Allan, Calgary, President, Chief Executive Officer and a President and Alberta director of Cumberland since January 2008. Chief Chief Executive Operating Officer of Rockyview Energy Inc. Officer and (a public oil and gas company) from June 2005 Director until January 2008. Prior thereto, Vice-President Exploration and Production of APF Energy Inc. (a wholly owned subsidiary of APF Energy Trust, a public oil and gas trust) and prior thereto President and Chief Executive Officer of CanScot Resources Ltd. (a public oil and gas company). Richard Charron, Calgary, Independent businessman since July 2008. From Director Alberta 2005 until July 2008, Mr. Charron held roles of increasing responsibility at Xtreme Coil Drilling Corp. (a public oil and gas services company) including the role of Chief Executive Officer. Prior thereto, Chief Financial Officer of Itres Research Inc. (a private investment and service company) from 2003 to 2005. From 2000 to 2003, President and Chief Financial Officer of Wrangler West Energy Corp. (a public oil and gas company). Alan MacDonald, Calgary, Vice President, Finance and Chief Financial Vice-President, Alberta Officer of Cumberland since March 2008. Vice Finance and Chief President, Finance and Chief Financial Officer Financial Officer of Rockyview Energy Inc. (a public oil and gas company) from June 2005 until January 2008. Prior thereto, Vice President, Finance and Chief Financial Officer of APF Energy Inc. (a wholly-owned subsidiary of APF Energy Trust, a public oil and gas trust). David Oginski, Calgary, Vice President, Engineering of Cumberland since Vice-President, Alberta September 2009. Prior thereto, Chief Engineering Operating Officer of Welton Energy Corporation (a pubic oil and gas company) from 2004 until 2009. Fred Davidson, Calgary, Partner, Burnet, Duckworth & Palmer LLP (law Corporate Alberta firm). Secretary Following the completion of the Amalgamation, Amalco granted a director of Amalco options to purchase 50,000 common shares of Amalco at an exercise price of $0.33 per share which options are exercisable until February 26, 2015 and vest as to one-third thereof on each of the first, second and third anniversaries of the date of grant. Cautionary Statements Disclosure provided herein in respect of BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf to 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. All BOE conversions in this joint news release are derived by converting gas to oil according to this 6 Mcf to 1 Bbl ratio. Certain statements contained in this joint news release constitute forward-looking statements, including, without limitation, Amalco management's assessment of the future plans and operations of Amalco and the expected use of proceeds from the Cumberland Financing. By their nature, forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the party's 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, Exchange approval of the Qualifying Transaction, 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. Amalco's 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, or if any of them do so, what benefits Amalco will derive therefrom. There is no assurance that Exchange approval for completion of the Qualifying Transaction will be obtained. 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, each of the companies 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 Qualifying Transaction and has neither approved nor disapproved the contents of this joint news release.
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