BCC.P Benz Capital Corp

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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