BCC.P Benz Capital Corp

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.

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