CALGARY, ALBERTA--(Marketwire - Aug. 22, 2012) - Cumberland Oil & Gas Ltd. ("Cumberland" or the "Company") (TSX VENTURE:COG) has filed its unaudited condensed interim financial statements and related Management's Discussion and Analysis ("MD&A") for the three months and six months ended June 30, 2012. Copies of these documents may be obtained under Cumberland's SEDAR profile via the SEDAR website at www.sedar.com or through the Company's website at www.cumberlandltd.com.
On August 15, 2012, the Company announced that it had entered into an arrangement agreement providing for the acquisition by Kallisto Energy Corp. ("Kallisto") of all of the outstanding common shares of Cumberland ("Cumberland Shares") on the basis of 0.9180 of a common share of Kallisto for each outstanding Cumberland Share (the "Transaction"). At closing of the Transaction, Cumberland shareholders will own approximately 35% of the pro forma company. An information circular is expected to be mailed to shareholders in early September and a special meeting of shareholders is expected to be held in early October. It is expected that the Transaction will be completed in mid-October on the assumption that Kallisto and Cumberland receive the requisite approvals and all of the conditions to closing are satisfied.
In the interest of providing Cumberland's shareholders and potential investors with information regarding Cumberland, certain statements contained in this news release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this news release contains, without limitation, forward-looking statements pertaining to the following: expectations of management regarding the proposed Transaction, including the timing of completion of the Transaction, holding a shareholder meeting to approve the Transaction and mailing the information circular in respect thereof.
With respect to forward-looking statements contained in this news release, Cumberland has made assumptions regarding, among other things: the timing of receipt of regulatory, Court and shareholder approvals as well as the parties abilities to meet their currently expected timing targets. Although Cumberland believes that the expectations reflected in the forward-looking statements included in this news release, and the assumptions on which such forward-looking statements are made are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions or expectations upon which the forwad-looking statements are based will occur.
The forward-looking statements contained in this news release speak only as of the date of this news release. Except as expressly required by applicable securities laws, Cumberland does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements in this news release are expressly qualified by this cautionary statement.
Vice President, Finance and Chief Financial Officer