Kallisto Energy Corp. and Cumberland Oil & Gas Ltd. have completed their previously announced arm's length business combination by way of a plan of arrangement under the Business Corporations Act (Alberta). The plan of arrangement was approved by an overwhelming majority of more than 99% of the votes cast by the Cumberland shareholders at the special meeting of Cumberland shareholders held on October 10, 2012. Final approval of the plan of arrangement was granted by the Court of Queen's Bench of Alberta on October 10, 2012.

Pursuant to the terms of an arrangement agreement between the parties, Kallisto acquired all of the outstanding common shares of Cumberland ("Cumberland Shares") on the basis of 0.9180 of a common share of Kallisto ("Kallisto Share") for each outstanding Cumberland Share (the "Transaction"). After completing the Transaction, Kallisto has 93,601,536 Kallisto Shares outstanding with Kallisto shareholders owning approximately 65% and Cumberland shareholders owning approximately 35% of the combined Company.

Tags: Kallisto Energy