Upper Lake announces mailing of information circular and proxy statement with respect to plan of arrangement with Monterey Exploration Ltd.



    CALGARY, Aug. 6 /CNW/ - Upper Lake Oil and Gas Ltd. (TSX: UP) ("Upper
Lake") announces that the management information circular and proxy statement
("Information Circular") for the upcoming special meeting ("Special Meeting")
of the shareholders and optionholders of Upper Lake has been mailed to Upper
Lake shareholders and optionhholders of record as at July 25, 2008. At the
Special Meeting, shareholders and optionholders of Upper Lake will be asked to
consider the previously announced business combination with Monterey
Exploration Ltd. ("Monterey").
    The business combination is to be undertaken by way of a plan of
arrangement (the "Arrangement") under Section 193 of the Alberta Business
Corporations Act. The Arrangement Agreement between Upper Lake and Monterey,
dated effective July 2, 2008, provides that the Upper Lake shareholders will
receive 0.28 of a Monterey share for each Upper Lake share held. Each Upper
Lake option outstanding as at the effective time of the Arrangement will be
cancelled and the holder thereof will receive that number of Monterey shares
equal to the Exercise Price Differential multiplied by 0.28, less any
applicable withholdings. The Exercise Price Differential is the amount by
which the weighted average trading price of the Upper Lake shares for the
5 day period ended June 27, 2008 (which amount equals $0.86) exceeds the
exercise price of the applicable Upper Lake option. Upon completion of the
Arrangement, Upper Lake will become a wholly-owned subsidiary of Monterey.
    In anticipation of the Arrangement, an application has been made to the
Toronto Stock Exchange ("TSX") to list the common shares of Monterey on the
TSX. Listing will be subject to Monterey meeting the original listing
requirements of the TSX.
    The Information Circular contains detailed information concerning the
Arrangement and will be available on SEDAR (www.sedar.com) as well as on the
Upper Lake website (www.upperlake.ca).
    The Special Meeting will be held in the Cardium A and B Room of the
Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary, Alberta, on Friday,
August 29, 2008, at 10:00 a.m. (Calgary time).
    The Arrangement is expected to close on or about August 29, 2008.
Completion of the Arrangement is subject to, among other conditions, the
approval of the Court of Queen's Bench of Alberta, receipt of all necessary
regulatory approvals, the approval by at least 66 2/3% of the votes cast by
Upper Lake shareholders and optionholders, voting as a single class, and
approval by at least 50% of the votes cast by Upper Lake shareholders at the
Special Meeting. All Upper Lake shareholders and optionholders are encouraged
to vote in person or by proxy at the Special Meeting.

    Advisory Regarding Forward-Looking Statements

    This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly and without
limitation, this press release contains forward looking statements and
information concerning the timing of the Upper Lake securityholders' special
meeting, completion of the Arrangement and listing on the TSX. The
forward-looking statements and information are based on certain key
expectations and assumptions made by Upper Lake, including expectations and
assumptions concerning the anticipated completion of the proposed Arrangement
and the anticipated timing for completion of the Arrangement. Upper Lake has
provided these anticipated times in reliance on certain assumptions that it
believes are reasonable at this time, including assumptions as to the timing
of receipt of the necessary regulatory, court and stock exchange approvals and
the time necessary to satisfy the conditions to the closing of the
Arrangement. Although Upper Lake believes that the expectations and
assumptions on which such forward-looking statements and information are based
are reasonable, undue reliance should not be placed on the forward looking
statements and information because Upper Lake can give no assurance that they
will prove to be correct. Since forward-looking statements and information
address future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ materially from
those currently anticipated due to a number of factors and risks. These
factors include failure to obtain the required securityholder, court,
regulatory and other third party approvals and others, which may be found in
the Information Circular.
    Readers are cautioned that the foregoing list of factors is not
exhaustive. The forward-looking statements and information contained in this
press release are made as of the date hereof and Upper Lake undertakes no
obligation to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or
otherwise, unless so required by applicable securities laws.





For further information:

For further information: Don Copeland, Executive Chairman, (403)
237-9141; Kelly J. Ogle, President and Chief Executive Officer, (403)
237-9141

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UPPER LAKE OIL AND GAS LTD.

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