TSX-V SYMBOL: MTZ
CALGARY, March 11, 2013 /CNW/ - Montana Exploration Corp. ("Montana") announces that it has received notice from the TSX Venture Exchange
(the "TSXV") that disinterested shareholder approval is required to re-price the
conversion rate of $2.46 million of the principal amount owing by
Montana under its senior debt ("Senior Debt") to Rioco Partners, Ltd. ("Rioco") from $0.32 to $0.25 per common share and that the re-pricing from
$0.32 to $0.25 per common share of the 4,000,000 warrants (the "Senior Warrants") previously issued to Rioco Partners, Ltd. for extending the maturity of the loan will not be
approved. The principal shareholder of Rioco Partners, Ltd. is James
Collins, a director and a controlling shareholder of Montana.
The re-pricing of the conversion rate of the Senior Debt is intended to
act as an inducement to Rioco to convert the Senior Debt into common
shares. It is a condition of the proposed private placement to McIntyre
Partners that the Senior Debt be converted into common shares.
The proposed re-pricing of the conversion rate to the Senior Debt and
Senior Warrants were previously announced in the press release of the
Montana dated January 31, 2013 and the information circular in respect
to the special meeting of the shareholders of Montana to be held on
March 14, 2013 (the "Shareholders' Meeting").
The reduction of the exercise price of the Senior Warrants was to be put
before shareholders of Montana at the Shareholders Meeting. Instead, a
motion will be put forward to the shareholders to amend the resolution
to re-price the conversion rate of the Senior Debt.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Caution Regarding Forward Looking Information
Certain statements contained in this document constitute
"forward-looking statements" and/or "forward-looking information"
within the meaning of applicable securities laws (collectively referred
to as forward-looking statements). Forward-looking information is
often, but not always, identified by the use of words such as
"anticipate", "believe", "expect", "plan", "intend", "forecast",
"target", "project", "guidance", "may", "will", "should", "could",
"estimate", "predict" "propose" or similar words suggesting future
outcomes or language suggesting an outlook. Forward-looking statements
in this press release include, but are not limited to completion of the
Private Placement to McIntyre Partners, the re-pricing of the
conversion rate of the Senior Debt and the holding of a special meeting
In addition, the proposed transactions are subject to Montana receiving
regulatory approval from the Exchange and approval at a meeting of the
holders of common shares and preferred shares of Montana.
Forward-looking statements and information contained in this press
release are based on our current beliefs as well as assumptions made
by, and information currently available to, us. Although we consider
these assumptions to be reasonable based on information currently
available to us, they may prove to be incorrect.
By their very nature, the forward-looking statements included in this
press release involve inherent risks and uncertainties, both general
and specific, and risks that predictions, forecasts, projections and
other forward-looking statements will not be achieved. We caution
readers not to place undue reliance on these statements as a number of
important factors could cause the actual results to differ materially
from the beliefs, plans, objectives, expectations and anticipations,
estimates and intentions expressed in such forward-looking statements.
These factors include, but are not limited to, the volatility of oil
and gas prices; production and development costs and capital
expenditures; the imprecision of reserve estimates and estimates of
recoverable quantities of oil, natural gas and liquids; Montana's
ability to replace and expand oil and gas reserves; environmental
claims and liabilities; incorrect assessments of value when making
acquisitions; increases in debt service charges; the loss of key
personnel; the marketability of production; defaults by third party
operators; unforeseen title defects; fluctuations in foreign currency
and exchange rates; inadequate insurance coverage; compliance with
environmental laws and regulations; changes in tax and royalty laws;
Montana's ability to access external sources of debt and equity
capital; and Montana's ability to obtain equipment in a timely manner
to carry out development activities. Readers are cautioned that the
foregoing list of factors that may affect future results is not
exhaustive. When relying on our forward-looking statements to make
decisions with respect to Montana, investors and others should
carefully consider the foregoing factors and other uncertainties and
potential events. Furthermore, the forward-looking statements contained
in this press release are made as of the date of this document and we
do not undertake any obligation to update publicly or to revise any of
the included forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
applicable law. The forward-looking statements contained in this press
release are expressly qualified by this cautionary statement.
SOURCE: Montana Exploration Corp.
For further information:
Charles Selby, Chairman & CEO
Telephone: (403) 265 9091 (ext 247)
Fax: (403) 265 9021
Don Foulkes, President
Telephone: (403) 265 9091 (ext 248)
Fax: (403) 265 9021