CALGARY, June 24, 2011 /CNW/ - Montana Exploration Corp. (the "Company") will issue up to 1,300,000 Series C Convertible First Preferred Shares of the Company  at a deemed price of $0.52 per share as part of a private placement which will result in gross proceeds of approximately $675,000. The private placement completes a series of transactions contemplated in the recapitalization of the Company earlier this year.  It is expected that an insider, ANG Partners, Ltd., a corporation controlled by a director of the Company which presently holds approximately 52% of the outstanding common shares of the Company will subscribe for approximately 1,300,000 Series C Convertible First Preferred Shares in the private placement.  The Series C Convertible First Preferred Shares may be exchanged by the holder at any time up to 18 months following closing for either:

a.      A common share of Montana Exploration and one full warrant, which warrant may be exercised for a price $0.80 within 24 months of closing; or
b.      Secured debentures in the principal amount of $0.52 for each preferred share converted plus interest at the date of conversion from the closing date to the date of conversion. The secured debentures shall bear interest at a rate of prime plus 2.5% payable quarterly and the principal on the secured debentures shall be due and payable 24 months from closing of the Preferred Share Private Placement. Interest on the debentures may at the election of the Company be paid by the issuance of additional common shares priced at the prevailing 15 day weighted average share trading price.

The proposed issuance of shares is subject to the Company receiving regulatory approval from the TSX Venture Exchange.


Caution Regarding Forward Looking Information

This press release contains forward-looking statements within the meaning of securities laws, including the "safe harbour" provisions of Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. 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" or similar words suggesting future outcomes or language suggesting an outlook. Forward-looking statements in this press release include, but are not limited to, the drilling of three additional wells, the anticipated date the first well will spud, anticipated drilling costs, the use of proceeds from the financing, the proposed name change and change of ticker symbol and the anticipated consolidation.

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; the Company'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; the Company's ability to access external sources of debt and equity capital; and the Company'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 the Company, 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:

      Don Foulkes, President & CEO     Charles Selby, Executive Chairman
Telephone:     (403) 265 9091 (ext 248)     (403) 265 9091 (ext 247)
Fax:     (403) 265 9021     (403) 265 9021


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