/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE DISTRIBUTION SERVICES/
TSX-V SYMBOL: MTZ
CALGARY, April 23, 2013 /CNW/ - Montana Exploration Corp. ("Montana") is pleased to announce further details on its previously announced rights offering to shareholders of Montana (the "Rights Offering") to raise proceeds of up to approximately $1.68 million. Pursuant to the Rights Offering, each holder of common shares of Montana (the "Common Shares") will receive one transferable right (a "Right") for each Common Share held. Every 9.1623 Rights will entitle a holder to purchase one Common Share at a price of $0.20. Pursuant to an additional subscription privilege, shareholders will have the opportunity to acquire additional Common Shares beyond their entitlement at the same subscription price to the extent that other shareholders do not exercise their subscription rights in full. A maximum of 8,400,000 Common Shares will be issued pursuant to the Rights Offering, representing approximately 11% of the currently issued and outstanding Common Shares.
A rights offering circular, together with rights certificates, will be mailed to shareholders of record on May 3, 2013. To subscribe for Common Shares, a completed rights certificate, together with payment in full of the subscription price for each Common Share subscribed for, must be received by the subscription agent for the Rights Offering, Computershare Investor Services Inc. (the "Subscription Agent") prior to the expiry of the rights at 4:30 p.m. (Calgary time) on May 31, 2013. The Rights Offering will be made in the provinces of British Columbia, Alberta and Ontario and in such other jurisdictions where Montana is eligible to make such offering (the "Qualifying Jurisdictions"). Rights certificates will not be issued and forwarded by Montana to shareholders not resident in the Qualifying Jurisdictions. Any shareholder not resident in the Qualifying Jurisdictions who wants to participate in the Rights Offering must establish to the satisfaction of Montana that the receipt by such shareholder of the Rights and the issuance of Common Shares upon the exercise of Rights will not be in violation of the laws of the shareholder's jurisdiction of residence by completing and submitting an investor letter to the Subscription Agent, which letter is available upon request from Montana or the Subscription Agent. Montana has applied to list the Rights and the Common Shares issuable upon the exercise of the Rights on the TSX Venture Exchange (the "TSXV"). Completion of the Rights Offering is subject to receiving all necessary regulatory and TSXV approvals.
In connection with the Rights Offering, Montana has entered into a standby commitment agreement (the "Standby Agreement") with its largest shareholder, James Collins. Pursuant to the Standby Agreement, ANG Partners, Ltd. ("ANG"), an affiliate of James Collins, will purchase up to 2,500,000 Common Shares issuable upon the exercise of Rights not acquired by other holders. As compensation for providing the standby commitment, Montana has agreed to issue 625,000 warrants to ANG upon closing of the Rights Offering, each warrant entitling ANG to purchase one Common Share at an exercise price of $0.25 per Common Share with a term expiring on the date that is 6 months after the date on which performance of the standby commitment could be required.
The proceeds from the Rights Offering will be used to meet Montana's financial commitments under its farmout and participation agreement with a private Denver based oil and gas company, to reduce outstanding payables relating to the ordinary operation of Montana's business and to fund general and administrative costs.
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 statements about the prospect for, and timing of the completion of the proposed Rights Offering, the use of the proceeds from the proposed Rights Offering, the ultimate outcome of the Rights Offering and the anticipated participation of James Collins under the Standby Agreement.
In addition, the proposed Rights Offering is subject to Montana receiving regulatory approval from the TSXV.
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 failure to complete the Rights Offering, the possibility of a reduced take-up under the Rights Offering and any failure to obtain any required regulatory approvals. No assurance can be given that any of the events anticipated by the forward-looking information and statements will transpire or occur or, if any of them does, what benefits Montana will derive from them. 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