DOUGLAS, Isle of Man, March 25, 2013 /CNW/ - Wolseley Ventures Limited of 19, Peel Road, Douglas, Isle of Man, IM1 4LS (the "Offeror") acquired, on March 22, 2013, an aggregate of 17,500,000 units ("Units") of Montana Exploration Corp. ("Montana"), each Unit being comprised of one common share ("Common Share") of Montana and one class A warrant of Montana ("Class A Warrant") at a price per Unit of $0.20 (the "Offering") pursuant to an investment agreement dated January 30, 2013 (the "Investment Agreement") for aggregate gross proceeds of $3,500,000. Each Class A Warrant entitles the holder to purchase one Common Share at an exercise price equal to $0.25 per Common Share for a period of one year from the date of issuance.
Upon closing of the Offering, the Offeror also received an option (the "Option") to require Montana to purchase all of the shares of Shining Mountains, LLC ("AcquisitionCo"), an affiliate of the Offeror, for a purchase price equal to the net asset value of AcquisitionCo, to a maximum of $6,900,000, of which cash in such net asset value calculation may not exceed $4,050,000. The purchase price of AcquisitionCo will be paid by Montana through the issuance of up to 18,157,894 Common Shares at a deemed price of $0.38 per Common Share.
Immediately following the closing of the Offering, the Offeror had beneficial ownership of, and control and direction over, directly or indirectly, approximately 23% of the issued and outstanding Common Shares on an undiluted basis and approximately 47% on a fully diluted basis, assuming the full exercise of the Offeror's Class A Warrants and the Option.
The acquisition of securities in Montana by the Offeror is for investment purposes. The Offeror may from time to time dispose of, or acquire, additional securities of Montana. The Units were sold to the Offeror in reliance upon the prospectus exemption in Section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which Montana is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with Montana's documents on the System for Electronic Document Analysis and Retrieval and may also be obtained by contacting Janan Paskaran on behalf of the Offeror at 403.776.3728.
The Toronto Stock Exchange has not reviewed and does not accept the responsibility for the accuracy or adequacy of this press release.
SOURCE: Wolseley Ventures Limited
For further information:
Martin Philip Wilson, Director
Tel: +44 (0) 1624 632 119