TORONTO, Sept. 18, 2015 /CNW/ – Montana Exploration Corp. (“Montana“) (TSXV:MTZ) and Gale Force Petroleum Inc. (“Gale Force“) (TSXV:GFP) (OTCQX:GFPMF) are pleased to announce that they have completed the plan of arrangement (the “Arrangement“), pursuant to which Montana has acquired all of the issued and outstanding shares of Gale Force in exchange for common shares of Montana (the “Common Shares“). Simultaneously, CA$9,304,364 of Montana's secured debts and CA$374,141 of Gale Force's short-term debts (including directors' fees, trade account payables and severance pay) were converted into Common Shares.
In total, 42,751,429 Common Shares were issued to the Gale Force security holders, 93,043,640 Common Shares were issued to the converting Montana secured debtholders and 3,741,412 Common Shares were issued to the converting Gale Force short-term debtholders. Montana now has 242,287,751 total issued and outstanding Common Shares.
“The Arrangement with Gale Force and the debt conversion transactions, together, significantly improves Montana's balance sheet,” said Charles Selby, Chairman and Chief Executive Officer of Montana. “Furthermore, the cash and other producing oil and gas assets acquired from Gale Force provide a broader base for Montana as we seek additional financing to continue conventional natural gas and oil exploration of Montana's extensive prospects in the state of Montana.”
Montana also announced that it has nominated Allan Bezanson, formerly the Chairman of Gale Force, to its Board of Directors. Michael McLellan, formerly Gale Force's Chief Executive Officer, has been retained under a 6 month contract in the position of Vice-President of Corporate Finance and Interim Chief Financial Officer.
In connection with the Arrangement, 7,300,000 stock options of Gale Force were cancelled and replaced with 3,394,500 stock options of Montana, each stock option having an exercise price of $0.13 and an expiry date of September 16, 2016.
Former holders of common shares and series III preferred shares of Gale Force can obtain Common Shares by submitting the applicable letters of transmittal and the appropriate documents prescribed thereby to the depositary for the Arrangement, Computershare Investor Services Inc. The forms of the letters of transmittal are available under Gale Force's profile on the SEDAR website (www.sedar.com). Former holders of Gale Force options will receive replacement options directly from Montana.
ABOUT MONTANA EXPLORATION CORP.
MTZ is an oil and gas exploration and production company focusing on the Shaunavon oil and Eagle gas opportunities underlying its extensive land holdings in the state of Montana. In the United States, the company operates through its wholly-owned subsidiary, Montana Land & Exploration, Inc. MTZ's common shares are listed on the TSX Venture Exchange under the trading symbol “MTZ”. Additional information regarding MTZ is available under MTZ's profile at www.SEDAR.com or at www.MontanaExplorationCorp.com.
Forward Looking Statements
This press release contains statements that constitute “forward-looking information” or “forward-looking statements” (collectively “forward-looking information“) within the meaning of applicable securities legislation. 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 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. When relying on our forward-looking statements to make decisions with respect to MTZ and Gale Force, investors and others should carefully consider 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.
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.
SOURCE Gale Force Petroleum Inc.