CALGARY, ALBERTA–(Marketwired – Nov. 4, 2013) – Montana Exploration Corp. (“Montana“) (TSX VENTURE:MTZ) and Waldron Energy Corporation (“Waldron“) (TSX:WDN) announce that the outside date for the closing of the previously announced arrangement between Waldron, its security holders and Montana (the “Arrangement“) has been extended to December 1, 2013, subject to closing of the private placement described below. From November 1, 2013 to and including November 15, 2013 Waldron would continue to be bound by the non-solicitation provisions of the Arrangement and from November 16 to and including December 1, 2013 Waldron would no longer be bound by those conditions.
As consideration for and in conjunction with the extension, ANG Partners, Ltd., an associate of Mr. James W. Collins, a controlling shareholder and member of the Board of Directors of Montana, has subscribed for 3,333,333 Waldron common shares at $0.45 per share for gross proceeds of $1,500,000, subject to stock exchange and other approvals. Waldron intends to make an application to the Toronto Stock Exchange and the Court of Queen’s Bench of Alberta for approval of the private placement to ANG Partners, Ltd. and the extension of the outside date for closing of the Arrangement shortly.
On October 28, 2013, Montana provided an update regarding completion of the Arrangement. Montana is working towards satisfying the remainder of the conditions precedent to closing of the Arrangement as detailed in that update, including securing the additional cash commitments necessary to finance the Arrangement.
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. This forward-looking information includes, among others, statements regarding: the Arrangement; the private placement; satisfaction of the conditions to completion of the Arrangement and the private placement; closing of the Arrangement and the private placement; and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance.
Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release. In respect of the forward-looking statements and information concerning the anticipated completion of the Arrangement and the private placement, Montana and Waldron have provided such in reliance on certain assumptions that they believe are reasonable at this time, including the necessary court, regulatory, stock exchange and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement and the private placement.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Montana and described in the forward-looking information contained in this press release. Undue reliance should not be placed on forward-looking information. The material risk factors include, but are not limited to: failure of Montana or Waldron to obtain necessary court, regulatory, stock exchange and other third party approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement and the private placement; the possibility that government policies or laws may change or governmental approvals may be delayed or withheld; and Montana’s ability to implement its business strategy. Readers are cautioned that the foregoing list of risk factors is not exhaustive. Failure to obtain the necessary approvals, or the failure of Montana or Waldron to otherwise satisfy the conditions to the Arrangement and the private placement, may result in the Arrangement and the private placement not being completed on the proposed terms, or at all.
The forward-looking statements and information contained in this press release are also affected by the risk factors, forward-looking statements and assumptions and uncertainties described in Montana’s and Waldron’s reports on file with applicable securities regulatory authorities and which may be accessed on each party’s SEDAR profile at www.sedar.com. 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, Waldron and the Arrangement, 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 press release and Montana and Waldron 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 joint 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.
Chairman and Chief Executive Officer
Montana Exploration Corp.
Vice President Finance and Chief Financial Officer
Waldron Energy Corporation
President and Chief Executive Officer
Waldron Energy Corporation
Vice President, Finance and Chief Financial Officer