CALGARY, ALBERTA–(Marketwired – Dec. 20, 2013) – Waldron Energy Corporation (TSX:WDN) (“Waldron” or the “Corporation”) announces that the outside date for the closing of the previously announced arrangement between Waldron, its security holders and Montana Exploration Corp. (the “Arrangement”) has been extended to January 31, 2014, subject to closing of the private placement described below. Throughout this extension period, Waldron will be bound by the non-solicitation provisions of the Arrangement.
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 4,444,445 Waldron common shares at $0.45 per share for gross proceeds of $2,000,000, 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, if necessary, for approval of the private placement to ANG Partners, Ltd. and the extension of the outside date for closing of the Arrangement shortly.
Waldron also announces, with the support of Montana Exploration Corp., that it has received commitments to enter into subscription agreements regarding a non‐brokered private placement of common shares on a flow‐through basis (“Flow‐Through Shares”) for gross proceeds of up to $4.4 million at $0.45 per share. Waldron will use the proceeds from the sale of the Flow‐Through Shares on eligible Canadian Exploration Expenses which will be renounced to subscribers effective on or before December 31, 2013.
The private placements are expected to close on or before December 31, 2013 and are subject to approval of the Toronto Stock Exchange, receipt of all necessary regulatory approvals and other customary conditions. National Bank Financial Inc. acted as strategic advisor to Waldron on the flow-through private placement.
Waldron is a Calgary, Alberta based corporation engaged in the exploration, development and production of petroleum and natural gas. The Corporation’s common shares are currently listed on the Toronto Stock Exchange under the trading symbol “WDN.” Additional information regarding Waldron is available under the Corporation’s profile at www.sedar.com or at the Corporation’s website, www.waldronenergy.ca.
Forward Looking and Cautionary Statements
This news release contains forward-looking statements relating to the Corporation’s plans and other aspects of the Corporation’s anticipated future operations, strategies, financial and operating results and business opportunities. These forward-looking statements may include opinions, assumptions, estimates, management’s assessment of value, reserves, future plans and operations.
Forward-looking statements typically use words such as “will,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “should,” “plan,” and similar expressions suggesting future outcomes, and include statements that actions, events or conditions “may,” “would,” “could,” or “will” be taken or occur in the future. Specifically, this press release contains forward-looking statements relating to, among others: the Arrangement, the private placements; satisfaction of the conditions to completion of the Arrangement and the private placements; closing of the Arrangement and the private placements; the expected proceeds of the private placements, ; the timing and qualification of certain flow-through expenditures; and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance.
The forward-looking statements are based on various assumptions including the anticipated completion of the Arrangement and the private placements; assumptions concerning the timing of court, regulatory, stock exchange, shareholder 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 placements; the state of the economy and the exploration and production business; results of operations; business prospects and opportunities; future exchange and interest rates; the Corporation’s ability to obtain equipment in a timely manner to carry out exploration and development activities; and the ability of the Corporation to access capital and credit, including hedging opportunities. The foregoing list of assumptions is not exhaustive. While the Corporation considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Failure to obtain the necessary approvals, or the failure of Montana or Waldron to otherwise satisfy the conditions to the Arrangement or the private placements may results in the Arrangement or the private placements not being completed on the proposed terms, if at all.
Forward-looking statements are subject to a wide range of assumptions, known and unknown risks and uncertainties and other factors that contribute to the possibility that the predicted outcome will not occur, including, without limitation: risks associated with the ability of the parties to satisfy the conditions to closing the Arrangement and the private placements; risks involved in oil and gas exploration, development, exploitation, production, marketing and transportation; loss of markets; volatility of commodities prices; currency fluctuations; imprecision of reserves estimates; environmental risks; competition from other producers; inability to retain drilling rigs and other services; general economic conditions; delays resulting from or inability to obtain required court, regulatory, stock exchange, shareholder and other third party approvals ;the ability of Montana to execute and implement its business and financing strategy; and ability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive.
Although Waldron believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and you should not rely unduly on forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by applicable law, Waldron does not undertake any obligation to publicly update or revise any forward-looking statements.
President & CEO
Waldron Energy Corporation
VP Finance & CFO
Waldron Energy Corporation
EVP Engineering & Operations