Montana Exploration Corp. and Waldron Energy Corporation announce ability to withdraw elections

CALGARY, Oct. 28, 2013 /CNW/ - On October 28, 2013, Montana Exploration Corp. ("Montana") (TSXV:MTZ) and Waldron Energy Corporation ("Waldron") (TSX:WDN) provided an update regarding completion of the arrangement between Waldron, its securityholders and Montana (the "Arrangement").  Further to that announcement, Montana and Waldron advise that beneficial shareholders of Waldron who previously elected to receive cash for their Waldron shares will be permitted to withdraw their elections for a period beginning at 8:00 a.m. MDT on October 29, 2013 and ending at 5:00 p.m. MDT on October 31, 2013.  Beneficial shareholders who previously elected to receive cash under the Arrangement and who wish to withdraw their elections should contact the broker or intermediary through which they hold Waldron shares in order to withdraw their prior elections.  Registered shareholders who have previously elected to receive cash may withdraw their elections by completing a new letter of transmittal and election form and delivering it to the depositary for the Arrangement, Computershare Investor Services Inc. ("Computershare"), at the address set forth below, prior to 5:00 p.m. MDT on October 31, 2013.

The common shares of Waldron continue to trade on the Toronto Stock Exchange and Waldron shareholders who previously elected to receive cash may withdraw their elections during the period detailed above to facilitate the trading of such shares.

Pursuant to the Arrangement, shareholders of Waldron who withdraw their prior elections for cash will be deemed to have elected to receive shares of Montana, resulting in a corresponding reduction in the amount of cash payable by Montana pursuant to the Arrangement.  Montana encourages shareholders of Waldron who have previously elected to receive cash to help facilitate closing of the Arrangement by withdrawing their elections to reduce the cash portion of the purchase price payable by Montana under the Arrangement.

Where a Waldron share is disposed of by a Waldron shareholder in circumstances where: (i) the Letter of Transmittal and Election Form indicates that an election under section 85 of the Income Tax Act (Canada) (the "Tax Act") will be filed; or (ii) the necessary election forms under section 85 of the Tax Act have been completed and provided to Montana within 90 days following closing of the Arrangement, the Waldron shareholder shall be deemed to have disposed of all of their Waldron shares for aggregate proceeds of disposition consisting of their cash and shares of Montana received pursuant to the Arrangement.  For further information, Waldron shareholders should refer to "Certain Canadian Federal Income Tax Considerations - Exchange of Waldron Shares for Cash and Montana Shares - With a Section 85 Election" in the joint management information circular of Waldron and Montana dated August 28, 2013.  The relevant federal tax election form is Form T2057 (or, in the event that the Waldron Shares are held as partnership property, Form T2058) and can be obtained on the Canada Revenue Agency's website at www.cra-arc.gc.ca.  Waldron shareholders may contact Computershare as set out below with any questions they may have.

Offices of the Depositary

COMPUTERSHARE INVESTOR SERVICES INC.
Toll Free (North America):  1-800-564-6253
E-Mail:  [email protected]
Website: www.computershare.com

By Mail:
Computershare Investor Services Inc.
P.O. Box 7021, 31 Adelaide St E
Toronto, ON M5C 3H2
Attention:  Corporate Actions

By Hand, by Courier or by Registered Mail:
Computershare Investor Services Inc.
8^th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
Attention:  Corporate Actions

The Court of Queen's Bench of Alberta has approved amendments to the plan of arrangement to facilitate the ability of Waldron shareholders who previously elected to receive cash to withdraw their elections.

About Montana Exploration Corp.

Montana is a Canadian junior oil and gas exploration and production company focusing on the Shaunavon oil 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.  Montana's common shares are listed on the TSX Venture Exchange under the trading symbol "MTZ".  Additional information regarding Montana is available under Montana's profile at www.sedar.com or at Montana's website, www.montanaexplorationcorp.com.

About Waldron Energy Corporation

Waldron is a Calgary, Alberta based corporation engaged in the exploration, development and production of petroleum and natural gas. Waldron's common shares are currently listed on the TSX under the trading symbol "WDN". Additional information regarding Waldron is available under Waldron's profile at www.sedar.com or at Waldron's website, www.waldronenergy.ca.

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; satisfaction of the conditions to completion of the Arrangement; ability of Waldron shareholders to withdraw prior elections, closing of the Arrangement; 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, the ability of Waldron shareholders to withdraw prior elections and the anticipated timing thereof, Montana and Waldron have provided such in reliance on certain assumptions that they believe are reasonable at this time, including the necessary 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.

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 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; 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, may result in the Arrangement 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.

SOURCE: Montana Exploration Corp.

For further information on Montana and the Arrangement, please contact:

Montana Exploration Corp. 
Charles Selby
Chairman and Chief Executive Officer
Telephone: [phone]
Email: [email protected]

Brad Plosz
Vice President Finance and Chief Financial Officer
Telephone: [phone]
Email: [email protected]

For further information on Waldron, please contact:

Waldron Energy Corporation 
Ernie Sapieha
President and Chief Executive Officer
Telephone: [phone]
Email: [email protected]

Jeff Kearl, Vice President, Finance and Chief Financial Officer
Telephone: [phone]
Email: [email protected]