Montana Exploration Corp. Announces Shareholder Approval of Strategic Financing with McIntyre Partners and Restructuring Transactions

TSX-V SYMBOL: MTZ

CALGARY, March 14, 2013 /CNW/ - Montana Exploration Corp. ("Montana") announces voting results from its special meeting of shareholders held today in Calgary, Alberta.  Shareholders voted in favour of all items of business. The private placement with Wolseley Ventures Limited (an affiliate of McIntyre Partners) is scheduled to close on March 19, 2013. The following summarized voting results were provided by Computershare Trust Company of Canada ("Computershare"), Montana's transfer agent, which acted as scrutineer for the meeting.

MOTIONS		FOR		AGAINST
Creation of Wolseley Ventures Limited (an affiliate of McIntyre Partners) as a control person		99.87%		0.13%
Amendment of articles of Montana effecting certain changes to the schedule of series provisions for the series A convertible first preferred shares, series B convertible first preferred shares and series C convertible first preferred shares		99.87%		0.13%
Re-pricing of warrants previously issued to Rioco Partners, Ltd. ("Rioco") and re-pricing of conversion of senior debt owed by Montana to Rioco (disinterested shareholders only as it excludes the votes of James Collins and his associates and affiliates)		99.67%		0.33%
Creation of James Collins or an associate or affiliate thereof as a majority shareholder (disinterested shareholders only as it excludes the votes of James Collins and his associates and affiliates)		99.69%		0.31%
Re-pricing of previously granted stock options (disinterested shareholders only as it excludes the votes of those individuals who hold options that Montana proposes to re-price)		81.74%		18.26%

The board of directors of Montana would like to thank the shareholders for their continued support.

The articles of the Corporation will be amended (the "Article Amendment") to effect certain changes to the series A convertible first preferred shares, series B convertible first preferred shares and series C convertible first preferred shares (collectively, the "Preferred Shares") as described in the management proxy circular of Montana dated February 11, 2013 prior to closing of the private placement with Wolseley Ventures Limited. Holders of Preferred Shares are reminded to complete and send their letter of transmittals to Computershare along with share certificates representing Preferred Shares in order to receive Common Shares and warrants to which such holders are entitled following the Article Amendment.

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.

Caution Regarding Forward Looking Information

Certain statements contained in this document constitute "forward-looking statements" and/or "forward-looking information" within the meaning of applicable securities laws (collectively referred to as forward-looking statements). 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" "propose" or similar words suggesting future outcomes or language suggesting an outlook. Forward-looking statements in this press release include, but are not limited to completion of the transactions contemplated by the Investment Agreement including the Private Placement and the amendment of the articles of Montana.

In addition, the proposed transactions are subject to Montana receiving regulatory approval from the TSX Venture Exchange and approval at a meeting of the holders of common shares and preferred shares of Montana.

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. These factors include, but are not limited to, the volatility of oil and gas prices; production and development costs and capital expenditures; the imprecision of reserve estimates and estimates of recoverable quantities of oil, natural gas and liquids; Montana's ability to replace and expand oil and gas reserves; environmental claims and liabilities; incorrect assessments of value when making acquisitions; increases in debt service charges; the loss of key personnel; the marketability of production; defaults by third party operators; unforeseen title defects; fluctuations in foreign currency and exchange rates; inadequate insurance coverage; compliance with environmental laws and regulations; changes in tax and royalty laws; Montana's ability to access external sources of debt and equity capital; and Montana's ability to obtain equipment in a timely manner to carry out development activities. 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, 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 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.

 

SOURCE: Montana Exploration Corp.

Charles Selby, Chairman & CEO
Telephone: [phone] (ext 247)
Fax: [phone]
Email: [email protected]

Don Foulkes, President
Telephone: [phone] (ext 248)
Fax: [phone]
Email: [email protected]