Montana Exploration Corp. Announces Transaction Update

CALGARY, Oct. 28, 2013 /CNW/ - Montana Exploration Corp. ("Montana") (TSXV:MTZ) announces that shareholders of Waldron Energy Corporation (TSX: WDN) ("Waldron") who elected to receive cash for their Waldron shares under the previously announced arrangement between Waldron, its securityholders and Montana (the "Arrangement") will have the opportunity to withdraw that election and to receive shares of Montana in respect of all or part of their Waldron shares.  Under the Arrangement, Waldron shareholders had the option of electing, on or before 4:30 p.m. on September 26, 2013 to receive: (i) $0.45 for each Waldron share; (ii) 1.8 Montana shares for each Waldron share (which equals $0.45 based upon a Montana share price of $0.25); or (iii) a combination of Montana shares and cash, subject to potential proration.

The exchange ratio of 1.8 Montana shares for each Waldron share under the Arrangement was based on a Montana share price of $0.25.  Montana recently announced initial drilling results for its Shaunavon drilling program located in the state of Montana and the common shares of Montana are presently trading at a premium to the $0.25 effective cash value of the Montana shares under the Arrangement.  As a result, the exchange ratio of 1.8 Montana shares for each Waldron share currently represents more value than the $0.45 cash value offered under the Arrangement.  Pursuant to the Arrangement, Waldron shareholders who withdraw their elections for cash will be deemed to have elected to receive shares of Montana, resulting in a corresponding deduction in the aggregate amount of cash payable by Montana under the Arrangement and providing Montana with additional funds to implement the drilling program on the assets of the combined company.

Withdrawing previously tendered cash elections will enable Waldron shareholders to have equity in the combined company following completion of the Arrangement, including the development of Waldron's assets located in central Alberta and will enable Waldron shareholders to participate in Montana's Shaunavon exploration play.

Montana intended to pay the purchase price for the Waldron shares under the Arrangement through the payment of $55 million comprised of $25 million of committed equity subscriptions at a price of $0.25 per Montana share and $30 million of debt under a credit facility from ATB Financial.  Subsequent to the execution of the arrangement agreement, ATB Financial advised Montana that the proposed $30 million facility would be subject to additional conditions to ensure that Montana was adequately capitalized to implement its 2013/2014 business plan.  These conditions were that Montana have additional available working capital at closing of $5 million and that approximately 25% of the Waldron shareholders would elect, or be deemed to have elected, Montana shares.  An increase in the number of Waldron shareholders that elect to receive Montana shares under the Arrangement will result in more cash remaining in the combined company to satisfy ATB's requirement.  In addition, Montana is working towards securing additional cash commitments and is managing the timing of fees associated with the transaction to make up the difference in the total funding amount.  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 aggregate cash portion of the purchase price payable by Montana under the Arrangement.

Post business combination, Montana proposes to conduct an active drilling program in both the state of Montana and Canada.  The program in the state of Montana will be directed to reserves growth and the Waldron program will be directed primarily to development that will support additional production and cash flow.  The program in the state of Montana initially targets vertical Shaunavon wells at approximately 4,200 feet in conjunction with Montana's Denver based joint venture partner.  In Canada, Montana will focus on the Glauconite development prospects at Crystal and other areas.

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. on October 31, 2013.  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.  For further information on the procedure by which Waldron shareholders who previously elected to receive cash under the Arrangement may withdraw their elections, please see the joint press release of Montana and Waldron dated October 28, 2013.

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.

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, Montana's drilling program; 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, Montana's drilling program, the ability of Waldron shareholders to withdraw prior elections and the anticipated timing thereof, Montana has 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; a decline in the price of Montana shares 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 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 does 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]