DOUGLAS, Isle of Man,
March 25, 2013
/CNW/ - Wolseley Ventures Limited of 19, Peel Road, Douglas, Isle of Man, IM1 4LS (the "
") acquired, on
March 22, 2013
, an aggregate of 17,500,000 units ("
") of Montana Exploration Corp. ("
"), each Unit being comprised of one common share ("
and one class A warrant of
Class A Warrant
") at a price per Unit of
") pursuant to an investment agreement dated
January 30, 2013
") for aggregate gross proceeds of
. Each Class A Warrant entitles the holder to purchase one Common Share at an exercise price equal to
per Common Share for a period of one year from the date of issuance.
Upon closing of the Offering, the Offeror also received an option (the "
") to require
to purchase all of the shares of Shining Mountains, LLC ("
"), an affiliate of the Offeror, for a purchase price equal to the net asset value of AcquisitionCo, to a maximum of
, of which cash in such net asset value calculation may not exceed
. The purchase price of AcquisitionCo will be paid by
through the issuance of up to 18,157,894 Common Shares at a deemed price of
per Common Share.
Immediately following the closing of the Offering, the Offeror had beneficial ownership of, and control and direction over, directly or indirectly, approximately 23% of the issued and outstanding Common Shares on an undiluted basis and approximately 47% on a fully diluted basis, assuming the full exercise of the Offeror's Class A Warrants and the Option.