DOUGLAS, Isle of Man, March 25, 2013 /CNW/ - Wolseley Ventures Limited of 19, Peel Road, Douglas, Isle of Man, IM1 4LS (the " Offeror") acquired, on March 22, 2013, an aggregate of 17,500,000 units (" Units") of Montana Exploration Corp. (" Montana "), each Unit being comprised of one common share (" Common Share") of Montana and one class A warrant of Montana (" Class A Warrant") at a price per Unit of $0.20 (the " Offering") pursuant to an investment agreement dated January 30, 2013 (the " Investment Agreement") for aggregate gross proceeds of $3,500,000. Each Class A Warrant entitles the holder to purchase one Common Share at an exercise price equal to $0.25 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 " Option") to require Montana to purchase all of the shares of Shining Mountains, LLC (" AcquisitionCo"), an affiliate of the Offeror, for a purchase price equal to the net asset value of AcquisitionCo, to a maximum of $6,900,000, of which cash in such net asset value calculation may not exceed $4,050,000. The purchase price of AcquisitionCo will be paid by Montana through the issuance of up to 18,157,894 Common Shares at a deemed price of $0.38 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.