CUT BANK, MT, Oct. 28 /PRNewswire-FirstCall/ - Mountainview Energy Ltd. (TSXV: MVW) (the "Company") is pleased to announce that it has entered into an Oil and Gas Lease Purchase Agreement dated as of October 12, 2010 with Kenneth A. Schlenker of Billings, Montana. The assets to be acquired include the undivided interests in 62 oil and gas leases, and all rights, title and interests in and to the lands covered by the leases, covering 11,066 acres in Sheridan County, Montana and Williams and Divide Counties, North Dakota. In consideration, the Company will pay $3,350,000 in cash and issue 18,611,110 common shares at a deemed price of $0.18 per share (the "Stateline Transaction Shares"). The purchase agreement provides for Mr. Schlenker to be nominee for the interests of James Arthaud of Medora, North Dakota and Carter Stewart of Billings, Montana. Messrs. Arthaud and Stewart will each receive 9,305,555 of the Stateline Transaction Shares. The issuance of the Stateline Transaction Shares will result in a "Change of Control" of the Company, as such term is defined under the policies of the TSX Venture Exchange ("Exchange"). The transaction will be a reverse takeover (the "Stateline Acquisition") under the policies of the Exchange and the Stateline Transaction Shares may be subject to escrow restrictions in accordance with the policies of the Exchange.
As part and parcel of the Stateline Acquisition, the Company has arranged a non-brokered private placement of up to 21,000,000 units (the "Units") at a price of $0.225 per Unit for gross proceeds of up to $4,725,000. Each Unit will consist of one common share and one-quarter warrant, with each whole warrant entitling the holder to purchase an additional common share of the Company at a price of $0.32 per share for a period of six months. Net proceeds of the private placement will be used as follows: $3,350,000 to finance the cash component of the Stateline Acquisition; $283,000 to Genesis (as hereinafter defined) as part of the Altamont Acquisition (as hereinafter defined); and the balance to further the Company's acquisition and development program and for general corporate purposes.
Completion of the Stateline Acquisition is subject to a number of conditions including, but not limited to, completion of due diligence reviews to the mutual satisfaction of the parties. The Stateline Acquisition, as well as the Change of Control and private placement, is also subject to shareholder approval at a meeting or by consent by a majority of votes, as well as regulatory acceptance by the Exchange.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Mountainview Energy Ltd. should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
OTHER FUNDAMENTAL ACQUISITIONS
The Company is also pleased to announce several other proposed acquisitions. First, the Company has entered into Letters of Intent dated October 4, 2010 with Altamont Oil & Gas, Inc. ("Altamont") and Numbers, Inc. ("Numbers") for the acquisition of their undivided interests in approximately 57,000 acres of producing and non-producing oil and gas leaseholds in the Williams and Lake Frances areas of Pondera County, Montana. In consideration, the Company will issue 7,317,021 common shares at a deemed price of $0.28 per share to Altamont and 4,352,682 common shares at a deemed price of $0.28 per share to Numbers (collectively, the "Altamont Transaction Shares"). Second, in connection with the foregoing, the Company has entered into a Letter of Intent dated October 4, 2010 with Genesis Energy, Inc. ("Genesis") for the acquisition of a compressor plant, ancillary equipment, field wellhead equipment and pipelines owned by Genesis in the Williams and Lake Frances gas fields in Pondera County, Montana. In consideration, the Company will pay $1,383,000 to Genesis. The issuance of the Altamont Transaction Shares will result in a "Change of Control" of the Company, as such term is defined under the policies of the Exchange. Collectively, the two transactions will be a fundamental acquisition (collectively, the "Altamont Acquisition") under the policies of the Exchange and the Altamont Transaction Shares may be subject to escrow restrictions in accordance with the policies of the Exchange.
In order to complete the financing of the Altamont Acquisition, the Company has arranged a non-brokered private placement of convertible debentures in the aggregate amount of $1,100,000. The convertible debentures have a one-year repayment period, repayable in full with accrued interest at prime + 1% per annum on maturity. The holders may at any time during the term of the debenture convert all or part into common shares of the Company at a conversion price of $2.50 per share. Proceeds of the private placement will be paid to Genesis.
Altamont and Genesis are both private companies either wholly or majority-owned and/or managed by Mr. Patrick Montalban, a director, senior officer and shareholder of the Company. Accordingly, the Altamont Acquisition will be considered a "related party transaction" as per applicable regulatory authorities and require shareholder approval, including minority approval. Regulatory acceptance by the Exchange is required.
The Company is a Tier 2 oil and gas issuer listed on the Exchange. It is engaged in the business of exploration, production and development of oil and gas properties in the Bakken and Three Forks Reservoirs in Northern and Eastern Montana and Northwestern North Dakota. The Company's current oil and gas interests generate approximately $250,000 per month. As reported in the Company's most recently filed unaudited financial statements for the quarterly period ending June 30, 2010, gross revenues were $724,492 with net revenue before income tax of $161,604. The Company expects to continue to see steady revenues, as a result of the current price being received per barrel of oil. Upon completion of the Stateline Acquisition and the Altamont Acquisition, the Company expects to maintain its classification as a Tier 2 oil and gas issuer under the polices of the Exchange.
ON BEHALF OF THE BOARD OF MOUNTAINVIEW ENERGY LTD.
"Patrick M. Montalban"
President & CEO
"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
SOURCE Mountainview Energy Ltd.