CUT BANK, MT, May 30, 2012 /CNW/ – Mountainview Energy Ltd. (MVW.V) (“Mountainview” or the “Company”) is pleased to announce that further to its news release of April 30, 2012 it has closed the acquisition of 10,222 net acres of oil and gas leaseholds in Divide County, North Dakota from a private oil and gas company for $10 million (the “Transaction”). Mountainview expects to acquire the remaining 2,556 net acres of this asset package on June 30, 2012 for cash consideration of USD$2,678,000 subject to satisfactory completion of the Company’s title due diligence.
Mountainview Energy Ltd. has identified twenty initial drilling locations on this project targeting the Three Forks Formation. The first two locations that Mountainview plans to drill are offsetting two producing wells in the Three Forks. The first Mountainview location is an offset south of a producing well which is the SM Energy Company’s Wolter 1-28H, located in Sec. 28, T163-R100W. The Wolter 1-28H had an Initial Produciton Rate of approximately 550 bopd, 367 MCF/d, and 447 bwpd. The Wolter 1-28H has produced 133,560 barrels of oil equivalent in approximately 11 months of production. The second Mountainview location is an offset Southwest of a producing well which is the SM Energy Company’s Legaard 4-25H, located in Sec. 25 , T163N-R101W. The Legaard 4-25H had an Initial Production Rate of approximately 543 bopd, 350 MCF/d, and 771 bwpd. The Legaard 4-25H has produced 78,210 barrels of oil equivalent in approximately 5 months of production. Once this transaction is fully closed it will bring the Company’s current acreage position in the Williston Basin to approximately 36,000 net acres.
Mountainview is also pleased to announce that it has entered into two separate unsecured loan arrangements with two separate affiliates of insiders of the Company (the “Lenders”), pursuant to which Mountainview has borrowed an aggregate of USD $8 million from the Lenders for a term of 2 years at an annual interest rate of 9.0% (the “Loans”). Mountainview used the proceeds from the Loans to partially fund the Transaction. Pursuant to the Loans, Mountainview is not required to repay any portion of the principal amount or any interest thereon prior to maturity, but may, at its option, repay any or all principal and interest amounts owing under the Loans at any time prior to maturity. The Loans are subject to all applicable regulatory and exchange approvals. The Transaction will be funded from Company’s working capital and credit line as well as the USD $8 million borrowed from Lenders.
The Loans are “related party transactions” pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101″) by virtue of the insiders’ relationships with the Company and the Lenders. Pursuant to MI 61-101, absent an available exemption, the Company would be required to obtain minority approval and a formal valuation for the Loan. Such an exemption is available for the Loans pursuant to Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, because at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction, exceeds 25% of the Company’s market capitalization.
Patrick Montalban , Mountainview Energy’s Chaiman and Chief Executive Officer, commented, “We are pleased to announce Mountainview’s recent acquisition of the 12 Gage Prospect in Divide County, North Dakota. The Company has reached a strategic goal of acquiring over 30,000 net acres in the Williston Basin.”
Mountainview Energy Ltd. is a public oil and gas company listed on the TSX Venture Exchange, with a primary focus on the exploration, production and development of the Bakken and Three Forks Shale in the Williston Basin and the South Alberta Bakken
Forward Looking Statement Disclaimer and Other Cautionary Statements
This press release contains forward looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “approximate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions. More particularly, this press release contains statements concerning the anticipated use of funds from the Facility and certain related matters. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company’s control, and may be based on assumptions that could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Although Mountainview believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Mountainview can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Mountainview may not be able to obtain the necessary shareholder, regulatory and stock exchange approvals on the timelines it has planned or at all. The transactions to be considered at the Meeting will not be completed at all if these approvals are not obtained. Accordingly, there is a risk that such transactions will not be completed within the anticipated time or at all.
The forward looking statements contained in this press release are made as of the date hereof and Mountainview undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.
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