Montana Exploration Corp. (TSXV:MTZ) entered into an agreement to acquire Waldron Energy Corporation (TSX:WDN) from GCIC Ltd, Goodman Investment Counsel Inc., ANG Partners Ltd. and other shareholders for CAD 16.2 million on July 31, 2013. As per the agreement, shareholders of Waldron may elect to receive 1.8 common shares of Montana for each Waldron share or CAD 0.45 cash for each Waldron Share held or a combination of common shares of Montana and cash, subject to potential proration. The cash consideration is subject to potential proration. If the aggregate net indebtedness of Waldron, including transaction expenses, is less than or equal to CAD 35.5 million prior to closing then Waldron's shareholders will be permitted to elect the cash consideration for 100% of their shares of Waldron. If aggregate net indebtedness of Waldron exceeds CAD 35.5 million, the aggregate cash consideration available for election by Waldron's shareholders will be reduced on a one for one basis for each dollar in excess of CAD 35.5 million and if the amount exceeds CAD 36.5 million, on a two for one basis for each dollar in excess of CAD 35.5 million, to the extent shareholders of Waldron elect to receive more cash than available, the cash consideration will be subject to proration. All outstanding share options and share purchase warrants of Waldron will be cancelled for no consideration. Montana will use the gross proceeds of CAD 25 million raised from private placement to fund the cash consideration. Both Montana and Waldron have agreed to pay a non-completion fee of CAD 1.2 million.

Montana will continue to be led by its existing management team of Charles Selby as Executive Chairman and Chief Executive Officer, Don Foulkes as President, Don Jackson as Executive Vice President and Chief Operating Officer and Bradley Plosz as Vice President Finance and Chief Financial Officer.

Completion of the transaction is subject to customary closing conditions and is subject to Waldron Debt shall not exceed CAD 36.5 million, including transaction costs, at closing and production for June, 2013. The transaction is subject to court, resignations of Waldron's Directors and Officers, listing on the TSXV, regulatory, third party and stock exchange approvals. It is required to be approved by at least 66 % Waldron shareholders and majority of Montana's shareholders. The Board of Directors of Waldron and Montana have unanimously approved transaction. Each of the Directors and officers of Waldron, representing in aggregate approximately 17% of the issued and outstanding Waldron Shares has agreed to vote their Waldron Shares in favor of the transaction. Each of the Directors, officers and controlling shareholders of Montana, representing in aggregate approximately 70% of the issued and outstanding Montana shares, has agreed to vote their Montana shares in favor of the resolutions to be considered by Montana's shareholders. The transaction is expected to close at the end of September 2013. As of September 27, 2013, shareholders of Montana Exploration Corp. and Waldron Energy Corporation approved the merger. Under the arrangement agreement dated July 31, 2013, Montana Exploration Corp. and Waldron Energy have until November 1, 2013 to satisfy the conditions to closing the arrangement. As of November 1, 2013, Montana Exploration Corp. and Waldron Energy have extended the date to satisfy the conditions till December 1, 2013. From November 1, 2013, to and including November 15, 2013, Waldron would continue to be bound by the non-solicitation provisions of the arrangement and from November 16, 2013 to and including December 1, 2013, Waldron would no longer be bound by those conditions. As of December 23, 2013, Montana Exploration has extended the outside date for the arrangement between Waldron, its securityholders and Montana to January 31, 2014. ANG Partners Ltd. has agreed to subscribe for 4.4 million Waldron shares at CAD 0.45 per share for gross proceeds of CAD 2 million subject to stock exchange and other approvals.

As on February 6, 2014, Montana Exploration Corp. (TSXV:MTZ) entered into a share exchange agreement to acquire 17.9% stake in Waldron Energy Corporation (TSX:WDN) from ANG Partners Ltd. Montana will purchase approximately 7.78 million common shares of Waldron Energy Corporation from ANG Partners in exchange for the issuance to ANG Partners of 14 million common shares in the capital of Montana. This transaction is subject to Montana receiving regulatory approval from the TSXV.

Cornerstone Capital Partners LP acted as advisors in regards to the Private Placement and Macquarie Capital Markets Canada Ltd. and Cornerstone Capital Partners LP acted as financial advisors to Montana. Bennett Jones LLP acted as legal advisor to Montana. National Bank Financial Inc. acted as financial advisor to Waldron and provided the Board of Directors of Waldron with the verbal fairness opinion. Gowling Lafleur Henderson LLP acted as legal advisor to Waldron.