An anonymous director reports

MOUNTAINVIEW ENERGY LTD. ANNOUNCES COMMITMENT FOR NEW CREDIT FACILITY

Mountainview Energy Ltd.'s wholly owned subsidiary, Mountain Divide LLC, has entered into a commitment letter with Wells Fargo Energy Capital Inc. with respect to a new term facility and a $16-million (U.S.) unsecured subordinated convertible promissory note to replace: the current senior secured advancing credit facility between the borrower and the lender in connection with the company's 12-Gage project in the Williston basin in Divide county, North Dakota; and the 39-per-cent afterpayout net-profits interest (NPI) associated with the old facility. The following are some of the key terms and conditions of the new facility, including the replacement of the NPI with the note:

Type:  Term loan facility

Principle amount:  $49.5-million (U.S.)

Interest and repayment terms:  Floating rate calculated as the base rate plus 4 per cent. The base rate is defined as the maximum of 4 per cent, the Wells Fargo stated prime rate, 0.5 per cent per annum above the federal funds rate, or 1.5 per cent above a LIBOR-based calculated rate. At this time, the base rate is 4 per cent and the effective floating rate is 8 per cent. Monthly repayments of outstanding interest plus principal are required on the new facility based on 85 per cent of net profits from the 12-Gage project.

Maturity:  Oct. 1, 2016

Future borrowings under the new facility:  None

Quarterly leverage covenant:  In lieu of redeterminations of the borrowing base (as funds may not be reborrowed once paid), the lender will impose a new quarterly-debt-to-earnings-before-interest-taxes-depreciation-amortization-and-exploration leverage ratio covenant, beginning at five times on Dec. 31, 2014, and decreasing to 4.5 times on June 30, 2015, and four times on Dec. 31, 2015. The ratio will be calculated on an annualized basis beginning with the quarter ended Dec. 31, 2014.

AMI (area of mutual interest):  In connection with the new facility, the lender and the company will retain an area of mutual interest in northern Divide county, North Dakota.

Security:  The new facility is secured by a first-priority mortgage and security interest in the 12-Gage project.

NPI cancellation and note

The NPI shall be cancelled/terminated and replaced with the note, which shall have the following terms:

Principle amount:  $16-million (U.S.)

Interest:  Annual interest rate of 8 per cent, compounded, will be payable in cash or in kind on a monthly basis and the final payment shall be on the maturity date unless the lender elects to convert (see below).

Maturity date:  All principal and accrued interest will be due and payable on Oct. 1, 2016, with no prepayment penalty (subject to the requirement that the new facility must be paid out prior to any prepayment).

Optional conversion upon default or at maturity:  In the event of a default or if the note has not been prepaid or repaid by the maturity date, the lender may convert the unpaid portion into common shares of the company on the conversion date based on a fully diluted premoney valuation as at the conversion date.

Cash payment or conversion upon a liquidity event:  Upon the closing of a liquidity event prior to the repayment or conversion of the note, the lender will receive either: a cash amount equal to 125 per cent of the unpaid portion; or common shares of the company in lieu of the unpaid portion based on a fully diluted premoney valuation as at the date of the liquidity event.

Conditions

Closing of the new facility and the note is subject to various conditions, including, without limitation, the following conditions:

• Securing financing of not less than $15-million and financing the borrower with not less than $15-million;
• Completion of definitive documentation;
• No material adverse change;
• The lender's due diligence;
• All applicable regulatory and stock exchange approvals;
• Other customary conditions for a transaction of this nature.

As of the date hereof, the old facility, which currently is set to mature on July 1, 2015, had $49.5-million drawn and amounts borrowed thereunder bear interest at a floating rate with an 8-per-cent minimum. In addition, all covenants under the old credit facility carry over to the new facility, including the current ratio covenant requiring the company's current ratio to remain above 1.0 to 1.0.

We seek Safe Harbor.