Montana Gold Mining Company Inc.

Montana Gold Mining Company Inc.

July 11, 2012 08:30 ET

Shareholders Approve Option Agreement and Proposed Distribution of Subsidiary to Shareholders

LONDON, ONTARIO--(Marketwire - July 11, 2012) - Montana Gold Mining Company Inc. ("MGM" or the "Company") (CNSX:MGM) reports that shareholders of the Company have overwhelmingly approved an agreement to option mineral properties in Montana and Nevada to the Company's wholly owned subsidiary Celerity Mineral Corporation ("Celerity") and a proposed distribution of the common shares of Celerity to the MGM shareholders proportional to their interest in MGM. Ninety-nine percent (99%) of the votes cast at the recently held Annual and Special Meeting of Shareholders, or 51% of the total issued, were in favor of these resolutions.

Under the option and joint venture agreement (the "Option Agreement") Celerity is to pay MGM the amount of $668,112 to be satisfied though the issuance of 13,362,240 common Celerity shares at $0.05 each, and to spend $1,000,000 in exploration on the Silver Bell-St. Lawrence gold project in Montana and the Golden Trail gold project in Nevada (the "Projects") by May, 2017, for a total of $1,668,112, to earn a 50% interest in the Projects. The Company presently holds a 100% working interest in the Projects and has spent the same amount of $1,668,112 on the Projects to the year ended December 31, 2011.

The Company proposes to distribute the 13,362,240 Celerity shares to the MGM shareholders on a proportional basis. This distribution would either be by a dividend-in-kind or a distribution by way of return of paid up or stated capital equal to the fair market value of the assets so distributed as determined by the directors of the Company. The distribution and Option Agreement were subject to shareholder approval which has now been received, and it is anticipated that Celerity will now conduct a rights offering or private placement financing, file a Prospectus to qualify the financing and the distribution of Celerity shares in appropriate Canadian jurisdictions, and seek a listing on a recognized stock exchange.

Two directors of the Company, Luard Manning, P.Eng and Kent Britton, BA Econ., have resigned as directors of MGM and have been appointed as directors of Celerity.

Further technical information and reports on the Projects are available on the Company website at or on SEDAR at

Montana Gold Mining Company Inc. is a reporting issuer in good standing in the Province of Ontario whose common shares are listed on CNSX (Symbol: MGM). There are 30,631,007 common shares issued and outstanding in the capital of the Company.

This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding an outlook. Such statements include, among others, those concerning the Company's ability to distribute the Celerity shares, the filing and receipt of a Prospectus by Celerity, the completion of a rights offering financing by Celerity or the listing of Celerity shares on a recognized stock exchange.

Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, receipt of regulatory acceptance of managements reorganizational plans, management's expectations regarding its ability to initiate and complete future exploration work as expected. Actual results could differ materially due to a number of factors, including, without limitation, operational risks in the completion of the Company's future exploration work, technical, safety or regulatory issues.

Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company's securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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