CALGARY, June 14, 2012 /CNW/ - 3MV Energy Corp. ("3MV" or the "Company") (TSXV: TMV) is pleased to announce that it has agreed to engage Cornerstone Asset Management L.P. as its exclusive agent (the "Agent") in connection with a proposed brokered equity private placement (the "Brokered Private Placement") of approximately $5 million which may include flow-through shares. 3MV proposes to concurrently offer a minimum $5 million non-brokered private placement (the "Non-Brokered Private Placement" and together with the Brokered Private Placement, the "Offering"). The Agent will be granted a 15% over allocation which will be calculated on the combined Offering. Final terms and pricing will occur prior to the closing of the Brokered Private Placement.
3MV shall pay the Agent an agency fee equal to 7% of the gross proceeds of the Brokered Private Placement, payable in cash on closing, plus 7% broker warrants having a term of 24 months. 3MV has also agreed to pay the Agent a work fee in the amount of $7,500 per month, payable upon the closing of the Brokered Private Placement and shall reimburse the Agent for its expenses.
Closing of the Offering is subject to receipt of all necessary regulatory approval. Securities issued by 3MV pursuant to the Offering will be subject to a hold period of four months from the closing of the Offering.
The net proceeds of the Offering (as well as any proceeds from the over allocation, if any) will be used for exploration and development activities in west central Saskatchewan, as well as for general working capital.
3MV is an oil and gas exploration and development company with assets throughout west central Saskatchewan's Viking oil play, including its most recent discovery and oil pool development near Fiske, which is located 60 kilometers east of Kindersley, SK. 3MV intends to focus its drilling and production efforts on its Fiske light oil discovery. With 36 net sections of land subject to a farmout agreement (of which the Company has earned and participated in 2.65 net sections) and another section (crown lease) owned by 3MV Energy, and a recent 19.9 km² 3D seismic program, 3MV has identified and licensed 20 future drilling locations, eight of which the Company considers to be infill locations. The Company's recent success in the play, with three wells producing over 100 boe/d during the first 30 days of production, has led to significant reserves additions in the area. 3MV intends to build off that momentum as quickly as is practicable with additional capital raised in the upcoming periods.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
Certain statements in this news release constitute forward-looking statements. The forward-looking statements contained in this document are based on certain key expectations and assumptions made by 3MV. Although 3MV believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because 3MV 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. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory approvals, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect 3MV's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
The forward-looking statements contained in this document are made as of the date hereof and 3MV undertakes no obligation 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.
Oil and Gas Disclosure
For the purpose of calculating unit costs, natural gas volumes have been converted to a barrel of oil equivalent ("BOE") using six thousand cubic feet equal to one barrel unless otherwise stated. A BOE conversion ratio of 6:1 is based upon an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. BOEs may be misleading, particularly if used in isolation.
This news release is not for dissemination in the United States or to any United States news services.
For further information:
VP, Corporate Development
Cornerstone Asset Management