/THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICES/
CALGARY, Nov. 14, 2012 /CNW/ - 3MV Energy Corp. ("3MV" or the "Company") (TSXV: TMV) is pleased to announce it has today, November 14, 2012, repaid its indebtedness in full under its secured subordinated credit facility ("Subordinated Facility") in the principal amount of $2 million plus interest, fees and costs.
The Company used the gross proceeds from the Convertible Loan Offering (as defined below) and the Unit Offering (as defined below), together with funds on hand, to repay its indebtedness under the Subordinated Facility.
Closing of Convertible Loan Offering
3MV is also pleased to announce the closing of the $1,000,000 non-brokered private placement financing of convertible debentures (the "Convertible Loan Offering"). Dallas Duce, a shareholder and director of 3MV, is indirectly the sole subscriber to the private placement.
The Convertible Loan Offering consists of a convertible secured, interest-bearing debenture loan of $1,000,000. The interest rate will be 12% per annum, calculated and payable monthly. The term will be for 2 years, with the Company having a right to prepay upon thirty (30) days notice. The loan is convertible at any time until maturity into common shares of the Company at a conversion price of $0.29 per share.
Since Mr. Duce is a director and a control person of 3MV, the Convertible Loan Offering is considered a related party transaction for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Following the closing of the Convertible Loan Offering, Mr. Duce will, directly or indirectly, beneficially own or control 20,259,996 common shares (54.49%) of the Company on a non-diluted basis and 43,708,272 common shares of the Company (69.80%) on a fully diluted basis.
According to MI 61-101, a related party transaction requires formal valuation and minority shareholder approval unless exempt. The Convertible Loan Offering is exempt from the formal valuation and minority approval requirements due to the financial hardship exemption set out in section 5.5(g) and section 5.7(1)(e) of MI 61-101. A committee of independent directors reviewed the Convertible Loan Offering and determined that as 3MV is in serious financial difficulty and the Convertible Loan Offering is designed to improve the financial position of 3MV, the terms of the Convertible Loan Offering are reasonable in the circumstances of 3MV. Accordingly, the Convertible Loan Offering is exempt from minority shareholder approval and formal valuation requirements of M1 61-101.
The Convertible Loan Offering is closing in less than 21 days due to the Company's immediate need to repay its secured lender under the Subordinated Facility, which shorter period is both reasonable and necessary in the circumstances. MI 61-101 requires if a material change report is filed less than 21 days before the expected date of the closing of the transaction, an explanation is to be provided why the shorter period is reasonable or necessary in the circumstances.
Closing of Initial Tranche of Unit Offering
The Company is also pleased to announce that it has closed the initial tranche of its previously announced non-brokered private placement (the "Unit Offering") of up to 20,000,000 units (the "Units") at a price of $0.25 per Unit for aggregate gross proceeds of up to $5,000,000. 3MV issued 440,000 Units for gross proceeds of $110,000. Each Unit is comprised of one common share and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.50 per common share for a period of 18 months following the date of issuance.
The Company will continue to offer the Units for sale at a price of $0.25 per Unit for gross proceeds of up to an additional $5,000,000.
The Convertible Loan Offering and Unit Offering have been conditionally approved by the TSX Venture Exchange ("TSXV") and are subject to its final approval. According to TSXV rules and applicable securities legislation, the securities issued pursuant to the Convertible Loan Offering and Unit Offering are subject to a four-month and one day hold period, commencing on the closing date and ending on March 15, 2013.
3MV is an oil and gas exploration and development company with assets throughout west central Saskatchewan's Viking oil play.
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.
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.
SOURCE: 3MV Energy Inc.
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