Noravena Capital Corporation

November 10, 2011 14:43 ET

Noravena Capital Corporation Announces Signing of Definitive Agreement and Completion of $7.5 Million Private Placement Financings by 3MV Energy Inc.

TORONTO, ONTARIO--(Marketwire - Nov. 10, 2011) -


Noravena Capital Corporation ("Noravena") (TSX VENTURE:NRV.P) a capital pool company, is pleased to announce that pursuant to its previously announced letter of intent dated August 26, 2011, as amended September 29, 2011, October 7, 2011 and October 25, 2011 (the "LOI"), with respect to a proposed business combination with 3MV Energy Inc. ("3MV"), 3MV has completed the private placements for gross proceeds of $7,541,119, meeting the threshold financing condition set out in the LOI, and has entered into the definitive amalgamation agreement. Upon completion, the merger with 3MV is intended to constitute Noravena's qualifying transaction (the "Transaction"), subject to regulatory approval, 3MV shareholder approval and other conditions. The resulting company will be renamed "3MV Energy Corp."

Private Placement Financings of 3MV

In connection with the Transaction, 3MV has completed a best-efforts private placement financing (the "Financing") for aggregate gross proceeds of $7,541,119 consisting of the issuance of 1,231,285 common shares at a price of $3.75 per common share and 730,950 flow-through common shares at a price of $4.00 per flow-through common share. The Financing was led by Stonecap Securities Inc. as lead agent together with Cornerstone Asset Management L.P. as co-lead agent. Pro forma the offering, 3MV has 6,553,420 common shares outstanding.

Definitive Amalgamation Agreement Signed

Noravena and 3MV have entered into a formal definitive amalgamation agreement (the "Amalgamation Agreement") providing for the merger of Noravena and 3MV by way of 3-corner amalgamation between 3MV, a new subsidiary of Noravena and Noravena. The Amalgamation Agreement also contains covenants, representations, warranties, conditions, indemnities and provisions customary for transactions of the nature of the qualifying transaction.

All of the issued and outstanding shares of 3MV will be acquired on the basis of 20.27 common shares of Noravena for each one (1) common share of 3MV including the currently outstanding common shares of 3MV and the common shares issued in connection with financings issued as part of the qualifying transaction.

The Amalgamation Agreement updates the LOI and corrects the August 29, 2011 press release to remedy an arithmetic error respecting the merger exchange ratio. The merger ratio was agreed on the basis of $3.75 per 3MV share and $0.185 per Noravena share, resulting in a ratio of 20.27:1.

About 3MV

3MV is a private junior E&P company focused on low-risk light oil resource plays in the Kindersley area of West Central Saskatchewan. 3MV targets drilling of the Lower Cretaceous Albian age Viking sandstone. The Viking formation has an aerial extent encompassing much of Saskatchewan and Alberta. Production from vertical wells in the Viking first occurred in the late 1950's. The 3MV management team is the same group that advanced the Viking as a resource play by drilling the first horizontal multi-stage technology in the Kindersley area and continue to further drilling technology to capture more hydrocarbons from the tight sandstone of the Viking.

About Noravena Capital Corporation

Noravena is a capital pool company governed by Exchange policies. Noravena's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction within the meaning of Exchange policies.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Forward Looking Statements

Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Neither Noravena nor 3MV assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Noravena's filings with the Canadian securities regulators, which filings are available at


BOEs derived by converting gas to oil at a ratio of six thousand cubic feet of gas to one barrel of oil (6 Mcf: 1 bbl). BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Neither the 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.

Contact Information

  • 3MV Energy Inc.
    Douglas McKinnon
    President and Chief Executive Officer

    3MV Energy Inc.
    Brian Radiff
    Communications Officer

    Noravena Capital Corporation
    James P. Boyle
    Chief Executive Officer and Director