Mr. Curtis Schoenfeld reports
3MV ENERGY ANNOUNCES RE-ACQUISITION OF 75% INTEREST IN 2 WELLS BY COMPLETING THE ACQUISITION OF 1696704 ALBERTA LTD. AND FURTHER SETTLEMENT OF DEBT
Further to previous press releases, 3MV Energy Corp. has reacquired the 75-per-cent
interest of two newly (or recently) drilled wells by acquiring all of
the outstanding securities of 1696704 Alberta Ltd. (FarmCo). Pursuant to the farm-out agreement between FarmCo and 3MV, FarmCo
drilled two wells on 3MV's Fiske property, with FarmCo financing 100 per cent of
costs to completion to earn a 75-per-cent interest, subject to existing
royalties. 3MV now has a 100-per-cent working interest in the two Fiske wells.
Currently, production equipment is being installed on the wells, and 3MV
will provide the market with production updates in the coming weeks.
Securities exchange
The company acquired all of the 3,600,100 common shares and 3.6 million warrants of FarmCo by issuing 3,600,100 3MV common shares and 3.6 million
3MV warrants to FarmCo securityholders in exchange for 3,600,100 FarmCo
common shares and 3.6 million FarmCo warrants. Each 3MV warrant is exercisable at 50 cents per share for a period of
18 months from the original date of issuance. Following the
acquisition, FarmCo is a wholly owned subsidiary of 3MV.
These transactions are consistent with 3MV's present goal to preserve
its cash and are subject to the approval of the TSX Venture Exchange.
According to TSX-V rules and applicable securities legislation, the
securities issued pursuant to the shares for debt transactions are
subject to a four-month-and-one-day hold period, commencing on the
closing date and ending on April 20, 2013. The issuance of the common
shares will not result in a change of control.
Related-party transaction
Securityholders of FarmCo include: (a) Curtis Schoenfeld, president,
chief executive officer and a director of 3MV and president and a
director of FarmCo, (b) Gordon W. Marsden, vice-president, engineering,
of 3MV and secretary and a director of FarmCo, (c) Audax Investments
Ltd., a company controlled by Dallas C. Duce, a director and control
person of 3MV, and (d) Serpa Ventures Ltd., a company controlled by Alex
Francoeur, a director of 3MV.
The acquisition from each director and/or officer is considered related-party transactions for the purposes of Multilateral Instrument 61-101 (protection of minority securityholders in special transactions). Following the closing of the acquisition: (1) Mr. Schoenfeld will,
directly or indirectly, beneficially own or control 460,100 common
shares of the company on a non-diluted basis (1.02 per cent) and 860,100 common
shares on a fully diluted basis (1.07 per cent); (2) Mr. Marsden will, directly
or indirectly, beneficially own or control 456,000 common shares of the
company on a non-diluted basis (1.01 per cent) and 856,000 common shares on a
fully diluted basis (1.07 per cent); (3) Mr. Duce will, directly or indirectly,
beneficially own or control 22,059,986 common shares of the company on
a non-diluted basis (48.87 per cent) and 47,308,272 common shares on a fully
diluted basis (58.92 per cent); and (4) Mr. Francoeur will, directly or
indirectly, beneficially own or control 124,660 common shares of the
company on a non-diluted basis (0.28 per cent) and 224,660 common shares on a
fully diluted basis (0.28 per cent).
According to MI 61-101, a related-party transaction requires formal
valuation and minority shareholder approval unless exempt. The
acquisitions are 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 acquisitions and determined that, as 3MV is in
serious financial difficulty and the acquisitions are designed to
improve the financial position of 3MV, the terms of the acquisitions
are reasonable in the circumstances of 3MV. Accordingly, the
acquisitions are exempt from minority shareholder approval and formal
valuation requirements of M1 61-101.
The acquisitions are closing in fewer than 21 days due to the company's
immediate need to address its financial situation, which shorter period
is both reasonable and necessary in the circumstances. MI 61-101
requires that, if a material change report is filed fewer 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.
Further settlement of debt
Further to the press releases dated Oct. 18, 2012, Nov. 6, 2012,
Nov. 13, 2012, and Nov. 19, 2012, 3MV is also pleased to
announce that it is has agreed to convert $427,053.76 of trade and
professional services debt into 1,708,219 units of the company at a conversion price of 25 cents per unit. Each unit
will be composed of one share and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional
share of the company at an exercise price of 50 cents per share for a
period of 18 months following the date of issuance. To date, the company
has converted $1,477,570.35 of debt into an aggregate of 5,910,209
common shares and 5,148,649 warrants. 3MV is continuing to solicit its
creditors for conversion.
These transactions are consistent with 3MV's present goal to preserve
its cash and are subject to the approval of the TSX Venture Exchange.
According to TSX-V rules and applicable securities legislation, the
securities issued pursuant to the share-for-debt transactions are
subject to a four-month-and-one-day hold period, commencing on the
closing date and ending on April 19, 2013. The issuance of the common
shares will not result in a change of control.
We seek Safe Harbor.