Noravena Capital Corporation Provides Corporate Update
October 17, 2011 09:59 ET
Noravena Capital Corporation Provides Corporate Update
TORONTO, ONTARIO--(Marketwire - Oct. 17, 2011) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.
Noravena Capital Corporation ("Noravena") (TSX VENTURE:NRV.P) a capital pool company, announces it has amended the letter of intent (the "LOI") dated August 26, 2011 with respect to a proposed business combination with 3MV Energy Inc. (formerly Seawall Energy Management Corp.) ("3MV") intended to constitute Noravena's qualifying transaction (the "Transaction") to extend until October 31, 2011 the deadline to complete an initial private placement financing by 3MV of not less than $2,500,000 and to negotiate a definitive agreement in respect of the business combination.
Annual and Special Shareholder Meeting
Noravena announces that at the annual and special meeting of Noravena shareholders held on October 12, 2011, shareholders approved certain special business items in connection with the Transaction. Noravena shareholders approved: (i) the consolidation of Noravena's common shares on a basis of up to ten (10) pre-consolidation shares for one (1) post-consolidation share; and (ii) a name change to "3MV Energy Inc." or such other name as decided by the Noravena board of directors. Shareholders also reapproved Noravena's stock option plan.
Addition to Board of Directors
Noravena is pleased to announce that in addition to re-electing the five (5) incumbent directors of Noravena shareholders also elected Mr. Enrico Moretti to the Noravena board of directors. Mr. Moretti is a partner in the law firm of Boyle & Co. LLP. Mr. Moretti was admitted to practice law in the state of Ohio in 1997 and the province of Ontario in 2000. Mr. Moretti practices in the areas of corporate and securities law. The addition of Mr. Moretti increases the board to six persons to accommodate the proposed business combination with 3MV.
About Noravena Capital Corporation
Noravena is a capital pool company governed by TSX Venture Exchange (the "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 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 [ www.sedar.com ].
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.