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CALGARY, Sept. 22 /CNW/ - Hawk Exploration Ltd. ("Hawk" or the "Corporation") is pleased to announce that it has successfully completed a previously announced bought deal private placement of subscription receipts (the "Subscription Receipts") with a syndicate of underwriters led by Haywood Securities Inc., and including National Bank Financial Inc. and Macquarie Capital Markets Canada Ltd. Including the over-allotment option, which was exercised by the Underwriters in full, a total of 12,380,953 Subscription Receipts were sold at $1.05 per Subscription Receipt for aggregate gross proceeds of approximately $13.0 million (the "Offering").
Hawk is also pleased to announce it has entered into a definitive agreement in connection with the previously announced acquisition of certain producing properties (the "Acquisition") in the Provost area of Alberta for cash consideration of $13.0 million, before closing adjustments and related costs. The Acquisition has an effective date of August 1, 2009 with an expected closing date of September 30, 2009 and is subject to certain conditions, including normal regulatory approvals. The Acquisition will be financed using a combination of proceeds from the Offering and the Corporation's existing cash balances.
Each Subscription Receipt entitles the holder thereof to receive one Class A share ("Class A Share") on the deemed exercise of the Subscription Receipt. The gross proceeds of the Offering will be held in escrow pending the completion of the Acquisition. If the Acquisition is completed on or before October 15, 2009, the proceeds will be released to Hawk and each holder of a Subscription Receipt shall receive, within three (3) business days of the closing of the Acquisition and for no additional consideration or action on the part of the holder thereof, one Class A Share for each Subscription Receipt held. If the Acquisition is not completed on or before October 15, 2009 or the definitive agreement in respect of the Acquisition is terminated on an earlier date (the "Termination Date"), holders of Subscription Receipts will receive within three (3) business days of October 15, 2009 or the Termination Date, as applicable, a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.
The Subscription Receipts as well as the Class A Shares issuable upon exercise thereof will be subject to a four month hold period under applicable Canadian securities laws.
Hawk is a newly formed company engaged in the exploration, development and production of conventional crude oil and natural gas in western Canada and is based in Calgary, Alberta. The Class A Shares and Class B Shares of Hawk trade on the TSX Venture Exchange under the trading symbols of HWK.A and HWK.B, respectively.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as
the term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Barrels of oil equivalent (boe) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet (mcf) of natural gas to one barrel (bbl) of oil is based on an energy conversion method primarily applicable at the burner tip and is not intended to represent a value equivalency at the wellhead. All boe conversions in this press release are derived by converting natural gas to oil in the ratio of six thousand cubic feet of natural gas to one barrel of oil. Certain financial amounts are presented on a per boe basis, such measurements may not be consistent with those used by other companies.
This press release may contain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, anticipations, expectations, opinions, forecasts, projections, guidance or other similar statements that are not statements of fact. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These risks include, but are not limited to: the risks associated with the oil and gas industry (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 fluctuation and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Subscription Receipts offered and the underlying Class A Shares have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.
SOURCE Hawk Exploration Ltd.
For further information: For further information: Steve Fitzmaurice, President, CEO and Chairman, Tel: (403) 264-0191 Ext 225, Email: firstname.lastname@example.org; Dennis Jamieson, Chief Financial Officer, Tel: (403) 264-0191 Ext 234, Email: email@example.com