Hawk announces strategic acquisition and bought deal financing


    CALGARY, Aug. 28 /CNW/ - Hawk Exploration Ltd. ("Hawk" or the
"Corporation") is pleased to announce it has entered into an agreement to
acquire 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 and a definitive sale
    Hawk is also pleased to announce that it has entered into an agreement,
on a bought deal private placement basis, with a syndicate of underwriters led
by Haywood Securities Inc., and including National Bank Financial Inc. and
Tristone Capital Inc., for an offering of 9,523,810 subscription receipts
("Subscription Receipts") at $1.05 per Subscription Receipt for aggregate
gross proceeds of approximately $10.0 million (the "Offering"). In addition,
the Corporation has also granted the underwriters an over allotment option
exercisable up to 48 hours prior to the closing of the Offering to purchase an
additional 2,857,143 Subscription Receipts at $1.05 per Subscription Receipt
for additional gross proceeds of approximately $3.0 million. Closing of the
Offering is expected to occur on or about September 22, 2009 and is subject to
customary conditions and regulatory approvals, including approval of the TSX
Venture Exchange.
    The net proceeds of the Offering will be used to fund a portion of the
purchase price payable by Hawk for the Acquisition, with the balance funded
from Hawk's existing cash balances.
    Each Subscription Receipt will entitle 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
at an earlier time, holders of Subscription Receipts will receive within three
(3) business days of October 15, 2009, 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.

    Highlights of the acquisition include:

    -   Current production of approximately 350 boe/d comprised of 290 bbl/d
        of medium crude oil and 350 mcf/d of associated natural gas.
    -   Operatorship of eight producing wells, two water disposal wells,
        central battery and associated facilities and pipelines with 100%
        working interest in all lands and facilities.
    -   High netback, low operating costs production with operating costs
        averaging $8.50 per boe to date in 2009.
    -   The acquisition of 1,370 net acres of land, with 650 acres of
        undeveloped land and access to 28 square kilometers of three
        dimensional seismic data.
    -   The identification of seven potential drilling locations on the
        acquired lands and acreage recently acquired by Hawk immediately
        adjacent to the acquired lands.
    -   Anticipated minimal additional general and administrative expenses
        due to the concentrated nature of the acquired assets.

    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 Corporation 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
Corporation'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
Corporation 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.

For further information:

For further information: Steve Fitzmaurice, President, CEO and Chairman,
Tel: (403) 264-0191 Ext 225, Email: steve@hawkexploration.ca; Dennis Jamieson,
Chief Financial Officer, Tel: (403) 264-0191 Ext 234, Email:

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Hawk Exploration Ltd.

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