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HWK.B

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Share Name Share Symbol Market Type
TSXV:HWK.B TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Hawk Announces $10.0 Million Bought Deal Private Placement Financing

28/04/2011 12:51pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Hawk Exploration Ltd. ("Hawk" or the "Corporation") (TSX VENTURE:HWK.A)(TSX
VENTURE:HWK.B) is pleased to announce that it has entered into an agreement, on
a bought deal private placement basis, with a syndicate of underwriters led by
National Bank Financial Inc. ("NBF") and including Fraser Mackenzie Limited and
Haywood Securities Inc., for an offering of 12,500,000 subscription receipts
("Subscription Receipts") at an issue price of $0.80 per Subscription Receipt
for aggregate gross proceeds of approximately $10.0 million (the "Offering").
The net proceeds of the Offering will be used to fund further development at
Seagram Lake, to fund other exploration and development prospects, and for
general corporate purposes. 


Annapolis Investment Limited Partnership V and Annapolis Investment (US) Limited
Partnership V (collectively, "Annapolis") have agreed to subscribe for
10,000,000 Subscription Receipts pursuant to the Offering. Following the closing
of the Offering, and subject to the approval of the TSX Venture Exchange (the
"TSXV"), it is expected that Annapolis will appoint a nominee to the Board of
Directors of Hawk.


Each Subscription Receipt shall entitle the holder to receive, for no additional
consideration or further action on the part of the holder thereof, one Class A
share ("Class A Share") of the Corporation, upon the receipt by the Corporation
of all necessary approvals in respect of the Offering and the issuance of the
Class A Shares underlying the Subscription Receipts, including, but not limited
to, approvals required by the TSXV with respect to the Offering and all other
necessary shareholder, corporate and regulatory approvals (the "Escrow Release
Conditions"). The gross proceeds of the Offering (the "Escrowed Funds") will be
held in escrow and will be released to the Corporation upon the satisfaction of
the Escrow Release Conditions. In the event that the Escrow Release Conditions
are not satisfied at or before 5:00 pm (Calgary time) on July 15, 2011, the
Escrowed Funds, together with any accrued interest thereon, shall be returned to
the holders of the Subscription Receipts.


Closing of the Offering is expected to occur on or about May 18, 2011 and is
subject to customary conditions and regulatory approvals, including approval of
the TSXV. 


Hawk is an emerging Corporation 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 TSXV under the trading symbols of HWK.A and HWK.B, respectively.


Cautionary Statements: 

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the securities in any jurisdiction. The Class A Shares offered
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. 


This press release contains forward-looking statements. More particularly, this
press release contains forward-looking statements related to: the anticipated
closing date of the Offering; the use of proceeds from the Offering; and the
appointment of a new member to the Board of Directors of Hawk. Readers are
cautioned that the foregoing list of factors should not be construed as
exhaustive. Although Hawk believes that the expectations and assumptions on
which the forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because Hawk can give no
assurance that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These include, but
are not limited to, the failure to obtain necessary shareholder and regulatory
approvals and risks associated with the oil and gas industry in general (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; health, safety and
environmental risks; commodity price and exchange rate fluctuations; and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures). 


The forward-looking statements contained in this document are made as of the
date hereof and Hawk undertakes no obligation 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.


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