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WHD West Hawk Development Corp.

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Share Name Share Symbol Market Type
West Hawk Development Corp. TSXV:WHD 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 -

West Hawk Announces $2.5 Million Brokered Private Placement; Shares for Debt Settlement With Officers and Employees

25/08/2009 7:28pm

Marketwired Canada


West Hawk Development Corp. (TSX VENTURE:WHD) ("West Hawk" or the "Company") is
pleased to announce that it has entered into an agreement with Union Securities
Ltd. (the "Agent") to act as the Company's exclusive agent on a commercially
reasonable efforts basis in connection with a private placement (the "Offering")
of up to 166,666,667 units (the "Units") for aggregate gross proceeds of up to
$2,500,000. The Company is also proposing to settle an aggregate of $332,589.50
in outstanding salaries payable to its officers and employees through the
issuance of an aggregate of 6,651,790 shares at a deemed price of $0.05 per
share. Both transactions are subject to the approval of the TSX Venture
Exchange.


Terms of the Proposed Offering

Each Unit sold in the Offering will be issued at $0.015 per Unit, and consist of
one common share of the Company (a "Share") and one-half of one common share
purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable
into one common share (a "Warrant Share") of the Company for 24 months from
closing at an exercise price of $0.07 per Warrant Share during the first 12
months and $0.10 per Warrant Share thereafter for the balance of the term.


The Company will grant to the Agent an over-allotment option (the
"Over-Allotment Option") to purchase up to an additional 10% of the number of
Units issued pursuant to the Offering at a price equal to the issue price per
Unit. If exercised, the Over-Allotment Option must be executed within 15
business days of the final closing date and completed within 30 business days of
the final closing date of the Offering. Assuming full exercise of the
Over-Allotment Option, the Company would issue an aggregate of 183,333,334 Units
and raise aggregate gross proceeds of $2,750,000.


The Agent will receive a cash commission equal to 10% of the aggregate gross
proceeds of the Offering, including proceeds raised pursuant to the
Over-Allotment Option. The Agent will also receive compensation options equal to
10% of the aggregate number of Units sold under the Offering, including pursuant
to the Over-Allotment Option. Each compensation option will entitle the holder
to acquire, for a period of 24 months, one unit (an "Agent's Unit") at a price
of $0.05 per Agent's Unit. Each Agent's Unit will consist of one common share
and one-half of one common share purchase warrant (each whole warrant, an
"Agent's Warrant"), with each Agent's Warrant exercisable into one common share
of the Company for 24 months from closing at a price of $0.10 per share.


The Offering is scheduled to close within approximately 30 days and is subject
to the Company receiving all necessary TSX Venture Exchange approvals. Proceeds
from the Offering will be used to fund planned exploration and assessment work
on the Company's Groundhog Coal Project in northwestern British Columbia and for
general working capital purposes. The Company's current focus for its Groundhog
property is to test the core samples obtained during the Company's October 2008
drill program and, if warranted based on the results of the core samples,
commission a current technical report, build a geological model, determine the
right business structure to develop the Groundhog property, and prepare a
business plan.


"For the Company this is an important step forward in the development of the
Groundhog Coal Project. It is a pleasure to have Union Securities supporting
this equity raising," said Gonzalo Torres Macchiavello, West Hawk Development
President & CEO.


On behalf of the Board of Directors,

Gonzalo Torres Macchiavello, President and Chief Executive Officer

About the Company: West Hawk Development Corp. is focused on providing valuable,
high-demand energy products from a variety of sources. Assets include the Figure
Four natural gas property located in the Piceance Basin, Colorado, being
developed under a drilling and development agreement and the Groundhog coal
property located in northwest British Columbia.


Cautionary Note: This news release contains forward looking statements,
particularly those regarding completion of the proposed offering and future
development of the Company's Groundhog coal project in northwest British
Columbia. The Company has filed a National Instrument 51-101 Report on its
Figure Four property. Resource estimates in this report, unless specially noted,
are considered speculative. Any and all other resource or reserve estimates are
historical in nature, and should not be relied upon. By their nature, forward
looking statements involve risk and uncertainties because they relate to events
and depend on factors that will or may occur in the future and in many
circumstances are beyond the control of the Company. These risks and
uncertainties include, without limitation, receipt of required regulatory
approvals for the proposed offering and debt settlement, satisfaction of all
other conditions precedent to completion of the offering, including completion
of satisfactory due diligence by the Agent, and the ability of the Company to
raise sufficient funds pursuant to the offering to complete its proposed program
on the Groundhog Project. Actual results may vary depending upon, among other
factors, the favorable outcome of the foregoing risks and uncertainties,
favorable results from proposed exploration and assessment activities, industry
production, commodity demand and pricing, currency exchange rates and general
economic factors.


Cautionary note to U.S. investors: The U.S. Securities and Exchange Commission
specifically prohibits the use of certain terms, such as "reserves" unless such
figures are based upon actual production or formation tests and can be shown to
be economically and legally producible under existing economic and operating
conditions.


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