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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 Provides Disclosure Update for Application to Reinstate Trading

11/07/2009 12:57am

Marketwired Canada


West Hawk Development Corp. (TSX VENTURE:WHD) (the "Company") is pleased to
provide to its shareholders and other stakeholders, this comprehensive update
regarding the Company's business and operations made in connection with its
reinstatement of the trading of its shares on the TSX Venture Exchange (the
"Exchange").


Reinstatement Application

The Company submitted its application for reinstatement of trading to the
Exchange on June 30, 2009 following a lengthy and comprehensive compliance
review during which the Company's shares have been suspended from trading.
Trading is expected to recommence on July 15, 2009.


In the course of its review, the Exchange has identified deficiencies in the
Company's disclosure record and other occasions on which the Company was not in
compliance with Exchange policies. As a result, the Company has been put on
notice by the Exchange to comply with Exchange policies in the future.


Chapter 11 Proceedings

The Company filed for protection under Chapter 11 of the Bankruptcy Code on
behalf of West Hawk Energy (USA) LLC ("WHE"), an indirect partially owned
subsidiary, on December 18, 2008. The Company holds a 75% interest in WHE
through its wholly-owned subsidiary, West Hawk Holdings (USA) LLC ("WHE
Holdings"). The remaining 25% of WHE is owned by Shanxi Lu'An Mining Industry
(Group) Company of China.


WHE has engaged Chiron Financial Advisors, LLC ("Chiron") as its financial
advisors and they have been working together to find the best financing solution
for the Company. Over the previous six months they have held several management
meetings and discussions, have met with debtor's counsel and have completed
several field visits to the Figure Four project. On January 27, 2009 WHE met
with creditors representatives and the US Trustee, at which meeting the Trustee
gave creditors the opportunity to organize a creditors' committee. However, no
creditors elected to participate in a creditors committee and to date, no
creditor proposals have been advanced.


WHE had until June 18, 2009 to implement the restructuring of WHE's indebtedness
and improve its capital structure, but WHE has applied for and obtained from the
United States Bankruptcy Court for the District of Colorado (the "Bankruptcy
Court") an extension to the exclusivity period under the Chapter 11 protection
for six months to November 18, 2009. The Company continues to work with its
legal and financial advisors to develop the most appropriate reorganization plan
for WHE, which includes negotiating amendments to WHE's Drilling and Development
Agreement with EnCana Oil and Gas (USA) Inc., assessing how much funding WHE
will require to implement the plan of reorganization and negotiating
debtor-in-possession financing with Chiron. The plan submission deadline is
November 15, 2009. The Company will provide further updates on the Chapter 11
proceedings as they occur.


WHE is indebted in the amount of approximately $10.3 million. See "Fuselier
Holdings LLC" below.


On April 7, 2009, the Company filed for protection under Chapter 11 of the
Bankruptcy Code on behalf of WHE Holdings in respect of approximately $1,000,000
in intercompany debt. That same day, WHE Holdings and WHE filed a joint motion
in the Bankruptcy Court to consolidate the companies' bankruptcy estates. If the
motion is approved, all assets and liabilities of each company would be
consolidated and deemed assets and liabilities of both companies, any claim or
obligation against one company would be deemed a claim or obligation against
both companies, and any plan of reorganization would be a single plan for both
companies as a consolidated entity. The motion is before the Bankruptcy Court,
which has not yet scheduled a hearing date. It is not known when the hearing
will be held. In the event that the motion to consolidate is denied, WHE and WHE
Holdings will each pursue its plan of reorganization independently, in which
case WHE Holdings will have until November 15, 2009 to submit its plan of
reorganization and is currently working with Chiron to this end.


Fuselier Holdings LLC

The Company announced on January 2, 2009 that Fuselier Holdings LLC ("Fuselier")
had terminated the agreement (the "Agreement") pursuant to which WHE had
assigned and transferred to Fuselier approximately US$10.6 million in
outstanding trade debt (the "Debt"). The termination of the Agreement caused
approximately US$9.3 million in Debt remaining unpaid at the time of termination
to revert back to WHE.


WHE is currently indebted to its creditors in the amount of approximately
US$10.3 million, which includes the US$9.3 million that reverted back to WHE on
termination of the Agreement and approximately US$1 million in additional WHE
trade debt that was never assigned to Fuselier. At the time of execution of the
Agreement, US$10.6 million represented the Company's best estimate of the
aggregate WHE creditor claims then outstanding. While negotiating settlements
with creditors, Fuselier estimated that the actual amount owed to the creditors
was US$1.4 million greater. The Company, however, believes that the additional
debt is closer to US$1 million, as noted above. The Agreement contemplated that
in such circumstances the parties would amend the Agreement to assign the
additional debt, but no such amendment was made prior to the termination.


On termination of the Agreement and reversion of the Debt to WHE, Fuselier has
no further liability in respect of the Debt and neither WHE nor the Company has
any further rights of indemnification against Fuselier in respect of the Debt.


The Company originally announced the Agreement on April 10, 2008. The
transaction allowed the Company to consolidate WHE's debts, free up cash flow
and ultimately remove liens that had been filed by the trade creditors against
the Company's Figure Four project. The Company unsuccessfully pursued alternate
financing on more favorable terms for several months before it signed the
Agreement with Fuselier.


In consideration for assuming the US$10.6 million in Debt, the Company agreed to
pay Fuselier US$11.9 million through the transfer of 4,000,000 previously issued
common shares of the Company (having an aggregate value of US$800,000) and the
issue of two promissory notes (the "Notes") totaling US$11.1 million. Of this
amount, US$1.3 million represented Fuselier's transaction fees, including the
interest costs and penalties that Fuselier assumed on the transferred Debt and
management, legal and administrative fees. The Notes and accrued interest were
payable by the Company through the issuance of common shares at a minimum price
per share of not less than $0.19, which was the then market price of the
Company's stock. It was intended that Fuselier would sell the Company's shares
into the market in order to raise the funds necessary to pay down the assigned
Debt. The transaction was subject to Exchange approval, which the Company
received on April 30, 2008.


In early November 2008, Fuselier defaulted in its payments to the creditors.
Following this default, the Company advanced a total of US$125,000 to Fuselier
throughout November and December 2008 so that Fuselier could meet its payment
obligations to WHE's creditors (and thereby avoid a default by WHE under the
DDA). The loan was never repaid and the Company therefore applied the US$125,000
loan amount as an additional payment against the outstanding principal balance
of the Notes.


On December 18, 2008, Fuselier advised the Company that it was terminating the
Agreement because the Company's shares were suspended from trading on the
Exchange and because the Company's share price fell below $0.19. Under the terms
of the Agreement, Fuselier was permitted to terminate the Agreement only for
cause, which included, among other matters, the Company or any material
subsidiary of the Company liquidating, seeking bankruptcy protection or ceasing
to operate, or any of the Company's representations and warranties under the
Agreement being or becoming false. The Agreement provides that if Fuselier
terminates the Agreement for cause, the Company is not entitled to any repayment
of the shares issued under the Notes. The Company is consulting legal counsel to
determine whether Fuselier had sufficient cause under the Agreement to
terminate; however, there is no assurance that the Company will have adequate
grounds to seek any remedy against Fuselier or whether, if a remedy is sought,
the Company would be successful in recovering any of the shares issued to
Fuselier or the value of such shares.


At the date of termination of the Agreement, Fuselier had made payments against
the Debt to WHE creditors totalling US$1,247,434 and the Company had transferred
or issued an aggregate of 21,757,391 common shares to Fuselier (or 14.5% of the
Company's current outstanding share capital) over a period of 9 months in
satisfaction of US$4,675,070 in outstanding principal and interest under the
Notes. A portion of these shares were sold by Fuselier to pay WHE's creditors
and reduce the Debt. Fuselier is not a registered shareholder of the Company and
accordingly, the exact number of shares currently held by Fuselier is not known
to the Company. However, Fuselier was limited under the terms of the Agreement
to holding not more than 9.9% of the Company's shares at any time. To the
Company's knowledge, Fuselier does not currently hold more than 9.9% of its
shares.


The Notes were deemed cancelled on termination of the Agreement and accordingly,
WHE and the Company are no longer obligated to pay the balance of the Notes or
issue any further shares to Fuselier under the Notes.


In a separate but related transaction, Fuselier has defaulted on its repayment
to the Company of the US$1.3 million bridge loan announced May 30, 2008.
Fuselier used the funds to settle certain debt obligations WHE owed to Laurus
Master Fund, Ltd. The Company had extended the maturity date of the loan on
several occasions, most recently to December 31, 2008, but after Fuselier again
failed to meet the December 31st repayment deadline, the loan agreement
terminated. The related US$1.684 million promissory note issued to Fuselier
similarly terminated and neither party has any further liabilities or
obligations to the other under the two notes or the related agreements. As at
the date of termination, the Company had made no payments to Fuselier under the
US$1.684 million note.


Fuselier and Jean R. Fuselier, the Chief Executive Officer and principal
shareholder of Fuselier, are no longer involved with the Company in any manner
other than as a shareholder.


EnCana Arbitration and Litigation

As disclosed in the Company's press release dated March 23, 2009, WHE has filed
a Demand for Arbitration and commenced a lawsuit against EnCana Oil and Gas
(USA) Inc. raising claims under the parties' Drilling and Development Agreement
dated May 1, 2006. The arbitration is pending and a hearing is scheduled
regarding the litigation for December 7, 2009 in the State District Court.


Operations

To continue exploration and assessment work on the Company's Groundhog coal
property, located in British Columbia, Canada, the Company anticipates that it
will need to raise approximately $1.5 million, which includes payment of
approximately $530,000 in outstanding accounts payable and $1 million to
complete its analysis of coal samples obtained during the Company's October 2008
drill program and thereafter commission a current technical report. The
Company's current focus for its Groundhog property is to test the core samples
obtained 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. The Company has made the required property payments and the property
remains in good standing.


Drilling and gas production at the Company's Figure Four project has also been
suspended. A top priority of the Company's reorganization plan for WHE is to
secure production from the eight existing wells in the future. The Company has
previously announced its engagement of Chiron Financial Advisors LLC to assist
in raising the funds necessary to complete the reorganization and resolve WHE's
outstanding Chapter 11 bankruptcy.


Management Team

The Company's board of directors and executive management have undergone changes
since the November 5, 2008 suspension. On December 4, 2008, Mr. Roger Baer
resigned as Managing Director, Canadian Operations and Mr. Fabio Capponi
resigned from the Board of Directors. On January 6, 2009, Mr. Gonzalo Torres
Macchiavello replaced Dr. Wm. Mark Hart as President and Chief Executive
Officer. Also in January 2009 the Company, as part of its cost reduction plan,
laid off Dr. Andrew Schissler, Executive Vice President of Engineering and Ms
Kongrui Wang, Controller. On March 1, 2009, Dr. Jinsheng Chen resigned as a
director and as President and Chief Executive Officer of Asian Operations. On
March 24, 2009, Mr. John Owen was appointed Chief Financial Officer, but
resigned shortly thereafter also on March 24, 2009 after Mr. Owen and the
Company failed to agree on the terms of Mr. Owen's compensation package. Mr.
Lonny Haugen was appointed Chief Financial Officer on April 20, 2009. On July 7,
2009, Dr. Hart resigned from his position as Chairman of the Company but
continues to serve on the Board of Directors.


Mr. Haugen continues to serve the Company as Chief Financial Officer and Mr.
Macchiavello continues to serve as President and Chief Executive Officer. Mr.
Baer continues to act in a consulting capacity in regards to matters related to
his past positions in the Company on an as needed basis. The Board of Directors
is now comprised of Dr. Hart, Mr. Macchiavello, Mr. Richard Braun, Mr. David
Francisco and Mr. Dongfei Wong.


This experienced team of individuals, led by Mr. Macchiavello, is committed to
creating a sustainable business model and maximizing value for the Company's
shareholders. The team is also committed to maintaining a standard of timely,
consistent and accurate communication with its stakeholders, including its
shareholders, regulators and the public. The team's immediate priorities are to
complete a plan of reorganization of WHE assets and resolve the outstanding
Chapter 11 bankruptcy proceedings of WHE and WHE Holdings, find a permanent and
sustainable solution for the Company's Figure Four natural gas project, secure
financing for its operations, including in particular the continued exploration
of its Groundhog coal property, and significantly reduce its debt.


On behalf of the Board of Directors,

Gonzalo Torres Macchiavello

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 northwestern British Columbia.


Cautionary Note: This news release contains forward-looking information,
including in particular, statements regarding the anticipated reinstatement of
the trading of the Company's shares on the Exchange, anticipated completion of a
satisfactory restructuring of assets and debt of WHE and WHE Holdings,
anticipated capital raising, capital expenditures and investment plans. By its
nature, forward-looking information involves risks and uncertainties because
such information relates to events and depends on factors that will or may occur
in the future. Actual results may vary depending upon a number of factors,
including without limitation, the discretion of the Exchange to reinstate
trading of the Company's shares, the ability of the Company to raise sufficient
capital and/or find funding partners to complete a restructuring of WHE and WHE
Holdings and recommence operations at the Company's properties, results of
exploration, industry production, commodity demand and pricing, currency
exchange rates and general economic factors.


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