Hawk Exploration Ltd. (TSXV:HWK.A)
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CALGARY, May 18 /CNW/ --
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
CALGARY, May 18 /CNW/ - Hawk Exploration Ltd. ("Hawk" or the
"Corporation") is pleased to announce that it has completed its
previously announced bought deal private placement 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 Offering was conducted by a syndicate of underwriters led by
National Bank Financial Inc. ("NBF") and including Fraser Mackenzie
Limited and Haywood Securities Inc. Upon the occurrence of the Escrow
Release Conditions (as defined below), 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 Partnership V and Annapolis Investment (US) Limited
Partnership V subscribed for 10,000,000 Subscription Receipts pursuant
to the Offering.
Each Subscription Receipt entitles 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 TSX Venture Exchange (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.
The Corporation intends to obtain the necessary approvals required by
the TSXV from the shareholders of the Corporation at its upcoming
Annual General & Special Meeting of securityholders to be held on June
21, 2011.
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 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.
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.
This press release contains forward-looking statements. More
particularly, this press release contains forward-looking statements
related to: the use of proceeds from the Offering; release of the
Escrowed Funds and issuance of Class A Shares pursuant to the
Subscription Receipts. 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.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/May2011/18/c5563.html
p /p table valign="top" border="0" tr td bSteve Fitzmaurice/b /td td bDennis Jamieson /b /td /tr tr td President, CEO and Chairman /td td Chief Financial Officer /td /tr tr td Tel: (403) 264-0191 Ext 225 /td td Tel: (403) 264-0191 Ext 234 /td /tr tr td Email: a href="mailto:steve@hawkexploration.ca"steve@hawkexploration.ca/a /td td Email: a href="mailto:dennis@hawkexploration.ca"dennis@hawkexploration.ca/a /td /tr /table p /p