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Share Name | Share Symbol | Market | Type |
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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 | |
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0.00 | 0.00% | 0 | - |
West Hawk Development Corp. (TSX VENTURE:WHD)(FRANKFURT:H5N) ("West Hawk" or the "Company") announces that it has signed an agreement with Fuselier Holding, LLC ("Fuselier") of Richardson, Texas for the assignment and transfer to Fuselier of approximately US$10.6 million in outstanding trade debt, including all debt outstanding on its Figure Four Property in the Piceance Basin. The agreement provides that in exchange for assuming the debt, Fuselier will receive up to US$800,000 in previously issued common shares of West Hawk and a promissory note (the "Note") in the approximate amount of US$9.8 million. Repayment of principal and interest on the Note will occur over a 19-month period and will be made in common shares of the Company, subject to the Company's right of cash prepayment in certain circumstances. The assignment will eliminate the Company's outstanding obligations accruing from drilling and completion costs on the property's first four wells and free up cash-flow from gas sales for other uses, including providing funds for additional drilling of the Figure Four Property in 2008. The assignment will further allow West Hawk's management team to focus on maximizing production from the existing four wells and plan future drilling operations. The Company will also continue to advance its coal gasification and coal property development plans on its Canadian properties. "This transaction is critical to West Hawk's future. As a young start-up company, the retention of cash flow from the project will allow for future growth to continue. Our objective is to grow the Company by issuing additional equity. The deal with Fuselier will not require us to collateralize or encumber any of the Company's assets," said Roger A. Baer, West Hawk's Chief Financial Officer. Under the terms of the agreement, the Company has agreed to arrange for the transfer to Fuselier from certain of its directors, officers and management of up to four million previously issued common shares of the Company. In exchange for the unrestricted stock, the Company will issue to such individuals such number of common shares of the Company as is equal to the current market value of the shares transferred multiplied by 95%. The first principal payment on the Note is due in August 2008. Payments of both principal and interest in the approximate amount of US$2 million and US$1 million, respectively, will be made in common shares of the Company at a price per share equal to the greater of the current market price of the Company's shares on the TSX Venture Exchange and the average closing price of the Company's shares during the ten trading day period immediately preceding the date of issuance. The Company may prepay all or any part of the Note in cash or common shares of the Company, at its option and without penalty, on the earlier of the maturity date and completion of a debt or equity financing pursuant to which the Company raises more than US$5,000,000. The agreement further provides that Fuselier may at no time acquire more than 9.9% of the Company's outstanding shares without the prior approval of the TSX Venture Exchange and may at no time acquire more than 19.9% of the Company's outstanding shares without the prior approval of the Company's shareholders. The Note will bear simple interest at a rate equal to 37% per annum. West Hawk will also issue Fuselier an additional promissory note (the "Fee Note") on identical terms for approximately US$1.3 million in payment of its transaction costs, including the interest costs that Fuselier will assume on the transferred debt, management, legal and administrative fees in completing the transaction and settling the debt, and related travel expenses. Assuming full conversion of the Note and the Fee Note at the current market price of the Company's common shares, the Company will pay Fuselier a combined effective interest rate on the Note of 58% per annum. A due diligence and retainer fee of US$10,000 cash and US$26,000 in West Hawk common shares was payable to Fuselier upon execution of the assignment agreement. "Given that the notes are convertible into shares at market price over a period of 19 months, the program has the potential to result in significantly less dilution than a financing or shares for debt transaction completed today at the discounted market price of the Company's shares," said Mr. Baer. "The Company has vigorously pursued all available financing alternatives over the past year. The Board of Directors believes that the Fuselier transaction is the best alternative and allows current shareholders to retain the most value in the project. Once the uncertainty relating to the Company's current financial situation is resolved and the Company is cash flow positive, we believe the Company's market valuation will start to approach its intrinsic value." The transfer of the debt will allow Fuselier to immediately focus on settling all existing lien claims and actions filed by West Hawk's creditors for non-payment of services for work performed on the property. The liens that have been filed by trade creditors against the project represent a default of the Company's drilling and development agreement with EnCana Oil & Gas (USA) Inc. ("EnCana"). If Fuselier is unable to settle all of the lien claims and actions and EnCana enforces the default and terminates the drilling and development agreement, the Company may terminate the assignment agreement, in which case all of the assigned debt that remains unpaid by Fuselier at such time would revert back to the Company and the Note and Fee Note would be deemed cancelled. In addition, Fuselier would return the US$800,000 in previously issued stock together with any proceeds of sale of such stock realized by Fuselier, less the value of debts settled by Fuselier as at such date and less $150,000 in stock or proceeds thereof, as applicable, for costs. The Company currently has three wells on line, with the fourth expected to commence production in May 2008. The Company is required to commence operations for the drilling of an additional eight wells by September 30, 2008. If the transaction is completed with Fuselier, the Company anticipates that with the additional wells expected to come on line in the fourth quarter, it will be cash flow positive. Completion of the transaction is subject to, among other matters, the prior approval of the TSX Venture Exchange. On behalf of the Board of Directors, Wm. Mark Hart, 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; the Groundhog coal property located in northwest British Columbia; the Tulita coal property located in the Northwest Territories; and the Ellesmere Island, Nunavut Territory coal property. About Fuselier Holding, LLC: Fuselier Holding, LLC provides equity financing to publicly traded companies. By tailoring innovative, strategic financial solutions for each client, Fuselier implements an appropriate investment structure which allows the client to focus on its company fundamentals. Fuselier takes a synergistic approach which not only builds an ongoing relationship with their clients, but allows for overall growth and improvement in the company, the community, and the national economy. Cautionary Note: This news release contains forward looking information, including in particular, statements regarding the Company's anticipated completion of its proposed transaction with Fuselier Holding LLC and the Company's projected cash flow, capital expenditures and investment plans. These forward looking statements can be identified as such because of the context of the statements including words such as "believes", "anticipates", "expects", "plans", "estimates", or words of a similar nature. The forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. Such factors include, among others: the need for regulatory approval to complete the proposed acquisition with Fuselier Holding, LLC; general economic and business conditions which will, among other things, impact demand for and market prices of the Company's products; foreign currency exchange rates; economic conditions in the countries and regions in which the Company conducts business; industry capacity; ability of the Company to implement its business strategy including exploration and development activities; impact of competition; the availability and cost of seismic, drilling and other equipment; the ability of the Company to complete its capital programs and to transport its products to market; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the ability of the Company to attract the necessary labour required to build its projects; operating hazards and other difficulties inherent in the exploration for and production and sale of crude oil and natural gas; availability and cost of financing; production levels; uncertainty of reserve estimates; actions by governmental authorities; government regulations and the expenditures required to comply with them; asset retirement obligations; and other circumstances affecting revenues and expenses. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent, and the Company's course of action would depend upon its assessment of the future considering all information then available. Readers are cautioned that the foregoing list of important factors is not exhaustive. Although the Company believes that the expectations conveyed by the forward looking statements are reasonable based on information available to it on the date such forward looking statements were made, no assurances can be given as to future results, levels of activity and achievements. All subsequent forward looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Except as required by law, the Company assumes no obligation to update forward-looking statements should circumstances or the Company's estimates or opinions change.
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1 Month West Hawk Development Corp. Chart |
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