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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 to Assign US$10.6 Million in Trade Debt

11/04/2008 12:48am

Marketwired Canada


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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