West Hawk Announces $2.5 Million Brokered Private Placement; Shares for Debt Settlement With Officers and Employees
August 25 2009 - 2:28PM
Marketwired
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.
The TSX Venture Exchange has not yet reviewed and does not take
responsibility for the adequacy or accuracy of the content of this
news release.
Contacts: West Hawk Development Corp. Gonzalo Torres
Macchiavello President and Chief Executive Officer 1-800-830-0988
www.westhawkdevelopment.com
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