Atikwa Resources Inc. Announces Reorganization and $21.5 Million Recapitalization Transaction
07 March 2013 - 6:01AM
Marketwired Canada
Atikwa Resources Inc. ("Atikwa" or the "Company") (TSX VENTURE:ATK) is pleased
to announce that it has agreed in principle to enter into a definitive
reorganization and investment agreement (the "Agreement") with WCOG Grand Empire
Inc. ("WGE"), which will provide for two separate non-brokered private
placements of $3.5 million and $18 million (the "Private Placements") in
association with a reorganization of the Company. Subject to the completion of
the Agreement on or about March 11, 2013, it is anticipated that the first
Private Placement will be completed in two closings, on March 18th and April
1st. The second Private Placement will be subject to shareholder approval at the
previously announced special meeting of Atikwa shareholders, currently scheduled
for April 24, 2013 (the "Special Meeting"). Provided the Company's shareholders
approve the second Private Placement and such offering is successfully
completed, the terms of the Agreement will provide for a restructuring of
Atikwa's management team and board of directors. It is also anticipated that the
Company will seek shareholder approval at the Special Meeting for a
consolidation of Atikwa's common shares and a change of name of the Company. The
completion of the Private Placements and reorganization of the Company are
subject to a number of conditions and approvals including, but not limited to,
the negotiation and execution of the Agreement and the approval of the TSX
Venture Exchange ("TSXV").
Private Placements
1. Pursuant to the initial Private Placement, WGE will subscribe for Atikwa
common shares through a non-brokered private placement for an aggregate
amount of $3.5 million at $0.05 per share. The first closing under the
initial Private Placement will be for $2,000,000 (40,000,000 common
shares) on or before March 18, 2013, with a second closing of $1,500,000
(30,000,000 common shares) on or before April 1, 2013. Upon completion
of the initial Private Placement, WGE will own approximately 19.7% of
the issued and outstanding common shares of Atikwa. Subject to TSXV
approval, WGE will have the right to appoint its nominee to the board of
Atikwa following the first closing of the initial Private Placement. The
initial Private Placement will not be contingent in any way upon the
completion of the second Private Placement.
2. Subsequent to the completion of the initial Private Placement, the
Company will hold the Special Meeting at which time Atikwa shareholders
will be asked, among other things, to approve the second Private
Placement (for gross proceeds of $18 million). Pursuant to the
Agreement, WGE will subscribe for 85% of the offering, with the
remaining 15% of the offering ($2,700,000) being made available to
existing Atikwa shareholders. WGE will agree to subscribe for any
portion of the second Private Placement that is not taken up by existing
Atikwa shareholders. As the completion of the second Private Placement
would make WGE a control person of Atikwa under applicable TSXV
policies, the second Private Placement is subject to the approval of the
shareholders of Atikwa.
Corporate Strategy
Upon the completion of the Private Placements, the Company plans to implement a
strategy of acquiring, exploiting and exploring while focusing on large
resource-in-place assets. This initial position will provide a platform for
aggressive growth through drilling, strategic acquisitions and further
development of internally generated prospects. Atikwa is a publicly traded
Canadian energy company involved in the exploration and development of oil and
gas properties in western Canada. Atikwa trades on the TSX Venture Exchange
under the symbol "ATK".
Note Regarding Forward Looking Statements
This press release contains forward-looking statements. More particularly, this
press release contains statements concerning the completion of the transactions
contemplated by the Agreement.
The forward-looking statements are based on certain key expectations and
assumptions made by Atikwa, including expectations and assumptions concerning
timing of receipt of required shareholder and regulatory approvals and third
party consents and the satisfaction of other conditions to the completion of the
transactions.
Although Atikwa 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 Atikwa 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, risks that required shareholder, regulatory and third party
approvals and consents are not obtained on terms satisfactory to the parties
within the timelines provided for in the Agreement and risks that other
conditions to the completion of the transactions are not satisfied on the
timelines set forth in the Agreement or at all.
The forward-looking statements contained in this press release are made as of
the date hereof and Atikwa 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Atikwa Resources Inc.
Sean Kehoe
President & CEO
(403) 233-6073
(TSXV:ATK)
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