Atikwa Announces Proposed Business Combination With Hansar Energy Corp
20 July 2013 - 9:27AM
Marketwired Canada
Atikwa Resources Inc. (TSX VENTURE:ATK) ("Atikwa" or the "Company") is pleased
to announce that it has entered into a letter of intent with Hansar Energy Corp.
("Hansar") for an amalgamation and reorganization (the "Reorganization").
Pursuant to the terms of the proposed Reorganization, Atikwa will indirectly
acquire all of the issued and outstanding common shares of Hansar under an
amalgamation agreement entered into by Atikwa, a wholly-owned subsidiary of
Atikwa and Hansar. As part of the proposed Reorganization, the Board of
Directors of Atikwa will be reconstituted with nominees proposed by Hansar, who
will then reconstitute the management team of Atikwa.
The Reorganization is contingent on a number of conditions including the
approval of the TSX Venture Exchange and Atikwa shareholders. Approval of the
Reorganization is expected to be placed before shareholders at the Company's
annual general and special meeting which has been scheduled for August 30, 2013.
The Company has determined the Reorganization meets the criteria of a
fundamental acquisition, however this determination remains subject to the
review of the TSX Venture Exchange which may determine the Reorganization fits
the criteria of a Reverse Take-Over.
A majority of the Hansar shareholders have already entered into support
agreements with regard to the Amalgamation.
Hansar is a private oil & gas exploration and production company, with a primary
focus on the Three Forks Bakken zones in Manitoba in addition to some lower risk
Viking prospects in Alberta. The Hansar team brings to the Company a wealth of
geological, operational and financial strength with a strong history of success
in Alberta, Saskatchewan and Manitoba.
Specifically, with regard to Manitoba, two of the key players of the Hansar
team, one of which was a founder, were instrumental in the successful start up
and operation of an oil company that built a significant portfolio of Manitoba
light oil assets and then was sold for approximately $100,000,000 in 2012. This
experience and the team's industry relations in the area will be instrumental in
the exploitation and expansion of Atikwa's portfolio of light oil assets in
Manitoba.
As part of the Reorganization, the Company plans to work with its industry and
financial partners to restructure the Company so that it is in a better position
to raise additional capital to allow the new company to focus on aggressively
drilling and building its production of light oil assets and cash flow.
The current management of Atikwa remains committed to completing the
Reorganization and is confident it is taking the right steps to further
strengthen the Company's balance sheet, which will allow the Company to unlock
the significant potential future value of its assets. With the addition of the
Hansar team and its portfolio of assets and financial relationships, Atikwa is
very excited about the reorganized company's future opportunities. Atikwa
believes that this stronger expanded entity will be well positioned to further
develop its existing assets and to expand through acquisitions of
undercapitalized companies owning complementary assets.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements relating to the Company's
plans and other aspects of the Company's anticipated future operations,
strategies, financial and operating results and business opportunities. Factors
such as regulatory approvals and other related and external factors may affect
the forward-looking statements made in this news release. Forward-looking
statements typically use words such as "anticipate", "believe", "project",
"expect", "plan", "intent" or similar words suggesting future outcomes,
statements that actions, events or conditions "may", "would", "could" or "will"
be taken or occur in the future, or consists of statements regarding estimates
of future production, operating costs or other expectations, beliefs, plans,
objectives, assumptions or statements about future events or performance.
Statements regarding reserves are also forward-looking statements, as they
reflect estimates as to the expectation that the deposits can be economically
exploited in the future. Although the Company believes that the expectations
represented in such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct. As a consequence,
actual results may differ materially from those anticipated in the
forward-looking statements and you should not unduly rely on forward-looking
statements. The forward-looking statements contained in this news release are
made as the date of this news release and the Company does not undertake any
obligation to update publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events or otherwise,
except as may be required by applicable securities laws. The term barrels of oil
equivalent ("boe") may be misleading, particularly if used in isolation. A
conversion ratio for gas of 6 mcf: 1 boe is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not represent
a value equivalency at the wellhead.
FOR FURTHER INFORMATION PLEASE CONTACT:
Atikwa Resources Inc.
Sean Kehoe
President and CEO
403-233-6092
(TSXV:ATK)
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