Atikwa Announces Further Update on Proposed Business Combination With Hansar Energy Corp.
23 August 2013 - 3:05AM
Marketwired Canada
Atikwa Resources Inc. (TSX VENTURE:ATK) ("Atikwa" or the "Company") is pleased
to announce that it has agreed with Hansar Energy Corp. ("Hansar") to amend the
terms of its previously announced letter of intent with Hansar (see news release
dated July 19, 2013) to allow the parties to proceed with an acquisition of
Hansar by way of amalgamation (the "Acquisition"). The changes to the previously
proposed reorganization were made as a result of Atikwa's continuing due
diligence and further negotiations with Hansar. Pursuant to the terms of the
Acquisition, Atikwa will indirectly acquire all of the issued and outstanding
common shares of Hansar under an amalgamation agreement to be entered into by
Atikwa, a wholly-owned subsidiary of Atikwa and Hansar. Under the amalgamation
agreement, the shareholders of Hansar will receive common shares of Atikwa at a
deemed value of $0.05 per share in exchange for their Hansar shares. Based on
the engineering valuation of Hansar's assets, Atikwa anticipates that no more
than 67 million Atikwa shares will be issued pursuant to the amalgamation, which
effectively represents a purchase price of $3,350,000 for the assets of Hansar
and will result in the former Hansar shareholders owning less than 20% of the
issued and outstanding shares of Atikwa, post amalgamation. A majority of the
Hansar shareholders have agreed to enter into revised support agreements with
regard to the Acquisition.
Hansar has provided Atikwa with a Reserve and Economic Evaluation and Resources
Assessment of their oil properties produced by an independent engineering and
geological consulting firm and a qualified reserves evaluator, presented in a
form consistent with the requirements of Form 51-101 F1 Part 2, Item 2.1
(Forecast Prices and Costs) and having an effective date of July 1, 2013. Net
asset value (per share), NPV, future net revenue, do not necessarily represent
fair market value.
-- The Proved plus Probable before tax reserve valuation of the Hansar
assets at NPV 10 is $10,350,000.
-- The engineered valuation above does not include any land value or
potential future value of lands under farm-in by Hansar in Manitoba that
also forms part of this transaction.
President and CEO Sean Kehoe stated; "This is a good accretive deal for Atikwa.
In a very tight market for capital or divestiture options, the logical approach
for micro cap juniors is to build strength through amalgamation. Our management
team has found, from original geological concept, 100% of the assets in our
portfolio and it is with mixed emotions that we pass it on to the new group,
however, we are convinced it is the best option for our Company and we are very
excited about the reorganized Company's future opportunities. I believe that
this stronger, expanded entity, with its improved access to capital, will be
well positioned to further develop the Company's existing assets and to expand
through acquisitions of other undercapitalized companies owning complementary
assets."
The Acquisition will not be completed prior to Atikwa's annual and special
meeting to be held on August 30, 2013 and it is contingent on a number of
conditions to be set forth in the definitive amalgamation agreement, including
the approval of the TSX Venture Exchange.
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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