Atikwa Announces Further Update on Proposed Business Combination With Hansar Energy Corp.
August 22, 2013 (Source: Marketwired) — 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.
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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.
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