Atikwa Resources Inc.

Atikwa Resources Inc.

August 25, 2011 08:30 ET

Atikwa Announces Brokered Private Placement Offering of Units and Flow-Through Units

CALGARY, ALBERTA--(Marketwire - Aug. 25, 2011) - Atikwa Resources Inc. ("Atikwa" or the "Company") (TSX VENTURE:ATK) is pleased to announce it has entered into an engagement letter with MGI Securities Inc. ("MGI") pursuant to which MGI will act as the agent for a private placement financing consisting of the issuance of units ("Units") and flow-through units ("Flow-Through Units") by the Company for aggregate gross proceeds of up to $3,500,000 (the "Offering").

The subscription price for each Unit is $0.06. Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.10 per Warrant at any time on or before 4:30 p.m. (Calgary time) on the date that is twelve (12) months from the date of issuance of the Warrant. The subscription price for each Flow-Through Unit is $0.07. Each Flow-Through Unit is comprised of one Common Share to be issued on a "flow-through" share basis pursuant to the provisions of the Income Tax Act (Canada) and one-half of one Warrant.

The net proceeds from the Offering will be used to fund further development drilling at the Company's light oil Spearfish play in the Pierson area of Manitoba and its light oil Bakken play in Roncott, Saskatchewan. The proceeds from the Common Shares comprising the Flow-Through Units will be used to fund the next phase of drilling at the Company's liquids rich natural gas discovery in the Porcupine Hills of Alberta and further development of the Company's Windfall, Alberta property.

In consideration of MGI acting as agent, Atikwa has agreed to, among other things, (i) pay a cash commission to MGI equal to 7.0% of the gross proceeds of the Offering; and (ii) issue agent warrants ("Broker Warrants") to purchase Common Shares which will entitle the Agent to acquire that number of Common Shares which is equal to 7.0% of the Flow-Through Units and/or Units sold pursuant to the Offering at any time prior to the date that is twelve (12) months from the date of issue at an exercise price of $0.10 per Broker Warrant.

The Offering is subject to certain conditions including but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. All securities issued under the Offering will be subject to a four-month hold period.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and, until, so registered, may not be offered or sold in the United States or any state or to, for the account of, U.S. persons absent registration or an applicable exemption from the registration requirements. This release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This news release contains forward‐looking statements relating to the use of proceeds from the Offering and the Company's plans and other aspects of the Company's anticipated future operations, strategies, financial and operating results and business opportunities. 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. 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.

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.

Contact Information

  • Atikwa Resources Inc.
    Sean Kehoe
    President and CEO
    (403) 233-6073