Atikwa Resources Inc.

TSX VENTURE : ATK


Atikwa Resources Inc.

March 06, 2013 15:01 ET

Atikwa Resources Inc. Announces Reorganization and $21.5 Million Recapitalization Transaction

CALGARY, ALBERTA--(Marketwire - March 6, 2013) - 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.
  1. 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.

Neither 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 & CEO
    (403) 233-6073