Hawk Exploration Ltd.

April 28, 2011 07:51 ET

Hawk Announces $10.0 Million Bought Deal Private Placement Financing

CALGARY, ALBERTA--(Marketwire - April 28, 2011) -


Hawk Exploration Ltd. ("Hawk" or the "Corporation") (TSX VENTURE:HWK.A)(TSX VENTURE:HWK.B) is pleased to announce that it has entered into an agreement, on a bought deal private placement basis, with a syndicate of underwriters led by National Bank Financial Inc. ("NBF") and including Fraser Mackenzie Limited and Haywood Securities Inc., for an offering of 12,500,000 subscription receipts ("Subscription Receipts") at an issue price of $0.80 per Subscription Receipt for aggregate gross proceeds of approximately $10.0 million (the "Offering"). The net proceeds of the Offering will be used to fund further development at Seagram Lake, to fund other exploration and development prospects, and for general corporate purposes.

Annapolis Investment Limited Partnership V and Annapolis Investment (US) Limited Partnership V (collectively, "Annapolis") have agreed to subscribe for 10,000,000 Subscription Receipts pursuant to the Offering. Following the closing of the Offering, and subject to the approval of the TSX Venture Exchange (the "TSXV"), it is expected that Annapolis will appoint a nominee to the Board of Directors of Hawk.

Each Subscription Receipt shall entitle the holder to receive, for no additional consideration or further action on the part of the holder thereof, one Class A share ("Class A Share") of the Corporation, upon the receipt by the Corporation of all necessary approvals in respect of the Offering and the issuance of the Class A Shares underlying the Subscription Receipts, including, but not limited to, approvals required by the TSXV with respect to the Offering and all other necessary shareholder, corporate and regulatory approvals (the "Escrow Release Conditions"). The gross proceeds of the Offering (the "Escrowed Funds") will be held in escrow and will be released to the Corporation upon the satisfaction of the Escrow Release Conditions. In the event that the Escrow Release Conditions are not satisfied at or before 5:00 pm (Calgary time) on July 15, 2011, the Escrowed Funds, together with any accrued interest thereon, shall be returned to the holders of the Subscription Receipts.

Closing of the Offering is expected to occur on or about May 18, 2011 and is subject to customary conditions and regulatory approvals, including approval of the TSXV.

Hawk is an emerging Corporation engaged in the exploration, development and production of conventional crude oil and natural gas in western Canada and is based in Calgary, Alberta. The Class A Shares and Class B Shares of Hawk trade on the TSXV under the trading symbols of HWK.A and HWK.B, respectively.

Cautionary Statements:

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Class A Shares offered have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.

This press release contains forward-looking statements. More particularly, this press release contains forward-looking statements related to: the anticipated closing date of the Offering; the use of proceeds from the Offering; and the appointment of a new member to the Board of Directors of Hawk. Readers are cautioned that the foregoing list of factors should not be construed as exhaustive. Although Hawk 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 Hawk 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, the failure to obtain necessary shareholder and regulatory approvals and risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures).

The forward-looking statements contained in this document are made as of the date hereof and Hawk 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 the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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