Fuselier Holdings, LLC Announces Definitive Agreement With West Hawk Development Corp. to Assume Trade Debt
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Mon, 14 Apr 2008 09:02:33 GMT |
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RICHARDSON, Texas and DENVER, April 14 /PRNewswire/ -- Fuselier Holdings, LLC, Richardson, Texas, announced today that it has entered into a definitive agreement with West Hawk Development Corp. (TSXV: WHD; Frankfurt: H5N) for the assignment and transfer to Fuselier of approximately US$10.6 million in outstanding trade debt, including all debt outstanding on its Figure Four Property in the Piceance Basin.
Dr. Jean R. Fuselier, Sr., President and CEO of Fuselier Holdings, LLC said that Fuselier is "pleased to have entered into a definitive agreement with a Company with this much potential for success. We believe in West Hawk and believe this transaction will assist the Company greatly in its future."
The agreement provides that in exchange for assuming the debt, Fuselier will receive up to US$800,000 in previously issued common shares of West Hawk and a promissory note in the approximate amount of US$9.8 million. Repayment of principal and interest on the note will occur over a 19-month period and will be made in common shares of the Company, subject to the Company's right of cash prepayment in certain circumstances. The agreement is in consideration for shares of common stock to be issued to Fuselier Holdings, LLC, upon shareholder approval, and certain other terms and conditions.
Under the terms of the agreement, the Company has agreed to arrange for the transfer to Fuselier from certain of its directors, officers and management of up to four million previously issued common shares of the Company. In exchange for the unrestricted stock, the Company proposes to issue to such directors, officers and managers, a promissory note convertible into common shares of the Company on terms acceptable to the TSX Venture Exchange.
The first principal payment on the note will be due in August 2008. Payments of both principal and interest in the approximate amount of US$2 million will be made in common shares of the Company at a price per share equal to the greater of the current market price and the average closing price of the Company's shares on the TSX Venture Exchange during the ten trading day period immediately preceding the date of issuance. The Company may prepay all or any part of the note in cash or common shares of the Company, at its option and without penalty, on the earlier of the maturity date and completion of a debt or equity financing pursuant to which the Company raises more than US$5,000,000. The agreement further provides that Fuselier may at no time acquire more than 9.9% of the Company's outstanding shares without the prior approval of the TSX Venture Exchange and the Company's shareholders.
"This transaction is critical to West Hawk's future. As a young start-up company, the retention of cash flow from the project will allow for future growth to continue. Our objective is to grow the Company by issuing additional equity. The deal with Fuselier will not require us to collateralize or encumber any of the Company's assets," said Roger A. Baer, West Hawk's Chief Financial Officer.
"The Company has vigorously pursued all available financing alternatives over the past year. The Board of Directors believes that the Fuselier transaction is the best alternative and allows current shareholders to retain the most value in the project. Once the uncertainty relating to the Company's current financial situation is resolved and the Company is cash flow positive, we believe the Company's market valuation will start to approach its intrinsic value," Mr. Baer said.
The transfer of the debt will allow Fuselier to immediately focus on settling all existing lien claims and actions recently filed by West Hawk's creditors for non-payment of services for work performed on the property. The liens that have been filed by trade creditors against the project represent a default of the Company's drilling and development agreement. Completion of the transaction is subject to, among other matters, the prior approval of the TSX Venture Exchange.
About West Hawk Development Corp.: West Hawk Development Corp. is focused on providing valuable, high-demand energy products from a variety of sources. Assets include the Figure Four natural gas property located in the Piceance Basin, Colorado, being developed under a drilling and development agreement; the Groundhog coal property located in northwest British Columbia; the Tulita coal property located in the Northwest Territories; and the Ellesmere Island, Nunavut Territory coal property.
About Fuselier Holdings, LLC: Fuselier Holdings provides equity financing to publicly traded companies. By tailoring innovative, strategic financial solutions for each client, Fuselier implements an appropriate investment structure which allows the client to focus on its company fundamentals. Fuselier takes a synergistic approach which not only builds an ongoing relationship with their clients, but allows for overall growth and improvement in the company, the community, and the national economy. Visit http://www.fhhelp.com/ for more information.
Contact:
Lisa Price 972/713-9815
lisap@fahelp.com
Fuselier Holdings, LLC
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