Hawker Energy, Inc. (OTCQB:HWKR) (the “Company” or “Hawker”) announces it has signed a Share Purchase Agreement to acquire 100% of the shares of TEG Oil & Gas U.S.A., Inc. (“TEG”) from Sefton Resources, Inc. (“Sefton”). TEG owns the Tapia Canyon and Eureka oil fields in California, as further described below. Closing is expected to occur about January 31, 2015.
Hawker will purchase all of the shares of TEG by issuing 3 million shares of Hawker’s common stock and a five-year warrant to purchase up to an additional 5 million shares of Hawker’s common stock for $0.25 per share. In addition, Hawker and its subsidiary have made a number of advances totaling approximately $1.65 million to TEG beginning April 2014 through the present, pursuant to a secured subordinated note. This amount constitutes additional consideration for the acquisition, as this loan receivable will not be settled prior to the closing of the acquisition of TEG.
Description of Assets Being Acquired
Tapia Canyon Oil Field
The Tapia Canyon Oil Field is located about 40 miles north of Los Angeles, California. The field was discovered in 1957, when the Yule No. 2 well tested at 120 barrels per day of 18-degree API oil. The Tapia Canyon Oil Field commenced production in August 1957. Production is from the Yule Reservoir, which is approximately 1,000’ deep and, on average, greater than 100’ thick over the majority of the oil field.
TEG holds four oil leases covering 280 gross acres within the Tapia Canyon Oil Field. Based on information provided by the seller, proved net recoverable reserves are estimated by Hawker to be 3.5 million barrels of oil.
Eureka Oil Field
The Eureka Oil Field covers an area of approximately 1,600 acres (gross) located about 25 miles west of the Tapia Canyon Oil Field in Ventura County, California. Eureka Oil Field production is very small currently but the property has exploration potential.
Additional Information Concerning The Proposed Acquisition And Related Matters
TEG’s senior lender, Bank of the West (“BOTW”), has consented to Hawker’s acquisition of TEG and has agreed to extend its senior loan until December 31, 2015, provided that several conditions be met including (i) Hawker lend TEG not less than $350,000 within 90 days, and (ii) interest on TEG's obligations to BOTW be increased to 9%, with a monthly pay rate of 5% and the remaining 4% deferred. The current balance owing on TEG’s BOTW loan is $4.0 million. All advances made and to be made by Hawker and its subsidiary to TEG are subordinated in all respects to amounts owing by TEG to BOTW.
Additional important information concerning the proposed acquisition, amendments to the secured subordinated note receivable and a related intercreditor agreement, the BOTW consent and extension, and a proposed amendment to a secured convertible note payable can be found in the Hawker Quarterly Report on Form 10-Q for the three months ended November 30, 2014 filed with the SEC on January 20, 2015.
Closing of the acquisition is subject to several customary conditions, most notably that the transaction must be approved by Sefton’s shareholders.
As a result of a significant decline in oil prices and other factors, the transaction described above amends and replaces the transaction described in our Annual Report on Form 10-K filed November 24, 2014 to acquire an 80% interest in the assets of TEG pursuant to a non-binding letter of intent dated June 18, 2014.
About Hawker Energy
Hawker Energy, Inc. (OTCQB:HWKR) is focused on the acquisition and exploitation of oil properties through redevelopment in Southern California. Its goal is to deliver long-term value to its shareholders through financial discipline, opportunistic acquisition and efficient operation.
Hawker owns the 40 acre DEEP Lease in the Midway Sunset field in California, and claims developmental rights of certain mineral rights of coastal lease PRC 145.1 just offshore from Ventura County, CA in the Rincon Field, and ownership rights to an associated on-shore drilling and production site. These rights are being contested in court. Hawker Energy’s headquarters are located in Redondo Beach, California.
Stock Exchange Information
OTCQB: HWKR
USIP: 42012W107
Safe Harbor Statement
Statements herein concerning the Company's plans, litigation, reserves, resources, growth, acquisition plans (including consummation of the acquisition of TEG described above), anticipated production increases, financings and strategies may include “forward-looking statements” within the context of the federal securities laws. Statements regarding the Company's future events, developments, future performance, litigation, reserves, resources, acquisitions, production increases and financings as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. The Company's actual results may differ materially from those suggested as a result of various factors, including, among other things, failure of Sefton’s shareholders to approve the Company’s acquisition of TEG, which is beyond the Company’s control. Oil and gas acquisition, exploration and development is a capital intensive business, and the Company will require significant amounts of additional capital for steamflood implementation, well work-overs, field maintenance and other operational matters, as well as to consummate future acquisitions. The Company’s ability to obtain additional financing is not certain, particularly in this time of extreme price volatility in the oil industry. The Company will also need to refinance TEG’s BOTW loan during 2015, and the availability of debt or equity financing to accomplish this goal is likewise uncertain, and for similar reasons. Interested parties should refer to the disclosure concerning the operational and business concerns of the Company set forth in the Company's filings with the Securities and Exchange Commission.
