CALGARY, ALBERTA--(Marketwire - Feb. 16, 2011) -Atikwa Resources Inc. ("Atikwa" or the "Company") (TSX VENTURE:ATK)announced that it is undertaking a private placement to raise up to$1,000,000 (the "Offering"). Atikwa intends to privately place up to15,384,615 Units (each a "Unit") of the Company at a price of
.065 perUnit. Each Unit will consist of one common share of the Company and onecommon share purchase warrant (each a "Warrant"). Each Warrant willentitle the holder to acquire one common share at an exercise price of
.10 for a period of 12 months from closing (the "Expiry Date"). Theterm of the Warrants is subject to an acceleration clause that can betriggered in the event that the common shares of the Company are tradedon the TSX Venture Exchange at a daily volume weighted average price of
.14 or more for 15 trading days out of any 20 consecutive trading daysprior to the Expiry Date. The Warrant will expire on the earlier of theExpiry Date and the date which is 30 calendar days after the Companyprovides notice to the holders of the Warrants that an accelerationevent has occurred, provided that such notice may not be given prior tofour months after the Closing.
In connection with the Offering, the Company may pay anagency fee or sales commission of up to 8% of aggregate gross proceeds.Depending on market conditions, the Company reserves the right to expandthe Offering for additional gross proceeds of up to $500,000.
The offering is subject to certain conditions including, butnot limited to, the receipt of all necessary approvals including theapproval of the TSX Venture Exchange and the securities regulatoryauthorities. All securities issued under the Offering will be subject toa 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 beoffered or sold in the United States or any state or to, for the accountof, U.S. persons absent registration or an applicable exemption fromthe registration requirements. This release does not constitute an offerin the United States.
This news release contains forward-looking statementsrelating to the Company's plans and other aspects of the Company'santicipated future operations, strategies, financial and operatingresults and business opportunities. Forward-looking statements typicallyuse words such as "anticipate", "believe", "project", "expect", "plan","intent" or similar words suggesting future outcomes, statements thatactions, events or conditions "may", "would", "could" or "will" be takenor occur in the future, or consists of statements regarding estimatesof future production, operating costs or other expectations, beliefs,plans, objectives, assumptions or statements about future events orperformance. Statements regarding reserves are also forward-lookingstatements, as they reflect estimates as to the expectation that thedeposits can be economically exploited in the future. Although theCompany believes that the expectations represented in suchforward-looking statements are reasonable, there can be no assurancethat such expectations will prove to be correct. As a consequence,actual results may differ materially from those anticipated in theforward-looking statements and you should not unduly rely onforward-looking statements. The forward-looking statements contained inthis news release are made as the date of this news release and theCompany does not undertake any obligation to update publicly or torevise any of the included forward-looking statements, whether as aresult of new information, future events or otherwise, except as may berequired by applicable securities laws. The term barrels of oilequivalent ("boe") may be misleading, particularly if used in isolation.A conversion ratio for gas of 6 mcf: 1 boe is based on an energyequivalency conversion method primarily applicable at the burner tip anddoes not represent a value equivalency at the wellhead.
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.