CALGARY, May 18 /CNW/ -- NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS CALGARY, May 18 /CNW/ - Hawk Exploration Ltd. ("Hawk" or the "Corporation") is pleased to announce that it has completed its previously announced bought deal private placement 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 Offering was conducted by a syndicate of underwriters led by National Bank Financial Inc. ("NBF") and including Fraser Mackenzie Limited and Haywood Securities Inc.  Upon the occurrence of the Escrow Release Conditions (as defined below), 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 Partnership V and Annapolis Investment (US) Limited Partnership V subscribed for 10,000,000 Subscription Receipts pursuant to the Offering. Each Subscription Receipt entitles 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 TSX Venture Exchange (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. The Corporation intends to obtain the necessary approvals required by the TSXV from the shareholders of the Corporation at its upcoming Annual General & Special Meeting of securityholders to be held on June 21, 2011. The Subscription Receipts as well as the Class A Shares issuable upon exercise thereof will be subject to a four month hold period under applicable Canadian securities laws. 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. 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. This press release contains forward-looking statements. More particularly, this press release contains forward-looking statements related to: the use of proceeds from the Offering; release of the Escrowed Funds and issuance of Class A Shares pursuant to the Subscription Receipts. 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. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/May2011/18/c5563.html p /p table valign="top" border="0" tr td bSteve Fitzmaurice/b      /td td bDennis Jamieson /b /td /tr tr td President, CEO and Chairman      /td td Chief Financial Officer /td /tr tr td Tel: (403) 264-0191 Ext 225     /td td Tel: (403) 264-0191 Ext 234 /td /tr tr td Email: a href="mailto:steve@hawkexploration.ca"steve@hawkexploration.ca/a     /td td Email: a href="mailto:dennis@hawkexploration.ca"dennis@hawkexploration.ca/a /td /tr /table p   /p

Copyright