EX-99.14 14 h12489bexv99w14.htm MATERIAL CHANGE REPORT DATED 12/10/2003 exv99w14
 

Exhibit 14

MATERIAL CHANGE REPORT
UNDER
SECTION 146(1)OF THE
SECURITIES ACT (ALBERTA)
SECTION 75(2) OF THE
SECURITIES ACT (ONTARIO)
SECTION 85(1) OF THE
SECURITIES ACT (BRITISH COLUMBIA)
SECTION 84(1) OF THE
SECURITIES ACT (SASKATCHEWAN)
SECTION 73 OF THE
SECURITIES ACT (QUEBEC)
SECTION 81(2) OF THE
SECURITIES ACT (NOVA SCOTIA)
SECTION 76(2) OF THE
SECURITIES ACT (NEWFOUNDLAND)
AND SIMILAR PROVISIONS OF OTHER PROVINCIAL LEGISLATION

1.   Reporting Issuer:
 
    The name and address of the reporting issuer is:
 
    Hawker Resources Inc.
Suite 500, 340 – 12th Avenue S.W
Calgary, Alberta T2R 1L5
(the “Corporation”)
 
2.   Date of Material Change:
 
    December 10, 2003.
 
3.   News Release:
 
    A press release disclosing the nature and substance of the material change and attached hereto as Appendix “A” was issued on December 10, 2003.
 
4.   Summary of Material Change:
 
    The Corporation announced that it has entered into a definitive agreement to acquire all of the shares of Pointwest Energy Inc. for an overall purchase price of approximately $88 million inclusive of debt.
 
5.   Full Description of Material Change:
 
    Details of the transaction are provided in the press release dated December 10, 2003, a copy of which is attached hereto as Appendix “A”.
 
6.   Reliance on confidentiality provisions of the Act:
 
    Not applicable.

 


 

7.   Omitted Information:
 
    Not applicable.
 
8.   Senior Officer:
 
    For further information, please contact Mr. Barry R. Herring, Chief Financial Officer at the above mentioned address or at (403) 261-6883.
 
9.   Statement of Senior Officer:
 
    The foregoing accurately discloses the material change referred to in this report.
 
    DATED at Calgary, Alberta, this 10th day of December, 2003.

         
    Hawker Resources Inc.
         
    Per:   “Barry R. Herring”
       
        Barry R. Herring
        Chief Financial Officer

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HAWKER RESOURCES INC. AGREES TO ACQUIRE POINTWEST ENERGY INC.

December 10, 2003

Calgary, Alberta

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 LAW.

Hawker Resources Inc. (“Hawker”) (TSX:HKR) has entered into a definitive agreement to acquire all of the shares of Pointwest Energy Inc. (“Pointwest”) for an overall purchase price of approximately $88 million, inclusive of debt. The directors, officers and certain shareholders of Pointwest holding more than 92% of the shares of Pointwest have agreed to irrevocably accept the offer by Hawker.

Pointwest currently produces approximately 3,600 barrels of oil equivalent per day, weighted 95% toward natural gas, and has 29,400 net acres of undeveloped land. The consolidated company will have initial production of approximately 36.9 MMCFD of natural gas and 180 BPD of crude oil and natural gas liquids.

Funding required to complete the acquisition will be obtained through a combination of equity and debt financing. Hawker has entered into an agreement, on a bought deal basis, with an underwriting syndicate led by Peters & Co. Limited and including Tristone Capital Inc., FirstEnergy Capital Corp., GMP Securities Ltd., and CIBC World Markets Inc. for an offering, by way of a short form prospectus, of 11,200,000 common shares at a price of $4.05 per share for gross proceeds of $45,360,000. It is a condition of the offering that the acquisition close concurrently with closing of the offering, and the financing and acquisition are both expected to close on December 30, 2003. The balance of the funds required to complete the acquisition will be advanced under a credit facility arranged with a Canadian chartered bank.

Hawker President David Tuer noted that “The addition of the Pointwest assets to our own inventory of production and exploration properties offers Hawker the opportunity to grow significantly over the next several years. The acquisition is expected to be strongly accretive to our cash flow and earnings in 2004, moves the Company to a much higher level of production and drilling activity, and substantially increases the proportion of Hawker’s asset base that is operated.”

Hawker is an Alberta-based corporation engaged in the business of exploring for and developing oil and natural gas reserves in western Canada and acquiring oil and natural gas properties. Hawker’s common shares are listed on the Toronto Stock Exchange under the symbol “HKR”.

The common shares have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.

FOR FURTHER INFORMATION PLEASE CONTACT:

Hawker Resources Inc.

     Mr. David A. Tuer, President & CEO
     Tel.: (403) 290-4874

 


 

     Mr. Barry R. Herring, Senior Vice President & CFO
     Tel.: (403) 290-4856

ADVISORY: Certain information regarding the company, including management’s assessment of future plans and operations, may constitute forward-looking statements under applicable securities law and necessarily involve risks associated with oil and gas exploration, production, marketing and transportation such as loss of market, volatility of prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers and ability to access sufficient capital from internal and external sources; as a consequence, actual results may differ materially from those anticipated. The company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those contemplated by the forward-looking statements.

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