Elkwater Resources Ltd.
TSX VENTURE : ELW

November 13, 2014 09:35 ET

Elkwater Resources Ltd. Announces Closing of Flow-Through Financing

CALGARY, ALBERTA--(Marketwired - Nov. 13, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

Elkwater Resources Ltd. (TSX VENTURE:ELW) ("Elkwater" or the "Company") (to be renamed "Striker Exploration Corp.") is pleased to announce that the Company has closed its previously announced offering of flow-through shares for aggregate gross proceeds of $10,000,500 (the "Flow-Through Financing"). As a result of the completion of the Flow-Through Financing and the completion of the subscription receipt offering of the Company which closed on October 29, 2014, the Company has raised aggregate gross proceeds of approximately $100 million.

The Company, through a syndicate of underwriters co-led by Desjardins Capital Markets ("Desjardins"), TD Securities Inc. (together with Desjardins, the "Joint Bookrunners") and FirstEnergy Capital Corp. (together with the Joint Bookrunners, the "Co-Lead Underwriters"), and including Dundee Securities Ltd., Clarus Securities Inc., National Bank Financial Inc., Canaccord Genuity Corp., Cormark Securities Inc., GMP Securities L.P. and Scotia Capital Inc. (together with the Co-Lead Underwriters, the "Underwriters"), issued, on a private placement basis, 11,112,000 common shares of the Company ("Common Shares") on a "flow-through" basis pursuant to the Income Tax Act (Canada) (the "Tax Act") (the "CEE Flow-Through Shares") at an issue price of $0.45 per CEE Flow-Through Share for aggregate gross proceeds of $5,000,400 (the "CEE Offering").

In addition, the Company issued, on a non-brokered private placement basis, 11,905,000 Common Shares on a "flow-through" basis pursuant to the Tax Act (the "CDE Flow-Through Shares") at an issue price of $0.42 per CDE Flow-Through Share for aggregate gross proceeds of $5,000,100 (the "CDE Offering").

The gross proceeds from the CEE Offering and the CDE Offering will be used to incur and renounce Canadian exploration expenses and Canadian development expenses, respectively, pursuant to the Tax Act.

The Flow-Through Financing is subject to final approval of the TSX Venture Exchange.

About Elkwater

Elkwater is a publicly traded Calgary, Alberta-based company engaged in the oil and gas exploration and development industry. Elkwater shares are listed on the TSX Venture Exchange under the trading symbol "ELW".

Forward-Looking and Cautionary Statements

Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "will" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, changing the name of the Company to "Striker Exploration Corp." and the renunciation of expenses under the Tax Act. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Forward-looking statements are subject to a wide range of risks and uncertainties, and although Elkwater believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized.

Although the Company believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.

Any number of important factors could cause actual results to differ materially from those in the forward -looking statements including, but not limited to, regulatory and third party approvals not being obtained in the manner or timing anticipated, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in general market conditions and other factors more fully described from time to time in the reports and filings made by Elkwater with securities regulatory authorities.

Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking information. The forward-looking information contained in this press release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward looking information contained in this press release is expressly qualified by this cautionary statement.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been 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 may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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.

Contact Information

  • Elkwater Resources Ltd.
    Doug Bailey
    President and Chief Executive Officer
    403-262-0242

    Neil Burrows
    Vice President, Finance and Chief Financial Officer
    403-262-0242

    Elkwater Resources Ltd.
    Suite 1250, 645 - 7th Avenue S.W.
    Calgary, Alberta T2P 4G8