Elkwater Resources Ltd.
TSX VENTURE : ELW

July 10, 2014 08:15 ET

Elkwater Resources Ltd. Announces Closing of Recapitalization and Appointment of New Management Team

CALGARY, ALBERTA--(Marketwired - July 10, 2014) -

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.

Elkwater Resources Ltd. (TSX VENTURE:ELW) ("Elkwater" or the "Corporation") is pleased to announce that it has received the written consent of a majority of its shareholders to: (i) its previously announced non-brokered private placement of $25 million (the "Private Placement"); and (ii) the appointment of a new management team and board of directors (collectively, the "New Management Team").

Elkwater is also pleased to announce that it has closed the Private Placement (the "Closing"), issuing an aggregate of: (i) 60,000,000 units ("Units") at a price of $0.10 per Unit; and (ii) 190,000,000 common shares of the Corporation ("Common Shares") at a price of $0.10 per Common Share, for aggregate gross proceeds of $25 million to the New Management Team and other individuals identified by the New Management Team. Each Unit is comprised of one Common Share and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.12 until July 9, 2019. The Warrants will vest and become exercisable as to one-third upon the 20-day weighted average trading price of the Common Shares (the "Market Price") equaling or exceeding $0.20, an additional one-third upon the Market Price equaling or exceeding $0.265 and a final one-third upon the Market Price equaling or exceeding $0.335. The Private Placement remains subject to the final approval of the TSX Venture Exchange (the "TSXV").

Elkwater is also pleased to announce that, contemporaneous with the Closing, the previously announced appointment of the New Management Team was completed. The New Management Team is led by Doug Bailey as President and Chief Executive Officer, Neil Burrows, Vice President, Finance and Chief Financial Officer, Frank Muller as Vice President, Exploration, Darrin Drall as Vice President, Engineering, Glenn Cartier as Vice President, Production and Operations and Ryan Heath as Vice President, Land and Business Development. The board of directors of Elkwater now includes Neil Roszell, Kevin Olson, John Ferguson and Patrick R. Ward. Sony Gill is Corporate Secretary. It is anticipated that the shareholders of Elkwater will be asked to approve a change of the Corporation's name to "Striker Exploration Corp." at a future meeting to be held in conjunction with other corporate business.

From December 2012 until May 2014, Neil Burrows was Vice President Finance and Chief Financial Officer of Alston Energy Inc. ("Alston"). Mr. Burrows is a CMA with over 28 years' experience in the oil and gas industry. He has held various accounting and finance positions including, Vice President Finance and Chief Financial Officer of Standard Exploration Ltd., Renegade Oil and Gas Ltd. and Expedition Energy Inc. and prior to that was the divisional controller for Addison Energy Inc. Please refer to the June 25, 2014 press release of the Corporation for a description of the remainder of the New Management Team.

Elkwater confirms that it intends to conduct the previously announced rights offering (the "Rights Offering") by way of a rights offering circular which will be mailed to all shareholders as of the record date for such offering (the "Record Date"). Pursuant to the Rights Offering, each shareholder as of the Record Date will be issued one right ("Right") for each Common Share held on the Record Date, entitling that holder to purchase one Common Share for every four Rights held at a price of $0.10 per Common Share at or before the expiry time of the Rights Offering, following which all outstanding Rights shall terminate and expire. Subscribers of Common Shares, including Common Shares issued as part the Units under the Private Placement, will not be entitled to participate in the Rights Offering with respect to any securities acquired pursuant to the Private Placement. The Rights Offering is subject to applicable regulatory approval, including the TSX Venture Exchange.

About Elkwater

Elkwater is a Calgary, Alberta-based company engaged in the oil and gas exploration and development industry. The Corporation's Common Shares are listed on the TSXV under the trading symbol "ELW".

Forward-Looking and Cautionary Statements

This news release may include forward-looking statements including opinions, assumptions, estimates, and, more particularly, statements concerning the completion of the Private Placement and the Rights Offering and the number of securities issued by way of the Private Placement and the Rights Offering.

When used in this document, the words "will", "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "should", and similar expressions are intended to be among the statements that identify forward-looking statements.

The forward-looking statements are founded on the basis of expectations and assumptions made by Elkwater which include, but are not limited to, the timing of the receipt of the required, regulatory and third party approvals, as well as the satisfaction of other conditions pertaining to the completion of the Private Placement and the Rights Offering.

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.

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.

Except as required by applicable laws, Elkwater does not undertake any obligation to publicly update or revise any forward-looking statements.

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 news release.

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.

Contact Information

  • Elkwater Resources Ltd.
    Doug Bailey
    President and Chief Executive Officer
    (403) 262-0242
    (403) 262-0339 (FAX)

    Elkwater Resources Ltd.
    Neil Burrows
    Vice President, Finance and Chief Financial Officer
    (403) 262-0242
    (403) 262-0339 (FAX)