Elkwater Resources Ltd.
TSX VENTURE : ELW

November 26, 2014 09:00 ET

Elkwater Resources Ltd. Announces Filing of Final Short Form Prospectus Qualifying Distribution of Common Shares and Warrants

CALGARY, ALBERTA--(Marketwired - Nov. 26, 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") is pleased to announce that it has obtained the final receipt (the "Final Receipt") for the (final) short form prospectus filed in the provinces of Alberta, British Columbia, Saskatchewan, Manitoba and Ontario (the "Qualifying Provinces") qualifying the distribution of 240,000,000 common shares in the capital of the Company (the "Common Shares") and 120,000,000 Common Share purchase warrants ("Warrants", together with the Common Shares, the "Qualified Securities") issuable pursuant to the conversion of the 240,000,000 previously issued subscription receipts of the Company ("Subscription Receipts"). In accordance with the terms of the Subscription Receipts, upon the issuance of the Final Receipt, each holder of a Subscription Receipt received, without payment of additional consideration or further action on the part of the holder, one Common Share and one-half of one Warrant for each Subscription Receipt held.

The Subscription Receipts were issued on a private placement basis pursuant to prospectus exemptions under applicable securities laws in the Qualifying Provinces on October 29, 2014 at an issue price of $0.375 per Subscription Receipt for aggregate gross proceeds of $90.0 million through a syndicate of underwriters co-led by Desjardins Securities Inc. ("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. (the "Offering"). The net proceeds from the Offering were used by the Company to partially fund the acquisition of Exoro Energy Inc. and the acquisition of medium gravity oil producing assets concentrated in the Killam area of east central Alberta (the "Acquisitions"). Each of the Acquisitions was completed on November 20, 2014. For additional information in respect of the Acquisitions, please see the press releases of the Company dated October 15, 2014 and November 20, 2014.

The Company delivered a treasury direction to its transfer agent which authorized and directed the transfer agent to issue the Qualified Securities. In accordance with the terms of the Subscription Receipt Agreement which governs the Subscription Receipts, the Qualified Securities were deemed to be issued at the time of issuance of the Final Receipt. The Qualified Securities will be issued in electronic form in the name of "CDS & Co." and deposited with CDS Clearing and Depository Services Inc. ("CDS"). Registration will be made through the depository services of CDS. No certificates evidencing Qualified Securities will be issued to holders. Holders of Qualified Securities will receive only a customer confirmation from the underwriter or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Qualified Securities is acquired.

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 "may", "will", "should", "expect", "believe", "anticipate" 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, the issuance of the Qualified Securities. 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

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