Elkwater Resources Ltd.
TSX VENTURE : ELW

August 28, 2014 18:49 ET

Elkwater Resources Ltd. Announces Second Quarter Financial and Operating Results

CALGARY, ALBERTA--(Marketwired - Aug. 28, 2014) - Elkwater Resources Ltd. (TSX VENTURE:ELW) ("Elkwater" or the "Corporation") has filed on SEDAR its unaudited condensed interim financial statements and related management's discussion and analysis ("MD&A") for the three and six months ended June 30, 2014. The financial statements and MD&A will be available for review on SEDAR at www.sedar.com.

On July 9, 2014, the Corporation completed a non-brokered private placement for aggregate gross proceeds of $25.0 million and appointed a new management team and board of directors (the "Recapitalization Transaction").

On July 31, 2014, the Corporation provided details with respect to a rights offering ("Rights Offering") to the holders of common shares of the Corporation ("Common Shares"). Pursuant to the Rights Offering, each holder of Common Shares on August 14, 2014 (other than those holders of Common Shares that subscribed for Common Shares pursuant to the Recapitalization Transaction) received one transferable right (a "Right") for every Common Share held. Every four Rights will entitle the holder thereof to purchase one Common Share at a price of $0.10 until the Rights expire at 4:00 p.m. (Calgary time) on September 30, 2014. Details of the Rights Offering are described in the Rights Offering circular available on SEDAR.

Following the completion of the Recapitalization Transaction and assuming the exercise of 19.1 million Rights issued in connection with the Rights Offering, and the 60.0 million warrants issued in connection with the Recapitalization Transaction, Elkwater will have approximately 333.9 million Common Shares outstanding on a fully-diluted basis.

About Elkwater

Elkwater is a publically traded Calgary, Alberta based company engaged in the oil and gas exploration and development industry. The Common Shares are listed on the TSX Venture Exchange 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 Rights Offering and the number of securities issued by way of 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 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.

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.

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