RedWater Energy Corp.
TSX VENTURE : RED

RedWater Energy Corp.

August 15, 2012 13:34 ET

RedWater Energy Announces Closing of Non-Brokered Financing

OKOTOKS, ALBERTA--(Marketwire - Aug. 15, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

RedWater Energy Corp. ("RedWater") (TSX VENTURE:RED) is pleased to announce that is has closed a non-brokered private placement (the "Offering") by issuing 2,200,000 "flow-through" common shares at a price of $0.25 per share for aggregate gross proceeds to RedWater of $550,000. Each "flow-through" common share will qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada). All "flow-through" common shares issued pursuant to the Offering are subject to a four-month hold period.

In connection with the Offering, RedWater paid cash commissions equal to 6% of certain gross proceeds of the Offering for a total of $24,300.

Including the issuance of shares detailed in this news release, there will be 34,840,152 common shares of RedWater issued and outstanding. The Offering remains subject to final acceptance by the TSX Venture Exchange.

A director of RedWater participated in the Offering, thereby making the Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Offering was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any common shares issued to or the consideration paid by such person exceeded 25% of RedWater's market capitalization.

The proceeds of the Offering will be used to fund RedWater's ongoing exploration program.

Business of RedWater Energy Corp.

RedWater Energy Corp. is an emerging oil and gas exploration and development company. RedWater is engaged in the acquisition, enhancement and exploration of conventional oil and gas projects in Western Canada with a focus on developing high working interest Viking and Manville light oil opportunities. RedWater's core properties are located in Redwater, Westlock, Fairydell-Bon Accord and Long Coulee areas of Alberta. www.redwaterenergy.com.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although RedWater believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, RedWater disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of RedWater. The securities of RedWater have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Neither 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.

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