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. ("Elkwater" or the "Corporation") (TSX VENTURE:ELW) is
pleased to announce that it has set August 14, 2014 (the "Record Date") as the
record date for the previously announced rights offering (the "Rights Offering")
to the holders of common shares of Elkwater ("Common Shares"). Pursuant to the
Rights Offering, each holder of Common Shares on the Record Date will receive
one transferable right (a "Right") for every Common Shares held. Every four
Rights will entitle the holder 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 (the
"Expiry Date"). There is no additional subscription privilege and no standby
commitment in respect of the Rights Offering. The completion of the Rights
Offering is not subject to Elkwater receiving any minimum amount of
subscriptions from shareholders.


The Rights Offering will be made in each of the provinces of Canada (other than
Quebec), and in such other jurisdictions where Elkwater is eligible to make such
offering (the "Qualifying Jurisdictions"). Details of the Rights Offering are
described in the Rights Offering Circular (as defined as below) to be mailed to
shareholders in connection with the Rights Offering as soon as practicable
following the Record Date.


The Corporation has applied to receive conditional approval from the TSX Venture
Exchange (the "TSXV") for posting and listing the Rights and the Common Shares
issuable thereunder, subject to the Corporation satisfying certain conditions
pursuant to the policies of the TSXV.


Subject to the receipt of approval from the TSXV, the Common Shares are expected
to commence trading on the TSXV on an ex-rights basis at the opening of business
on August 12, 2014. This means that Common Shares purchased on or following
August 12, 2014 will not be entitled to receive Rights under the Rights
Offering. At that time, the Rights are expected to be posted for trading on a
"when issued" basis on the TSXV under the symbol "ELW.RT". Trading of the Rights
is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.


Subscribers in the previously announced non-brokered private placement as
provided for in the reorganization agreement dated June 25, 2014 among the
Corporation and Doug Bailey, Frank Muller, Darrin Drall, Glenn Cartier and Ryan
Heath and which closed on July 9, 2014 (the "Private Placement") have agreed not
to participate in the Rights Offering and will not be entitled to exercise, sell
or convey any Rights issued in respect of Common Shares acquired in the Private
Placement or Common Shares issued on the exercise of warrants acquired in the
Private Placement. Accordingly, a maximum of approximately 4.78 million Common
Shares will be issued pursuant to the Rights Offering for maximum gross
aggregate proceeds of approximately $478,000. Elkwater will use the proceeds of
the Rights Offering for capital expenditures and general corporate purposes.


Pursuant to the requirements under applicable securities legislation, a rights
offering circular of the Corporation dated July 30, 2014 (the "Rights Offering
Circular") has been filed with the securities regulatory authorities in the
Qualifying Jurisdictions. The Rights Offering Circular and related materials
will be delivered to all shareholders of the Corporation as of the Record Date.
Rights certificates will be issued and forwarded by Elkwater only to holders of
Common Share who are resident in one of the Qualifying Jurisdictions.


Registered shareholders wishing to exercise their rights must forward the
completed rights certificates along with the applicable funds to the
subscription agent for the Rights Offering, Alliance Trust Company (the
"Subscription Agent"), by the Expiry Date. Shareholders who own their Common
Shares through an intermediary, such as a bank, trust company, securities dealer
or broker, will receive materials and instructions from their intermediary.


Rights certificates will not be issued and forwarded by Elkwater to holders of
Common Shares not resident in the Qualifying Jurisdictions. Instead, Rights
otherwise issuable to such holders will be issued to and held, as agent, by the
Subscription Agent, which will use its reasonable commercial efforts to sell the
Rights on behalf of all such holders prior to the Expiry Date and then forward
the net proceeds pro rata to such holders.


Completion of the Rights Offering is subject to receiving all necessary
regulatory approvals, including, but not limited to, the TSXV.


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 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
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


Elkwater Resources Ltd.
2000, 840 7th Ave S.W.
Calgary, AB T2P 3G2
403.262.0242

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