Atikwa Resources Inc. V.ATK

RE:Concerned Shareholders of Atikwa Resources - Vote

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A FEW THINGS THE CONCERNED SHAREHOLDER GROUP WILL BE GETTING DONE!!

Support Our Effort to Bring Crucial Change to Atikwa

The Concerned Shareholders’ Nominees will take steps to:

 act with honesty and integrity, making decisions that will be in the best interest of

shareholders;

 seek to negotiate a better financing package to replace the Company’s current

unfavourable credit facility;

 arrange to have all of the Company’s wells serviced in order to increase production;

 move the Company’s offices out of their current location ($13,000 per month rent). The

Concerned Shareholders have identified a more modest office facility ($1,500 per month

rent) that will provide telephone switchboard services;

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 cut general and administrative expenses to approximately $30,000 per month from

$125,000 per month by, among other things, (a) reducing the number of people on salary

to the company to better reflect the company’s current level of activities, and

(b) negotiating with Antler River Resources to reduce Atikwa’s responsibilities for

operations, as Antler River Resources already has significant expertise on staff that need

not be duplicated by Atikwa;

 replace Sean Kehoe as CEO of the Company with a CEO who is answerable to the board

of directors and who will be focused on re-structuring the finances of the Company,

addressing the debt issues, maximizing on efficiencies, servicing existing wells and

increasing production;

 engage experts in the oil and gas industry to consult with the Board on the strategic

direction of the Company, including, but not limited to, Dave Sprague, a geologist, and

Mark Winfield, an energy sector specialist, both with over 30 years of experience in the

oil and gas industry;

 negotiate with our joint venture partners and move that partnership forward in a positive

way;

 increase Atikwa’s production on existing wells, take immediate steps to resume payments

to Marquest and fulfill the Company’s obligations, and to take steps to determine why

two wells were staked in the spring of 2012 but were never drilled; This will entail

taking immediate steps to settle any outstanding disputes with Antler River, the joint

venture partner, and the other companies that have commenced legal action against

Atikwa;

 determine the state of our lease agreements and recover Atikwa’s positions wherever

possible;

 review all contracts that have been entered into by the existing Board and determine by

way of priority what actions need to be immediately taken, and what can reasonably be

deferred for later focus; and

 increase production, thus making Atikwa a more attractive target for re*****ble

companies.

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Looking Ahead

The current management team has wasted too much time, made in our view bad decisions and

has not delivered on its promises. Do not give them any more opportunities to make costly

mistakes. Our four independent director nominees are squarely focused on maximizing

shareholder value. We encourage you to vote for the Concerned Shareholders’ Nominees and

look forward to your support.

Regards,

“James A. Garnett”

James A. Garnett

“Steven D. May”

Steven D. May

“John D. Chodzicki”

John D. Chodzicki

“Michael K. Stark”

 

Michael K. Stark

HOW TO CAST YOUR VOTE IN SUPPORT OF THE CONCERNED

SHAREHOLDERS

MAKE YOUR VOICE HEARD BY VOTING YOUR GREEN PROXY

VOTING INSTRUCTIONS

Non-Registered (Beneficial) Shareholders

If your common shares are held in a brokerage account or otherwise through an intermediary,

you are a "beneficial shareholder" and a Voting Instruction Form was mailed to you with this

package. Please refer to the Circular for additional information.

NON-REGISTERED HOLDERS SHOULD CAREFULLY FOLLOW THE

INSTRUCTIONS OF THEIR INTERMEDIARY (AS DEFINED IN THE CIRCULAR),

INCLUDING THOSE REGARDING WHEN AND WHERE THE PROXY (OR ANY

PROXY AUTHORIZATION FORM) IS TO BE DELIVERED.

Registered Shareholders

If your common shares are held in your own name, you are a "registered shareholder" and must

submit your proxy in the postage paid envelope in sufficient time to ensure your votes are

received by the offices of McMillan LLP, Attention: Linda Hogg, Suite 1500 - 1055 West Georgia

Street, PO Box 11117, Vancouver, British Columbia, V6E 4N7, Fax: [phone], Telephone:

604.691.7459, or Email: [e-mail], no later than 10:00 a.m. on August 26, 2013.

TIME IS OF THE ESSENCE – SUBMIT YOUR GREEN PROXY AS SOON AS

POSSIBLE

VOTE YOUR GREEN PROXY BY TELEPHONE OR VIA THE

INTERNET, FAX OR MAIL YOUR PROXY IN ORDER FOR IT TO BE

RECEIVED BY THE DEADLINE

PROXIES MUST BE RECEIVED NO LATER THAN AUGUST 26, 2013, AT

10:00 A.M. (VANCOUVER TIME)

PLEASE ENSURE THAT YOU SIGN AND DATE THE PROXY

QUESTIONS ON VOTING YOUR GREEN PROXY PLEASE CALL:

Steve May at 250.923.5346 or by email at: [e-mail], or

Jim Garnett at 604.536.9125, by email at: [e-mail], or by

fax at: 604.536.8603