Resilient Announces $2 Million Equity Private Placement, Offer to Exchange Debt for Equity and Operational Update

CALGARY, Aug. 17 /CNW/ - Resilient Resources Ltd. ("Resilient" or the
"Company") (TSX:RRL) has entered into a brokered private placement financing
agreement with Wolverton Securities Ltd. to issue up to 3,076,923 Units at a
price of $0.65 per Unit for gross proceeds of up to $2,000,000 on a
"commercially reasonable efforts" basis (the "Offering"). Each Unit will
consist of one common share and one-half of one non-transferable common share
purchase warrant. Each whole warrant entitles the holder thereof to acquire
one common share for a period of 24 months at a price of $0.75 per common
share for the first 6 months and $0.90 per common share for the remaining
18 months. The Offering is expected to close on or about August 30, 2005.
The net proceeds received from the Offering will be used by Resilient to
finance its exploration and development program on the Blackfeet Indian
Reserve in northern Montana. The completion of the Offering is subject to,
among other things, approval of the Toronto Stock Exchange.
Resilient is currently finalizing regulatory approvals to drill two    
1,200 metre test wells on its 100,000 acre property on the Blackfeet Indian
Reserve in northern Montana. These wells offer multiple zone opportunities for
both oil and gas. The Company is also finalizing approvals to proceed with the
shooting of a 4-mile 2D seismic line over one location during the month of
August to enhance the detailed evaluation of well control and geological
assessments completed to date. The initial well is expected to spud on or
before September 1, 2005, subject to the timely receipt of all required
approvals.
In addition, the Company has made an offer to the holders of its
outstanding convertible debentures in the aggregate principal amount of   
$4.42 million to exchange their debentures for common shares at a deemed price
of $0.75 per common share ("the Convertible Debenture Exchange"). The
Convertible Debenture Exchange, if completed, will eliminate all of
Resilient's outstanding debt and provide the Company with positive working
capital. The Company currently has 2,900,500 common shares outstanding.
Assuming all outstanding debentures are converted under the Convertible
Debenture Exchange, the Company's outstanding common shares will increase to
approximately 8,794,000 on a non-diluted basis. Accordingly, if gross proceeds
of $2 million are raised under the Offering, the Company's outstanding common
shares will increase to approximately 11,871,000 on a non-diluted basis. The
Convertible Debenture Exchange is also expected to close on or about      
August 30, 2005. The completion of the Convertible Debenture Exchange is
subject to, among other things, approval of the Toronto Stock Exchange.

Located in Calgary, Alberta, Resilient Resources Ltd. is a junior oil and
gas exploration company. Resilient's 100,000 acre block contains several oil
and gas prospects, including Bow Island natural gas, Glauconite channel sands,
Cutbank, Mississippian and Devonian extending south of the Alberta border.
Within a 35 mile radius of Resilient's land position there exists several
major oil and gas pools including the Cutbank Field - (175,000,000 barrels of
cumulative oil production), Reagan Field - (10,000,000 barrels of cumulative
oil production), Moulton Field - (15,000,000 barrels of cumulative oil
production), Big Rock Field - (30 Billion cubic feet of cumulative natural gas
production), and Pondera Field - (30,000,000 barrels of cumulative oil
production). All cumulative oil production figures are derived from publicly
available information.

Forward-Looking Statements Advisory

This news release contains forward-looking statements within the meaning
of applicable securities laws. Forward-looking statements include estimates,
plans, expectations, opinions, forecasts, projections, guidance or other
statements that are not statements of fact. Although Resilient believes that
the expectations reflected in such forward-looking statements are reasonable,
undue reliance should not be placed on them because we can give no assurance
that such expectations will prove to be correct. Factors that could cause
actual results to differ materially from those provided in the forward-looking
statements include, among other things, general economic, business and market
conditions. Resilient's forward-looking statements are expressly qualified in
their entirety by this cautionary statement. We undertake no obligation to
update our forward-looking statements except as required by law.
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