Brookwater Ventures Completes Financing
January 28 2011 - 2:24PM
Marketwired
Brookwater Ventures Inc. (TSX VENTURE: BW.H) ("Brookwater") is
pleased to announce that it has closed the non-brokered private
placement previously announced on December 21, 2010, for gross
proceeds of $1,500,000. Under the terms of the private placement,
the Company issued an aggregate of 6,000,000 subscription receipts,
at a price of $0.25 per subscription receipt.
The proceeds of the financing are being held in escrow pending
completion of the acquisition by the Company (the "Acquisition") of
Agua Grande Exploracao e Producao de Petroleo Ltda, a private
limited Brazilian company ("Agua Grande"), as announced on December
21, 2010. If the acquisition is not completed by April 30, 2011,
each subscriber will receive a refund of such subscriber's
aggregate subscription funds.
Upon completion of the Acquisition, each subscription receipt
will automatically convert into one common share of Brookwater for
no additional consideration.
In connection with the financing, the Company has issued 72,500
finder warrants to finders who introduced subscribers for this
financing to the Company. Upon conversion of the subscription
receipts, each finder warrant will be exercisable into one common
share of the Company, at a price of $0.25 per share until January
28, 2012. Upon completion of the Acquisition, the Company will also
pay $5,000 and issue 52,500 common shares as finder's fees in
connection with the financing.
All securities issued in the private placement will be subject
to a hold period expiring on May 29, 2011.
Pursuant to the terms of the Acquisition, Agua Grande has also
completed its debenture financing, raising gross proceeds of
$5,035,000. The debenture financing was originally announced for
$3,500,000, and was subsequently increased due to investor demand.
The debentures will be convertible on closing of the Acquisition,
at a deemed price of $0.25 per share, into an additional 20,140,000
common shares of Brookwater.
The proceeds from both offerings will be used to finance Agua
Grande's exploration program on certain oil & gas exploration
concessions (Block REC-T-166) located in the Reconcavo Basin in
Brazil.
The Acquisition will constitute a Change of Business under the
policies of the Exchange, and will result in the graduation of the
Company from NEX to the TSX Venture Exchange. Completion of the
Acquisition is subject to a number of conditions, including
Exchange acceptance and shareholder approval. The transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
disclosure document to be prepared in connection with the
Acquisition, any information released or received with respect to
the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of Brookwater should be
considered highly speculative. Trading will remain halted pending
further regulatory filings with the Exchange.
On behalf of the Board of Directors of BROOKWATER VENTURES
INC.
Scott Ackerman, President & CEO
This news release may contain forward-looking statements. These
statements are based on current expectations and assumptions that
are subject to risks and uncertainties. Actual results could differ
materially because of factors discussed in the management
discussion and analysis section of our interim and most recent
annual financial statement or other reports and filings with the
TSX Venture Exchange and applicable Canadian securities
regulations. We do not assume any obligation to update any
forward-looking statements.
The Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release. 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.
Contacts: Brookwater Ventures Inc. Scott Ackerman (778) 331-8508
sackerman@emprisecapital.com
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