Brookwater Ventures Announces Proposed Changes to Board
March 11 2011 - 10:21AM
Marketwired
Brookwater Ventures Inc. (TSX VENTURE: BW.H) ("Brookwater" or the
"Company"), in anticipation of closing the acquisition (the
"Acquisition") of Agua Grande Exploracao e Producao de Petroleo
Ltda, a private limited Brazilian company ("Agua Grande"), as
announced on December 21, 2010, is pleased to announce proposed
changes to the Board of Directors and Management.
Upon completion of the transaction with Agua Grande, the Board
of Directors and Management of the Company will be reconstituted as
set out below.
Proposed Board:
Stan Bharti (Director) is the President of Forbes &
Manhattan Inc. He has over 25 years of business, management and
financial experience. Over the last ten years, Mr. Bharti has been
involved in the creation, acquisition, restructuring, and financing
of a large number of resource companies globally. Transactions have
included acquisitions in Europe, Australia, Africa, and North
America. Mr. Bharti holds two Masters of Science degrees in Mining
Engineering from Moscow, Russia and London, England.
Ahmed Said (Director) is a Professional Engineer and his
background includes operational and senior management roles in the
oil & gas industry both domestically and internationally. His
recent focus has included corporate strategy development and host
government negotiations. He is currently the President of the Oil
& Gas Group of Forbes & Manhattan Inc., a private merchant
bank and the President & CEO of Vast Exploration Inc. and
Longford Energy Inc. He is also the director of several public and
private companies. Mr. Said holds a Bachelor of Science degree in
Engineering from the University of Calgary, Canada.
Peter Boot (Director) resides in Rio de Janeiro, Brazil and has
over 25 years of international finance experience. He is the
founder and currently a partner with Agrega Assessoria Comercial e
Participacoes Ltda, a financial consulting services company in
Brazil. During his career, he has held various positions with
financial institutions, including ING Bank's Country Manager for
Paraguay and Bolivia, and Country Manager and Supervisor Board
Member of Netherlands Caribbean Bank NV in Havana Cuba, where he
was responsible for the opening of the first foreign bank after the
revolution of 1959. Mr. Boot holds a BA degree in Management from
Babson College in Massachusetts, USA.
Wagner Freire's (Director and President of Agua Grande)
extensive career in the petroleum industry includes over 30 years
experience with Petrobras. At Petrobras, Mr. Freire held various
positions including; Chief-Geophysist when exploration activity
started in the Brazilian continental margin, E&P Managing
Director (and President of its international division, Braspetro)
when the first projects for exploration and production in deep
waters started up in Campos Basin, Brazil, and when the first
commercial petroleum discoveries were made in the Amazonas Region.
Mr. Freire is the founder of Starfish Oil & Gas SA, which was
recently acquired by Sonangol, to become Sonangol Starfish Oil
& Gas SA. Mr. Freire was the President of the Brazilian
Association of Independent Producers, from 2006 to 2009, and holds
degrees in both Engineering and Petroleum Geology.
Proposed Management:
Shannon Pohl (President) is a Petroleum Geologist with over 18
years of diversified experience in the upstream oil & gas
industry. Shannon has spent most of his career as an oil and gas
prospect generator working various assets in Canada, England and
Brazil. He has been exposed to a diverse portfolio of oil and gas
project types and understands the oil industry full cycle. While
with Cirque Energy, Mr. Pohl began his international exposure
working onshore assets in the East Midlands, England. He also
gained valuable knowledge of the Brazilian oil and gas industry,
living in Brazil for 2 years while working onshore oil prone assets
in the Reconcavo and Sergipe Basins. Mr. Pohl received an Honours
Bachelor of Science (Earth Science) Degree from the University of
Manitoba in 1992.
Dan Bruno (VP, Corporate Development) has over 15 years of
investment industry experience. Mr. Bruno began his career with the
Ontario Teachers' Pension Plan Board, and then transitioned to
investment banking where most of his career was with GMP Securities
Ltd. as a Director in the Investment Banking group. Mr. Bruno has
also worked as a Managing Director of a US-based investment
bank.
Darren Moulds (CFO) is a Certified Public Accountant (IL) with
over 11 years of petroleum industry financial and tax experience.
Previously, Mr. Moulds has held management positions in various
financial capacities including the CFO of Africa Oil Corp. and the
Financial Controller of Upstream Operations of Centurion Energy
International Inc. (Dana Gas). Mr. Moulds holds a Bachelor of
Commerce degree from the University of Saskatchewan and obtained
his CPA designation with PricewaterhouseCoopers LLP.
Sponsorship:
The Company also announces that PI Financial Corp. ("PI
Financial"), subject to completion of satisfactory due diligence,
has agreed to act as sponsor to Brookwater in connection with the
acquisition of Agua Grande, in consideration for which Brookwater
will pay PI Financial a sponsorship fee of $30,000 plus GST. The
Company has also granted a right of first refusal ("ROFR") to PI
Financial, which will entitle PI Financial to participate as
financial advisor in respect of a corporate transaction or as agent
or underwriter, at a minimum 10% position, in respect of any
brokered financing undertaken by the Company within 4 months from
the closing of the Acquisition. An agreement to sponsor should not
be construed as any assurance with respect to the merits of the
transaction or the likelihood of completion.
The Acquisition will constitute a Change of Business under the
policies of the TSX Venture Exchange (the "Exchange"), and will
result in the graduation of the Company from NEX to the 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 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 release.
Contacts: Brookwater Ventures Inc. Scott Ackerman President
& CEO (778) 331-8508 sackerman@emprisecapital.com
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