Brookwater Ventures Signs Definitive Agreement to Acquire Agua Grande
April 29 2011 - 2:33PM
Marketwired
Brookwater Ventures Inc. (TSX VENTURE: BW.H) ("Brookwater" or the
"Company"), is pleased to announce that it has now signed the
Definitive Share Exchange Agreement (the "Agreement") to acquire
100 per cent of the issued and outstanding shares of Agua Grande
Exploracao e Producao de Petroleo Ltda, a private limited Brazilian
company ("Agua Grande"). Pursuant to the Agreement, on closing, the
Company will issue 13,250,000 common shares (the "Consideration
Shares") of the Company to the shareholders of Agua Grande. Upon
closing, an additional 20,140,000 common shares of the Company will
be issued pursuant to the conversion of the Agua Grande convertible
debenture in the amount of $5,035,000.
Agua Grande is a party to a Farm-Out Agreement dated November
25, 2010 with Somoil Internacional de Petroleo Ltda. and Sonangol
Starfish, pursuant to which Agua Grande has the right, subject to
the approval of the Brazilian National Petroleum Agency ("ANP"), to
acquire an undivided 30% interest in an oil & gas exploration
concession (Block REC-T-166) located in the Reconcavo Basin in
Brazil (the "Concession"). It is anticipated that ANP's decision
will be brought forward at an ANP boarding meeting scheduled to be
conducted in the beginning of May 2011.
As part of the planned change of business, the Company has
previously closed the non-brokered private placement announced on
December 21, 2010. The aggregate gross proceeds of $1,500,000 are
being held in escrow pending completion of the acquisition of Agua
Grande. The outstanding subscription receipts currently provide
that if the Acquisition is not completed by April 30, 2011, each
subscriber will receive a full refund of such subscriber's
aggregate subscription funds. The Company is seeking the consent of
its current investors to extend this deadline until May 31, 2011,
in light of the timing of the upcoming ANP meeting.
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 Filing
Statement to be prepared in connection with the transaction with
Agua Grande, any information released or received with respect to
the Change of Business may not be accurate or complete and should
not be relied upon. Trading in securities of Brookwater should be
considered highly speculative. Trading will remain halted pending
further regulatory filings with the Exchange.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction with Agua Grande and has neither approved
nor disapproved the contents of this press release.
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.
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
Brookwater Ventures Inc. (TSXV:BW.H)
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