Brookwater Ventures Acquires Agua Grande and Completes Change of Business
May 26 2011 - 6:11PM
Marketwired
Brookwater Ventures Inc. (TSX VENTURE: BW.H) ("Brookwater" or the
"Company") is pleased to announce that it has completed the
acquisition (the "Acquisition") of Agua Grande Exploracao e
Producao de Petroleo Ltda, a private limited Brazilian company
("Agua Grande"). In consideration of the Acquisition, the Company
issued a total of 13,250,000 common shares to the shareholders of
Agua Grande. The common shares issued have a hold period expiring
on September 27, 2011.
The Acquisition constitutes a Change of Business under the
policies of the TSX Venture Exchange (the "Exchange"), and
Brookwater is now classified as an oil and gas issuer.
On closing of the transaction, the subscription receipts issued
in the non-brokered private placement originally announced on
December 21, 2010 have converted into 6,000,000 common shares of
Brookwater and the gross proceeds of $1,500,000 have been released
from escrow. In connection with the financing, the Company issued
72,500 finders' warrants. Each finder warrant is exercisable into
one common share of the Company at a price of 25 cents per share
until January 12, 2012. The Company also paid finders' fees of
$5,000 and issued 52,500 common shares to finders at a deemed price
of $0.25 per common share. The common shares issued have a hold
period expiring on May 29, 2011.
The Company has also issued 20,140,000 common shares at a deemed
price of 25 cents per share, upon conversion of the $5,035,000 Agua
Grande debenture financing that was also announced on December 21,
2010. 10,940,000 of the common shares issued are subject to a hold
period expiring on May 29, 2011.
The proceeds of both financings will be used by the Company to
finance the exploration program on the Company's Block REC-T-166
oil and gas concession, for general working capital purposes, and
to expand its acquisition, exploration and development
activities.
The board of directors of the Company now consists of Stan
Bharti, Ahmed Said, Peter Boot and Wagner Freire. The new
management team comprises Shannon Pohl as President and Chief
Executive Officer, Dan Bruno as Vice President of Corporate
Development, Darren Moulds as Chief Financial Officer, Scott
Ackerman as Corporate Secretary, and Wagner Freire as President of
Agua Grande.
The Company has also granted a total of 5,500,000 stock options
to directors, officers and employees of the Company. The options
have an exercise price of 26 cents and expire in five years.
Pursuant to the terms of an escrow agreement dated April 19,
2011, among the Company, CIBC and certain escrowed securityholders,
a total of 27,950,000 common shares have been placed in escrow,
whereby ten per cent will be released on issuance of the Final
Exchange Bulletin, and the balance of such shares will be released
in equal tranches of fifteen per cent every six months
thereafter.
At the opening of the market on May 30, 2011, the Company's
common shares will transfer from the NEX Board to the TSX Venture
Exchange as a Tier 2 Oil & Gas Issuer and will commence trading
under the trading symbol "BW".
On behalf of the Board of Directors of BROOKWATER VENTURES
INC.
Shannon Pohl, President & CEO
About Brookwater Ventures Inc.
Brookwater Ventures is an emerging Brazilian oil and gas
company. Through its wholly-owned subsidiary, Agua Grande
Exploracao e Producao de Petroleo Ltda., the Company is a party to
a Farm-Out Agreement with Somoil Internacional de Petroleo Ltda.
and Sonangol Starfish Oil & Gas S.A., pursuant to which Agua
Grande acquired an undivided 30% interest in an oil & gas
exploration concession (Block REC-T-166) located in the Reconcavo
Basin, onshore Brazil.
Please refer to the Company's NI 51-101 compliant technical
report on the Block REC-T-166 Concession dated December 31, 2010
entitled "Evaluation of the Interests of Brookwater Ventures Inc.
in the REC-T-166 Block in the Reconcavo Basin Brazil", available on
the SEDAR profile of the Company at www.sedar.com.
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. Shannon Pohl (403) 441-1156
spohl@forbesenergygroup.com
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