Brookemont Capital Inc.
TSX VENTURE : BKT

August 24, 2009 09:00 ET

Brookemont Announces Entry Into Definitive Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 24, 2009) - Brookemont Capital Inc. (the "Company" or "Brookemont") (TSX VENTURE:BKT) is pleased to announce that it entered into a share exchange agreement today with 0854508 B.C. Ltd. ("BC Co"), a private corporation incorporated pursuant to the laws of British Columbia, and the four shareholders of BC Co (the "Shareholders"). Under the terms of the share exchange agreement, the Company has agreed to purchase all of the issued and outstanding common shares in the capital of BC Co from the Shareholders in consideration for the Company issuing 5,000,000 common shares to the Shareholder). The Company also agreed to issue promissory notes in the aggregate amount of $150,000 to the Shareholders, which promissory notes are due on demand and bear no interest.

Conditions of Closing

The parties have agreed to close the share exchange agreement on or before August 31, 2009, or such other date as the parties may agree to in writing. Completion of the proposed acquisition is subject to certain conditions including completion of each party's satisfactory due diligence review of the other, including the financial condition, business and properties of each and receipt of all necessary regulatory and exchange approvals.

Business of BC Co

BC Co is a private company and is engaged in the business of mineral exploration in Ontario and the Yukon. BC Co is the sole legal and beneficial owner of 96 mineral claims prospective for lithium covering an area of approximately 3,800 acres, located in Northern Ontario and 93 load quartz mineral claims covering an area of approximately 4,836 acres, located in the Yukon Territory.

Finder

Subject to TSX Venture Exchange approval, the Company intends to issue 482,142 common shares to one finder upon the closing of the share exchange agreement in consideration for services provided by the finder with respect to the transaction. The finder is not a Non-Arm's Length Party and such shares will be issued pursuant to an exemption and with a restrictive legend in accordance with applicable securities laws.

On Behalf of the Board of Directors

Brookemont Capital Inc.

Conrad Clemiss, Chief Executive Officer and Director

This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company such as the statement that (i) the parties have agreed to close the share exchange agreement on or before the date specified in this release, and (ii) the Company intends to issue shares to a finder upon the closing of the agreement. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including the inability to obtain exchange approval or inability to close the share exchange agreement for any reason. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice.

Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Brookemont Capital Inc.
    Conrad Clemiss
    Chief Executive Officer and Director
    (604) 646-6906
    (604) 689-1733 (FAX)