Brookwater Ventures Inc.
TSX VENTURE : BW.H

April 29, 2011 14:33 ET

Brookwater Ventures Signs Definitive Agreement to Acquire Agua Grande

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 29, 2011) - 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 Água Grande Exploração e Produção de Petróleo Ltda, a private limited Brazilian company ("Água 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 Água Grande. Upon closing, an additional 20,140,000 common shares of the Company will be issued pursuant to the conversion of the Água Grande convertible debenture in the amount of $5,035,000.

Água Grande is a party to a Farm-Out Agreement dated November 25, 2010 with Somoil Internacional de Petróleo Ltda. and Sonangol Starfish, pursuant to which Água 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 Recôncavo 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 Água 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 Água 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 Água 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.

Contact Information

  • Brookwater Ventures Inc.
    Scott Ackerman
    President & CEO
    (778) 331-8508