| July 14, 2009 Brookemont Announces signed Letter Agreement | |
| Vancouver, B.C.: Brookemont Capital Inc. (the "Company" or "Brookemont") is pleased to announce that it entered into a letter agreement dated July 13, 2009 with a private British Columbia numbered company ("BC Co"). Under the terms of the letter agreement, the Company has agreed to enter into a definitive agreement to purchase all of the issued and outstanding common shares in the capital of BC Co from the shareholders of BC Co (the "Shareholders") in consideration for the Company issuing 5,000,000 common shares to the Shareholders and promissory notes to the Shareholders in the aggregate amount of $150,000. The promissory notes bear no interest, are due on demand, and carry a term of 18 months. The proposed acquisition will be negotiated and carried out by the parties dealing at arm's length to one another. Conditions of Closing The parties have agreed to enter into a definitive agreement on or before July 31, 2009, and have agreed to close the proposed transaction on or before August 31, 2009, or such other date as the parties may agree to in writing. Completion of the proposed acquisition will be subject to certain conditions including: (a) completion of each party's satisfactory due diligence review of the other, including the financial condition, business and properties of each; (b) receipt of all necessary regulatory approvals, including those of the TSX Venture Exchange (the "Exchange"); (c) completion of applicable financial statements of BC Co as required by applicable securities laws; and (d) the closing of the definitive agreement. 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. Finder Subject to Exchange approval, the Company intends to issue the maximum number of common shares as a finder's fee (in accordance with the policies of the Exchange) to the finder upon the closing of the definitive 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 common shares will be issued pursuant to an exemption under applicable securities laws and will subject to a hold period as required by applicable securities laws. Contact Information Tel: (604) 646-6906 Fax:(604) 689-1733 "Conrad Clemiss" Chief Executive Director Brookemont Capital Inc. This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events such as the entry into and the closing of the definitive agreement with BC Co. Such forward-looking information can include 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 willingness of the parties to close the transaction, satisfactory results of the due diligence investigation on the parties to the transaction, current economic conditions and the state of mineral exploration and mineral prices in general. These risks and uncertainties could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forwardlooking information. Due to conditions precedent to closing, and the risk that these conditions precedent will not be satisfied, the Company can offer no assurance that it will close the definitive agreement. 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 expressly qualified in their entirety by this notice. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change. 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. | |
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