First Goldwater Resources Inc., (the "Issuer") entered into a letter agreement with the shareholders of Mintec International Corporation (“Mintec”), a Barbados International Business Corporation, on the 2^nd day of December 2003, pursuant to which such shareholders agreed to exchange all the issued and outstanding shares of Mintec for 40,000,000 shares in the capital stock of the Issuer. The share exchange is subject to the Issuer completing an equity issue to raise a minimum of $10 million at not less than $1 per share. The share exchange will result in a change of control of the Issuer (the “RTO”).

 The Issuer has historically been involved in the mining and oil and gas industries and upon completion of the Reverse takeover of the Issuer, the then “Resulting Issuer” will be involved in the mining industry and will be focused on the ongoing development of the Boleo Property, Mexico. As of December 31, 2002, the consolidated draft unaudited financial statements (which are currently subject to an audit) of Mintec indicate it has share capitalization of approximately $31.5 million of which approximately $29.3 million has been spent on the Boleo Property.

Mintec is the beneficial shareholder of all the issued and outstanding shares in the capital stock of Minera y Metalurgica del Boleo S.A. de C.V. (“MMB”), a Mexican company involved in mineral exploration and development.  MMB holds a 100% registered and beneficial interest in the Boleo copper-cobalt-zinc mineral deposit (the “Boleo Property”) consisting of certain exploration and exploitation mineral concessions located on the east coast of the Baja California peninsula, some 900 kilometres south of San Diego and near the town of Santa Rosalia B.C.S., Mexico. The Boleo Property was the subject of historic production during the period 1868 to 1972.

The Boleo Property was originally acquired, by staking, in 1992 by a related company to Mintec (Terratech Environmetal Corporation, a Barbados company controlled by the current shareholders of Mintec), after it was released by the Mexican government from the strategic National Mining Reserve. Terratech optioned the property to International Curator Resources Ltd. (“ICR”), a TSE listed company in 1993. In 2001, ownership of the property was reacquired by Terratech acquiring all the issued shares of Mintec from ICR. After reacquiring Mintec in 2001, a complete geological, mining and process review of the Boleo Property was undertaken. Such review included an independent review of the mineable reserves of copper-cobalt and an in-depth review of alternate flowsheets for the processing of ore from the Boleo Property.

Such review resulted in the issuance of a new Pre-feasibility study by Batemen Engineering Pty Limited, of Perth, Western Australia, in February 2002 (the “Bateman Study”). The Bateman Study principally focused on a new and simpler metallurgical flow sheet for the processing of ore from the Boleo Property, The Bateman Study utilized metal prices of copper - $0.80 per pound; cobalt - $8.00 per pound and zinc - $0.45 per pound, based upon an independent marketing study prepared for Mintec. In March 2002, Bateman delivered a “Proposal for the Provision of Services for Boleo Definitive Feasiblity Study Including Scope Definition Phase” (the “Bateman Proposal”).

In addition to the Bateman Study Mintec undertook a preliminary investigation into alternative mining methods, in particular potential underground mining of portions of the geologic resources and an investigation of a possible new geologic basin (the Montado SW Basin) that may be prospective for underground reserves.

While the Issuer and Mintec are currently awaiting final geological reports and independent proposals related to some of these expenditures, it currently anticipates that private placement funds will be utilized as follows:

1. To settle loans payable by Mintec for monies advanced for exploration  and development work conducted on the  Boleo Property in an approximate amount of	$500,000
2. To conduct an independent pilot plant of the metallurgical flow sheet for treatment of ore from the Boleo Property proposed in the Bateman Proposal at an estimated cost of	$3,478,545
3. To test proposed underground mining techniques as recommended  by David Parks, P.Eng.	$2,358,000
4. To conduct a phase 1 drill program to upgrade the underground resource categorization as recommended in the Mehner Report	$1,296,900*
5. To conduct an exploration drill program of the Montado SW Basin recommended in the Mehner Report	$327,000*
6. Working capital	$2,039,555
Total	$10,000,000

* Subject to a revised assessment of working capital after the final costs of the RTO are more clearly defined.

Mintec was incorporated in Barbados in October, 1993 as part of a restructure of the ownership interests in the Boleo Property, Mexico, between Terratech and ICR.  During the period to 1997, Mintec, under the direction of ICR, conducted significant exploration and development of the Boleo Property; culminating in the issuance of a pre-feasibility study by Fluor Daniel Wright in September, 1997 (the “Fluor Study”). The Fluor Study utilized metal prices of copper - $1.00 per pound; cobalt - $12.50 per pound and zinc - $0.65 per pound.

 In January 1999, in order to attempt to meet the requirements of its agreement with Terratech,  ICR delivered a Feasibility Study (utilizing metal prices of copper - $0.80 per pound; cobalt - $6.00 per pound and zinc – $0.48 per pound assuming debt financing or copper - $0.90 per pound; cobalt -$12.50 per pound and zinc - $0.50 per pound, assuming an equity financing)  which Feasibility Study concluded:

" (i) there is no prospect of commercial production being achieved in respect of the Boleo Project until there is a material improvement in the outlook for metal prices; (ii) the Boleo Project cash flows do not meet criteria for bankability under conservative assumptions; and (iii) the Boleo Project is unlikely to be developed until there is a sustainable and material improvement in the outlook for metal prices. As a result, in February of 1999, ICR placed the project on care and maintenance.” 

A dispute arose between Terratech and ICR, as to whether the Feasibility Study delivered was in compliance with the agreement between the parties, which dispute was settled in February 2001 by ICR transferring all the issued shares of Mintec to Terratech; plus any inter-corporate indebtedness due to ICR from Mintec or MMB. Terratech subsequently capitalized any such inter-corporate indebtedness by increasing the share capitalization of Mintec to its current amount.  

ICR in it’s Annual Information Form (the “2000 AIF”) dated July 10, 2000 for the year ended March 31, 2000, reported a global mineral resource estimate by Mintec Inc., of Tucson, Arizona, for the Fluor Study, of 464 million dry tonnes grading 0.70% copper, 0.058% cobalt and 0.71% zinc, based on an arbitrary 1.0% copper-equivalent cut-off grade(*).  Included within this global resource was a diluted mineable reserve in conceptual open pits containing 81.2 million tonnes grading 1.50% copper, 0.086% cobalt and 0.59% zinc, of which 70 million tonnes grading 1.29% copper, 0.089% cobalt and 0.62% zinc.  The AIF noted that the “geological resource estimate and the diluted mineable reserves were preliminary in nature and   not intended to be a definitive statement of the geological resource or mineable reserve.”

Any additional drilling after the date of the above AIF did not detract from the above historical estimate. The Issuer and Mintec have reviewed information in regard to the geological procedures, data verification and quality control in regard to drilling, sampling and assaying procedures and methods of calculation of reserves in regard to the above estimates and believe the information to be reliable. The categorization of Mineable Reserves appears to be in accordance with the CIM Standards on Mineral Resources and Reserves Definitions and guidelines adopted by the CIM Council on August 20, 2000, with the exception that proven and probable reserves may have been added together for scheduling purposes. It is unclear to the Issuer and Mintec whether the “Global mineral resource” estimate is in compliance with the CIM Standards, as it appears the stated global resource may combine measured, indicated and inferred resources.  

In addition, in a report dated November 27, 2003, prepared by David Mehner, P.Geo., a Qualified Person,  entitled an “Underground  Resource Calculation and Review", Boleo District  calculated an underground indicated resource* of 23,626,949 tonnes grading 2.11% copper, 0.09% cobalt and 0.42% zinc. In addition, a further 21,369,480 tonnes of inferred underground resources grading 2.25% copper, 0.10% cobalt and 0.61% zinc have been identified.   * Note: a portion of this underground resource may be included in the above open pit mineable reserve quoted by ICR.

Mehner notes that higher grade core zones exist in both resource categories.  Within the Providencia-Purgatorio region, a core area has been identified with indicated resources of 6,918,208 tonnes grading 2.90% copper, 0.07% cobalt and 0.37% zinc. Further, an inferred resource has been identified measuring 7,578,995 tonnes at 2.73% copper, 0.12% cobalt and 0.58% zinc.

The transaction is an arms-length transaction.  The registered shareholders of Mintec are J. Richard Evans & MacGregor Robertson as Trustees, of Nassau, Bahamas; Barfield Nominees Limited, of St. Peter Port, Guernsey; and ATC Trustees (Cayman) Limited of George Town, Grand Cayman, Cayman Islands, BW1. The registered shareholders of Mintec hold such shares as Trustees for various discretionary trusts, of which William Murray, of Richmond, British Columbia, Michael Northrop, of Riadaah, Saudi Arabia, Robert Mouat, of Nassau, Bahamas, Stephen Holmes, of West Vancouver, British Columbia, and John Greenslade, of West Vancouver, British Columbia, and their respective families, respectively, are the principal potential direct or indirect discretionary beneficiaries of such trusts. None of such potential beneficiaries exercises, directly or indirectly, control or direction over the shares of Mintec, which control is exercised by the respective Trustees.

Canaccord Capital Corporation has agreed to act as Sponsor in regard to the transaction and has been retained as agent to assist in the proposed private placement. Canaccord will be paid a fee of 6% on private placement proceeds plus a warrant to purchase the equivalent of 5% of the shares placed at the offering price for a period of two years. In addition Canaccord will be paid a corporate finance fee for acting as sponsor and for assisting the Issuer to list its shares in the Alternative Investment Market (AIM) of the London Stock Exchange after completion of the RTO.

 Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and disinterested 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 accordance with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of First Goldwater Resources Inc. should be considered highly speculative.

Canaccord Capital Corporation, subject to completion of satisfactory due diligence, has agreed to act as sponsor to First Goldwater Resources Inc. in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

On behalf of the Board of Directors,

“Thomas Pressello”

Thomas Pressello
Director