Newton Energy Corporation Announces Entering Into a Farm-In Agreement on Two Deepwater Blocks in The Gambia in West Africa

Newton Energy Corporation (the "Company" or "Newton") (TSX VENTURE:NTN)
announces that it has entered into a farm-in agreement (the "Farm-In Agreement")
with Buried Hill Gambia BV ("Buried Hill"), pursuant to which Buried Hill will
assign a 13.33% equity working interest in certain offshore licences off the
coast of The Gambia (the "Licences") in consideration of Newton paying: (i) an
initial payment of US$2,000,000 to Buried Hill to cover past costs, with a
further payment of US$2,500,000 if the Licences continue into the First
Extension Exploration Period and a final payment of $2,762,500 in the event that
Newton submits a development plan for a discovery on the Licences to the Gambian
authorities; (ii) a carry for Buried Hill of 6.67% of the costs of the first
exploration well on the Licences, capped at 10% of the final approved dry hole
AFE cost; and (iii) a carry for Buried Hill of 6.67% of all non-drilling
obligations and all general, administrative or similar costs associated with the
Licences during the initial exploration period ending December 31, 2013.


The operator of the Licences is African Petroleum Gambia Limited ("African
Petroleum"), a wholly owned subsidiary of African Petroleum, a public oil and
gas company listed on the Australian Stock Exchange focused on offshore West
Africa with current projects off the coast of The Gambia, Senegal, Cote d'Ivoire
and Liberia.


Pursuant to the Farm-In Agreement, Buried Hill will assign the Licences to
Newton following completion of certain conditions precedent, including but not
limited to: (i) Newton completing a financing (the "Financing"); (ii) approval
of the parties to the Joint Operating Agreements (the "JOAs") covering the
Licences; and (iii) receipt of approval from the appropriate authority of the
Government of The Gambia. The transaction is subject to regulatory approval
including the approval of the TSX Venture Exchange Inc. 


The Farm-In Agreement provides that Newton will have until September 30, 2012 to
demonstrate to the satisfaction of Buried Hill that the potential investors in
and lenders to Newton are reasonably likely to provide sufficient funds to
enable Newton to meet its financial obligations under the Farm-In Agreement. The
Farm-In Agreement further provides that Newton will have closed the Financing
and satisfied the remaining conditions precedent within 120 days of the signing
of the Farm-In Agreement. 


In April 2011, after African Petroleum's 2010 farm-in to these Licences,
independent advisors ERC Equipoise Ltd. carried out a Competent Person's Report
for African Petroleum which indicated in excess of 30 significant prospects and
leads on the two blocks, and highlighted two main prospects with highly
significant prospective resource potential. 


Commenting on the Farm-In Agreement, Steve Engwall, Newton's Chief Executive
Officer said "The execution of this agreement is a very significant event in the
broadening of the Company's asset base into a high-materiality exploration
portfolio. We are particularly excited by the range of prospectivity in this
previously undrilled deepwater part of The Gambia and look forward to the 2013
drilling programme." 


Key Points



--  Newton enters into agreement with Buried Hill to acquire a 13.33% equity
    working interest in two off-shore Gambian exploration licenses by paying
    20% of the costs incurred to the end of the initial exploration period,

--  From a 2010 farm-in transaction, African Petroleum is paying 80% of the
    costs incurred to the end of the initial exploration period to earn a
    60% equity working interest, 

--  African Petroleum is the operator of the blocks, which cover a combined
    total area of 2,668 square kilometres, and 

--  Buried Hill will retain a 26.67% equity working interest carried 20% by
    African Petroleum and 6.67% by Newton (as set out above) through the
    initial exploration period.



About Newton 

Newton is an oil and gas company with existing operated licenses in the onshore
East Midlands Oil Province in the United Kingdom. Newton maintains offices in
London, England and Calgary, Alberta.


ADVISORY: 

Except for the historical and present factual information contained herein, the
matters set forth in this news release, including words such as "expects",
"projects", "plans", "anticipates", and similar expressions, are forward-looking
statements that represents management of Newton's internal projections,
expectations or beliefs concerning, among other things, the ability of Newton to
complete the Financing and meet the other conditions precedent of the Farm-In
Agreement. The projections, estimates and beliefs contained in such
forward-looking statements necessarily involve known and unknown risks and
uncertainties, which may cause Newton's actual performance and financial results
in future periods to differ materially from any projections of future
performance or results expressed or implied by such forward-looking statements.
These risks and uncertainties include, among other things, those described in
Newton's filings with the Canadian securities authorities. Accordingly, holders
of Newton's shares and potential investors are cautioned that events or
circumstances could cause results to differ materially from those predicted. A
description of assumptions used to develop such forward-looking information and
a description of risk factors that may cause actual results to differ materially
from forward-looking information can be found in Newton's disclosure documents
on the SEDAR website at www.sedar.com. Newton disclaims any responsibility to
update these forward-looking statements except as required by applicable
securities legislation.