Brookwater Ventures Completes Financing

Brookwater Ventures Inc. (TSX VENTURE:BW.H) ("Brookwater") is pleased to
announce that it has closed the non-brokered private placement previously
announced on December 21, 2010, for gross proceeds of $1,500,000. Under the
terms of the private placement, the Company issued an aggregate of 6,000,000
subscription receipts, at a price of $0.25 per subscription receipt.


The proceeds of the financing are being held in escrow pending completion of the
acquisition by the Company (the "Acquisition") of Agua Grande Exploracao e
Producao de Petroleo Ltda, a private limited Brazilian company ("Agua Grande"),
as announced on December 21, 2010. If the acquisition is not completed by April
30, 2011, each subscriber will receive a refund of such subscriber's aggregate
subscription funds.


Upon completion of the Acquisition, each subscription receipt will automatically
convert into one common share of Brookwater for no additional consideration. 


In connection with the financing, the Company has issued 72,500 finder warrants
to finders who introduced subscribers for this financing to the Company. Upon
conversion of the subscription receipts, each finder warrant will be exercisable
into one common share of the Company, at a price of $0.25 per share until
January 28, 2012. Upon completion of the Acquisition, the Company will also pay
$5,000 and issue 52,500 common shares as finder's fees in connection with the
financing. 


All securities issued in the private placement will be subject to a hold period
expiring on May 29, 2011.


Pursuant to the terms of the Acquisition, Agua Grande has also completed its
debenture financing, raising gross proceeds of $5,035,000. The debenture
financing was originally announced for $3,500,000, and was subsequently
increased due to investor demand. The debentures will be convertible on closing
of the Acquisition, at a deemed price of $0.25 per share, into an additional
20,140,000 common shares of Brookwater.


The proceeds from both offerings will be used to finance Agua Grande's
exploration program on certain oil & gas exploration concessions (Block
REC-T-166) located in the Reconcavo Basin in Brazil.


The Acquisition will constitute a Change of Business under the policies of the
Exchange, and will result in the graduation of the Company from NEX to the TSX
Venture 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 disclosure document to
be prepared in connection with the Acquisition, any information released or
received with respect to the transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of Brookwater should be
considered highly speculative. Trading will remain halted pending further
regulatory filings with the Exchange. 


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.

Brookwater Ventures Inc. (TSXV:BW.H)
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