BW.H Brookwater Ventures Inc.

Brookwater Ventures Inc. (TSX VENTURE:BW.H) ("Brookwater" or the "Company"), in
anticipation of closing the acquisition (the "Acquisition") of Agua Grande
Exploracao e Producao de Petroleo Ltda, a private limited Brazilian company
("Agua Grande"), as announced on December 21, 2010, is pleased to announce
proposed changes to the Board of Directors and Management.


Upon completion of the transaction with Agua Grande, the Board of Directors and
Management of the Company will be reconstituted as set out below.


Proposed Board:

Stan Bharti (Director) is the President of Forbes & Manhattan Inc. He has over
25 years of business, management and financial experience. Over the last ten
years, Mr. Bharti has been involved in the creation, acquisition, restructuring,
and financing of a large number of resource companies globally. Transactions
have included acquisitions in Europe, Australia, Africa, and North America. Mr.
Bharti holds two Masters of Science degrees in Mining Engineering from Moscow,
Russia and London, England.


Ahmed Said (Director) is a Professional Engineer and his background includes
operational and senior management roles in the oil & gas industry both
domestically and internationally. His recent focus has included corporate
strategy development and host government negotiations. He is currently the
President of the Oil & Gas Group of Forbes & Manhattan Inc., a private merchant
bank and the President & CEO of Vast Exploration Inc. and Longford Energy Inc.
He is also the director of several public and private companies. Mr. Said holds
a Bachelor of Science degree in Engineering from the University of Calgary,
Canada.


Peter Boot (Director) resides in Rio de Janeiro, Brazil and has over 25 years of
international finance experience. He is the founder and currently a partner with
Agrega Assessoria Comercial e Participacoes Ltda, a financial consulting
services company in Brazil. During his career, he has held various positions
with financial institutions, including ING Bank's Country Manager for Paraguay
and Bolivia, and Country Manager and Supervisor Board Member of Netherlands
Caribbean Bank NV in Havana Cuba, where he was responsible for the opening of
the first foreign bank after the revolution of 1959. Mr. Boot holds a BA degree
in Management from Babson College in Massachusetts, USA.


Wagner Freire's (Director and President of Agua Grande) extensive career in the
petroleum industry includes over 30 years experience with Petrobras. At
Petrobras, Mr. Freire held various positions including; Chief-Geophysist when
exploration activity started in the Brazilian continental margin, E&P Managing
Director (and President of its international division, Braspetro) when the first
projects for exploration and production in deep waters started up in Campos
Basin, Brazil, and when the first commercial petroleum discoveries were made in
the Amazonas Region. Mr. Freire is the founder of Starfish Oil & Gas SA, which
was recently acquired by Sonangol, to become Sonangol Starfish Oil & Gas SA. Mr.
Freire was the President of the Brazilian Association of Independent Producers,
from 2006 to 2009, and holds degrees in both Engineering and Petroleum Geology.


Proposed Management:

Shannon Pohl (President) is a Petroleum Geologist with over 18 years of
diversified experience in the upstream oil & gas industry. Shannon has spent
most of his career as an oil and gas prospect generator working various assets
in Canada, England and Brazil. He has been exposed to a diverse portfolio of oil
and gas project types and understands the oil industry full cycle. While with
Cirque Energy, Mr. Pohl began his international exposure working onshore assets
in the East Midlands, England. He also gained valuable knowledge of the
Brazilian oil and gas industry, living in Brazil for 2 years while working
onshore oil prone assets in the Reconcavo and Sergipe Basins. Mr. Pohl received
an Honours Bachelor of Science (Earth Science) Degree from the University of
Manitoba in 1992.


Dan Bruno (VP, Corporate Development) has over 15 years of investment industry
experience. Mr. Bruno began his career with the Ontario Teachers' Pension Plan
Board, and then transitioned to investment banking where most of his career was
with GMP Securities Ltd. as a Director in the Investment Banking group. Mr.
Bruno has also worked as a Managing Director of a US-based investment bank. 


Darren Moulds (CFO) is a Certified Public Accountant (IL) with over 11 years of
petroleum industry financial and tax experience. Previously, Mr. Moulds has held
management positions in various financial capacities including the CFO of Africa
Oil Corp. and the Financial Controller of Upstream Operations of Centurion
Energy International Inc. (Dana Gas). Mr. Moulds holds a Bachelor of Commerce
degree from the University of Saskatchewan and obtained his CPA designation with
PricewaterhouseCoopers LLP.


Sponsorship:

The Company also announces that PI Financial Corp. ("PI Financial"), subject to
completion of satisfactory due diligence, has agreed to act as sponsor to
Brookwater in connection with the acquisition of Agua Grande, in consideration
for which Brookwater will pay PI Financial a sponsorship fee of $30,000 plus
GST. The Company has also granted a right of first refusal ("ROFR") to PI
Financial, which will entitle PI Financial to participate as financial advisor
in respect of a corporate transaction or as agent or underwriter, at a minimum
10% position, in respect of any brokered financing undertaken by the Company
within 4 months from the closing of the Acquisition. 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 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 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.

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