BW.H Brookwater Ventures Inc.

Brookwater Ventures Inc. (TSX VENTURE:BW.H) ("Brookwater" or the "Company"), is
pleased to announce that it has now signed the Definitive Share Exchange
Agreement (the "Agreement") to acquire 100 per cent of the issued and
outstanding shares of Agua Grande Exploracao e Producao de Petroleo Ltda, a
private limited Brazilian company ("Agua Grande"). Pursuant to the Agreement, on
closing, the Company will issue 13,250,000 common shares (the "Consideration
Shares") of the Company to the shareholders of Agua Grande. Upon closing, an
additional 20,140,000 common shares of the Company will be issued pursuant to
the conversion of the Agua Grande convertible debenture in the amount of
$5,035,000.


Agua Grande is a party to a Farm-Out Agreement dated November 25, 2010 with
Somoil Internacional de Petroleo Ltda. and Sonangol Starfish, pursuant to which
Agua Grande has the right, subject to the approval of the Brazilian National
Petroleum Agency ("ANP"), to acquire an undivided 30% interest in an oil & gas
exploration concession (Block REC-T-166) located in the Reconcavo Basin in
Brazil (the "Concession"). It is anticipated that ANP's decision will be brought
forward at an ANP boarding meeting scheduled to be conducted in the beginning of
May 2011.


As part of the planned change of business, the Company has previously closed the
non-brokered private placement announced on December 21, 2010. The aggregate
gross proceeds of $1,500,000 are being held in escrow pending completion of the
acquisition of Agua Grande. The outstanding subscription receipts currently
provide that if the Acquisition is not completed by April 30, 2011, each
subscriber will receive a full refund of such subscriber's aggregate
subscription funds. The Company is seeking the consent of its current investors
to extend this deadline until May 31, 2011, in light of the timing of the
upcoming ANP meeting.


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 Filing Statement to be
prepared in connection with the transaction with Agua Grande, any information
released or received with respect to the Change of Business may not be accurate
or complete and should not be relied upon. Trading in securities of Brookwater
should be considered highly speculative. Trading will remain halted pending
further regulatory filings with the Exchange.


The TSX Venture Exchange has in no way passed upon the merits of the proposed
transaction with Agua Grande and has neither approved nor disapproved the
contents of this press release. 


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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