BW.H Brookwater Ventures Inc.

Brookwater Ventures Inc. (TSX VENTURE:BW.H) ("Brookwater" or the "Company") is
pleased to announce that the TSX Venture Exchange (the "Exchange") has
conditionally approved its change of business transaction (the "Change of
Business") which involves the acquisition of 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"). The Company has filed a
filing statement (the "Filing Statement") on SEDAR which discloses the details
of the Change of Business.


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 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"). The Farm-Out Agreement was approved by the Brazilian
National Petroleum Agency ("ANP") at an ANP boarding meeting held last week.


Pursuant to regulatory requirements, the Company has also filed a Technical
Report titled "Evaluation of the Interests of Brookwater Ventures Inc. in the
REC-T-166 Block in the Reconcavo Basin Brazil", prepared in accordance with
National Instrument 51-101 (Standards of Disclosure for Oil and Gas Activities),
dated December 31, 2010. The technical report was completed by Petrotech
Engineering Ltd. and is available under the Company's profile on SEDAR at
www.sedar.com.


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
Exchange. Completion of the Acquisition is subject to a number of conditions,
and final regulatory approval from the Exchange. The Company has secured the
approval of its shareholders to the Change of Business and is in the process of
filing final documentation with the Exchange. The transaction is now scheduled
to close on May 26, 2011.


Investors are cautioned that, except as disclosed in the Filing Statement, 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 final approval of the Exchange following final regulatory filings.


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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