Brookwater Ventures Acquires Agua Grande and Completes Change of Business

Brookwater Ventures Inc. (TSX VENTURE:BW.H) ("Brookwater" or the "Company") is
pleased to announce that it has completed the acquisition (the "Acquisition") of
Agua Grande Exploracao e Producao de Petroleo Ltda, a private limited Brazilian
company ("Agua Grande"). In consideration of the Acquisition, the Company issued
a total of 13,250,000 common shares to the shareholders of Agua Grande. The
common shares issued have a hold period expiring on September 27, 2011.


The Acquisition constitutes a Change of Business under the policies of the TSX
Venture Exchange (the "Exchange"), and Brookwater is now classified as an oil
and gas issuer.


On closing of the transaction, the subscription receipts issued in the
non-brokered private placement originally announced on December 21, 2010 have
converted into 6,000,000 common shares of Brookwater and the gross proceeds of
$1,500,000 have been released from escrow. In connection with the financing, the
Company issued 72,500 finders' warrants. Each finder warrant is exercisable into
one common share of the Company at a price of 25 cents per share until January
12, 2012. The Company also paid finders' fees of $5,000 and issued 52,500 common
shares to finders at a deemed price of $0.25 per common share. The common shares
issued have a hold period expiring on May 29, 2011.


The Company has also issued 20,140,000 common shares at a deemed price of 25
cents per share, upon conversion of the $5,035,000 Agua Grande debenture
financing that was also announced on December 21, 2010. 10,940,000 of the common
shares issued are subject to a hold period expiring on May 29, 2011.


The proceeds of both financings will be used by the Company to finance the
exploration program on the Company's Block REC-T-166 oil and gas concession, for
general working capital purposes, and to expand its acquisition, exploration and
development activities.


The board of directors of the Company now consists of Stan Bharti, Ahmed Said,
Peter Boot and Wagner Freire. The new management team comprises Shannon Pohl as
President and Chief Executive Officer, Dan Bruno as Vice President of Corporate
Development, Darren Moulds as Chief Financial Officer, Scott Ackerman as
Corporate Secretary, and Wagner Freire as President of Agua Grande.


The Company has also granted a total of 5,500,000 stock options to directors,
officers and employees of the Company. The options have an exercise price of 26
cents and expire in five years.


Pursuant to the terms of an escrow agreement dated April 19, 2011, among the
Company, CIBC and certain escrowed securityholders, a total of 27,950,000 common
shares have been placed in escrow, whereby ten per cent will be released on
issuance of the Final Exchange Bulletin, and the balance of such shares will be
released in equal tranches of fifteen per cent every six months thereafter.


At the opening of the market on May 30, 2011, the Company's common shares will
transfer from the NEX Board to the TSX Venture Exchange as a Tier 2 Oil & Gas
Issuer and will commence trading under the trading symbol "BW". 


On behalf of the Board of Directors of BROOKWATER VENTURES INC.

Shannon Pohl, President & CEO

About Brookwater Ventures Inc.

Brookwater Ventures is an emerging Brazilian oil and gas company. Through its
wholly-owned subsidiary, Agua Grande Exploracao e Producao de Petroleo Ltda.,
the Company is a party to a Farm-Out Agreement with Somoil Internacional de
Petroleo Ltda. and Sonangol Starfish Oil & Gas S.A., pursuant to which Agua
Grande acquired an undivided 30% interest in an oil & gas exploration concession
(Block REC-T-166) located in the Reconcavo Basin, onshore Brazil.


Please refer to the Company's NI 51-101 compliant technical report on the Block
REC-T-166 Concession dated December 31, 2010 entitled "Evaluation of the
Interests of Brookwater Ventures Inc. in the REC-T-166 Block in the Reconcavo
Basin Brazil", available on the SEDAR profile of the Company at www.sedar.com.


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.