Brookwater Ventures Announces Proposed Changes to Board

   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.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts: Brookwater Ventures Inc. Scott Ackerman President & CEO [phone] [e-mail]