Brookwater Ventures Receives Conditional Approval for Change of Business and Files Filing Statement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 24, 2011) - 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 Água Grande Exploração e Produção de Petróleo Ltda, a private limited Brazilian company ("Água Grande"). The Company has filed a filing statement (the "Filing Statement") on SEDAR which discloses the details of the Change of Business.

Água Grande is a party to a Farm-Out Agreement dated November 25, 2010 with Somoil Internacional de Petróleo Ltda. and Sonangol Starfish, pursuant to which Água Grande has the right to acquire an undivided 30% interest in an oil & gas exploration concession (Block REC-T-166) located in the Recôncavo 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 Recôncavo 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 Água 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.