Brookwater Announces Shares for Debt Settlement

TORONTO, ONTARIO--(Marketwired - Nov. 7, 2014) - Brookwater Ventures Inc. (TSX VENTURE:BW) has entered into settlement agreements (the "Settlement Agreements") with various creditors of the company whereby Brookwater would issue common shares of the company at a deemed price of between $0.10 and $0.212 per common share in full and final settlement of the amounts owing to such creditors (the "Shares for Debt Settlement"). Pursuant to the Settlement Agreements, $2,507,638.03 would be settled and a total of 20,609,840 common Shares would be issued to the creditors, which would represent 76% of the issued and outstanding common shares of Brookwater following the completion of the Shares for Debt Settlement.

The board and management of Brookwater believe that the proposed Shares for Debt Settlement is in the best interests of Brookwater because the creditors have agreed to settle the debts owed to them for common shares at a price per share of between $0.10 and $0.212, a significant premium to the closing market price of the company's common shares on the TSX Venture Exchange on November 7, 2014.

The completion of the Shares for Debt Settlement is subject to disinterested shareholder approval at the upcoming annual general and special meeting of Brookwater, scheduled to be held on December 4, 2014, and acceptance by the TSX Venture Exchange.

Ahmed Said, the President and Chief Executive Officer and a director of Brookwater, Peter Boot, a director of Brookwater and Neil Said, Corporate Secretary of Brookwater are parties to the Shares for Debt Settlement and, therefore, Brookwater and such parties are non-arm's length parties under the policies of the TSX Venture Exchange. The Shares for Debt Settlement with such parties also constitutes a "related party transaction" for Brookwater under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as these parties would receive common shares of Brookwater pursuant to the Shares for Debt Settlement. The total liability proposed to be settled with the internal parties pursuant the Shares for Debt settlement is $366,389.74. The Shares for Debt Settlement would also settle the full loan outstanding to a third party lender in the amount of $1,140,748.50 and will create a new Control Person holding more than 20% of the issued and outstanding shares of the company.

About Brookwater:

Brookwater Ventures Inc. is a Canadian oil and gas exploration company.

Forward-looking information

This news release contains forward-looking information relating to the Company's growth and corporate strategy, and other statements that are not historical facts. Forward-looking information relates to management's future outlook and anticipated events or results, and may include statements or information regarding the Shares for Debt Settlement; and the future plans or prospects of the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward‐looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.

Forward looking-information is subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what is currently expected. These factors include risks and uncertainties associated with oil and gas exploration, development, exploitation, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, reliance on key personnel, regulatory risks and delays and other risks and uncertainties discussed in the management discussion and analysis section of the Company's interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‐looking information.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

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