BW.H Brookwater Ventures Inc.

Brookwater Ventures Inc. (TSX VENTURE:BW.H) ("Brookwater") is pleased to
announce that it has entered into a Letter of Intent dated December 6, 2010 to
acquire (the "Acquisition") all of the outstanding share capital of Agua Grande
Exploracao e Producao de Petroleo Ltda, a private limited Brazilian company
("Agua Grande"), through the issuance of an aggregate of 13,250,000 common
shares of Brookwater. Mr. Wagner Freire, the President of Agua Grande will
remain as President of the Brazilian subsidiary. Mr. Freire is a former E&P
Managing Director of Petrobras and President of BRASPETRO, International
Division of Petrobras, and a founder of Starfish Oil & Gas S.A., recently
acquired by Sonangol, to become Sonangol Starfish Oil & Gas S.A. ("Sonangol
Starfish"). Mr. Freire and the Agua Grande technical team will strive to expand
the Brazilian property portfolio through their wide reaching network in the
Brazilian industry.


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, subject to the approval of the Brazilian National
Petroleum Agency ("ANP"), to acquire an undivided 30% interest in certain oil &
gas exploration concessions (Block REC-T-166) located in the Reconcavo Basin in
Brazil (the "Concessions").


As one of the conditions to the completion of the Acquisition, Brookwater
intends to complete a non-brokered private placement (the "Offering") in the
aggregate amount of $1,500,000. Brookwater will be offering 6,000,000
subscription receipts at a price of $0.25 per subscription receipt, each
convertible into one common share of Brookwater upon completion of the
Acquisition. The Offering proceeds will be held in escrow until the Acquisition
is completed. If the Acquisition is not completed by April 30, 2011, the
Offering proceeds will be returned to subscribers. Pursuant to the Letter of
Intent, Agua Grande will also complete a debenture financing in the principal
amount of $3,500,000, which will be convertible on closing of the Acquisition,
at a deemed price of $0.25 per share, into an additional 14,000,000 common
shares of Brookwater.


The concession for Block REC-T-166, which covers an area of 30 km2, was awarded
to Sonangol Starfish by ANP in 2007 as part of the bid-round process, and the
relevant contract was signed on March 12, 2008. During the contract period
(which expires on March 12, 2012), Sonangol Starfish is required to complete an
exploration program consisting basically of seismic surveys and commence the
drilling of an exploratory well.


Block REC-T-166 is well situated in the highly productive Reconcavo Basin (see
Figure 1 below) which has been producing oil and gas since the late thirties and
continues to produce 45,000 b/d of oil and 66,000 boe/d of gas. The recent
discovery of the Jandaia field, containing 16 million barrels of 42 degrees API
oil confirms the discovery potential of the basin. Block REC-T-166 occurs
immediately west of the large Agua Grande field, which contained 675 million
barrels of oil at discovery in 1952 and continues to produce 3,000 b/d. Figure 2
below shows the location of the major fields in the basin which are surrounding
the REC-T-166 Block.


Sonangol Starfish reprocessed and reinterpreted the 2D seismic data available
and completed a 3D seismic survey in order to define the potential of Block
REC-T-166. Several prospects were defined. 


The Agua Grande E&P staff have independently completed a detailed review and
identified several additional prospects which will be evaluated by the Joint
Venture. Prospects and leads are related to pre-rift system, rift-Candeias
system, rift-Ilhas system and fractured shales of Gomo Mb. of Candeias Fm.
Sonangol Starfish staff had previously defined the Macauba prospect, related to
the Agua Grande - Sergi pre-rift system and approved the drilling of 1-MAC-1-BA
wildcat. Figure 3 illustrates the various producing structures in the basin and
Figure 4 is a seismic section of the 1-MAC-1-BA prospect.


To view Figures 1 - 4 accompanying this press release, please click on the
following link: http://media3.marketwire.com/docs/bw1221.pdf


In addition to the Macauba prospect, Sonangol Starfish and Agua Grande E&P have
identified other prospects, in different structural settings, that will be
considered for drilling by the Joint Venture.


In order to acquire its interest in the Concessions under the Farm-Out
Agreement, Agua Grande must (i) pay 50% of the costs and expenses incurred in
relation to the drilling, logging, testing and completion or plugging and
abandonment of one exploration well and thereafter pay its share of costs
incurred in connection therewith; and (ii) in case of a commercial discovery,
pay its share of the total agreed costs and expenses incurred prior to the
execution of the Farm-Out Agreement.


Agua Grande has commissioned a NI 51-101 report on the Concessions, which is
expected to be completed and filed with the TSX Venture Exchange (the
"Exchange") for review in connection with the proposed transaction. Further
information on the Concessions and future exploration programs will be announced
once the NI 51-101 report has received regulatory approval and has been filed on
SEDAR.


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 TSX
Venture 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. 


The securities of Brookwater to be issued in the financing will be subject to a
four month hold period. The securities of Brookwater to be issued on the
Acquisition will be subject to a four month hold period, in addition to the
escrow requirements of the Exchange. The parties to the proposed transaction are
at arm's length.


ON BEHALF OF THE BOARD OF DIRECTORS OF BROOKWATER VENTURES INC.

Scott Ackerman, President & CEO

Information in this press release expressed in barrels of oil equivalent (boes)
is derived by converting natural gas to oil in the ratio of six thousand cubic
feet (mcf) of natural gas to one barrel (bbl) of oil. Boe may be misleading,
particularly if used in isolation. A boe conversion ratio of 5.7 mcf: 1 bbl is
based on an energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the wellhead.


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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