Brookwater Ventures Inc.

January 28, 2011 14:24 ET

Brookwater Ventures Completes Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 28, 2011) - Brookwater Ventures Inc. (TSX VENTURE:BW.H) ("Brookwater") is pleased to announce that it has closed the non-brokered private placement previously announced on December 21, 2010, for gross proceeds of $1,500,000. Under the terms of the private placement, the Company issued an aggregate of 6,000,000 subscription receipts, at a price of $0.25 per subscription receipt.

The proceeds of the financing are being held in escrow pending completion of the acquisition by the Company (the "Acquisition") of Água Grande Exploração e Produção de Petróleo Ltda, a private limited Brazilian company ("Água Grande"), as announced on December 21, 2010. If the acquisition is not completed by April 30, 2011, each subscriber will receive a refund of such subscriber's aggregate subscription funds.

Upon completion of the Acquisition, each subscription receipt will automatically convert into one common share of Brookwater for no additional consideration. 

In connection with the financing, the Company has issued 72,500 finder warrants to finders who introduced subscribers for this financing to the Company. Upon conversion of the subscription receipts, each finder warrant will be exercisable into one common share of the Company, at a price of $0.25 per share until January 28, 2012. Upon completion of the Acquisition, the Company will also pay $5,000 and issue 52,500 common shares as finder's fees in connection with the financing. 

All securities issued in the private placement will be subject to a hold period expiring on May 29, 2011.

Pursuant to the terms of the Acquisition, Água Grande has also completed its debenture financing, raising gross proceeds of $5,035,000. The debenture financing was originally announced for $3,500,000, and was subsequently increased due to investor demand. The debentures will be convertible on closing of the Acquisition, at a deemed price of $0.25 per share, into an additional 20,140,000 common shares of Brookwater.

The proceeds from both offerings will be used to finance Água Grande's exploration program on certain oil & gas exploration concessions (Block REC-T-166) located in the Recôncavo Basin in Brazil.

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.

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 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.

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