BW

Brookwater Ventures Inc. ("Brookwater or the "Company) (TSX VENTURE:BW)
announces that it has entered into a promissory note (the "Promissory Note")
with a third party lender (the "Note Holder"), pursuant to which the Note Holder
has agreed to lend to the Company US$850,000. The Company intends to use the
proceeds of the Promissory Note for general working capital purposes.


The principal under the Promissory Note will incur an interest rate of 12% per
year and the Promissory Note shall mature on July 19, 2013 (the "Maturity
Date"). The Promissory Note is secured against all of the assets of the Company
and ranks senior in priority and preference to any other indebtedness or other
encumbrance of the Company. 


About Brookwater:

Brookwater Ventures Inc. is a Canadian independent oil exploration company
focused on growing its asset base primarily in Brazil. The Company believes that
a tremendous opportunity exists in Brazil, where only approximately 6% of the
sedimentary basins have been titled for exploration and development. The country
remains underexploited and the Company believes that to capitalize on these
opportunities requires investing in and leveraging a domestic team with basin
knowledge, technical expertise and a network of relationships to optimize risk
adjusted returns.


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 Promissory Note or use of proceeds from the Promissory Note; 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.

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