BRS BRS Resources Ltd

BRS Resources Ltd. - 

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE VIA US NEWSWIRE SERVICES

BRS Resources Ltd. (TSX VENTURE:BRS) ("BRS" or the "Company") today announces
that it has completed a private placement (the "Private Placement") to two
subscribers consisting of the issuance of convertible notes in the aggregate
principal amount of $6,000,000 (each, a "Note") and 10,000,000 share purchase
warrants (each, a "Warrant"), the terms of which were previously announced in
the Company's press release dated November 3, 2011. 


Subject to the approval of the Company's shareholders (the "Shareholder
Approval"), which the Company intends to obtain by way of written consent of a
majority of its shareholders, and the approval of the TSX Venture Exchange (the
"Exchange"), a new control person of the Company will be created as a result of
the Private Placement. 


The subscribers will be prohibited from converting any portion of the Notes or
exercising any portion of the Warrants that will result in their collectively
holding more than 19.9% of the Company's issued and outstanding common shares of
the Company (the "Shares") prior to the Shareholder Approval being obtained. 


In connection with the Private Placement, the Company has agreed to pay a
finder's fee to Energy Capital Solutions LLC ("ECS"), consisting of a cash
payment and the issuance of warrants, pursuant to the terms of an engagement
letter between the Company and ECS as previously disclosed by press release
dated October 7, 2011.


All securities issued in connection with the Private Placement, including the
finder's warrants issued to ECS, will be subject to a minimum hold period of
four months and one day from the closing of the Private Placement (the
"Closing") under applicable securities laws.


Appointment of New Director

The Company also announces that it has appointed Christopher Haga to the board
of directors of the Company (the "Board"). Mr. Haga is the nominee of the
subscribers to the Private Placement, who were given the right to appoint one
director to the Board at Closing. 


Mr. Haga is a portfolio manager at Carlson Capital, L.P. ("Carlson"), an
asset-management firm based in Dallas, Texas. Mr. Haga, who joined Carlson in
2003, has 22 years of experience in public and private investing, investment
banking and structured finance. His role at Carlson includes public and private
investing in financial institutions, energy companies and special situations.
Prior to Carlson, Mr. Haga held investment banking and principal investing roles
at RBC Capital Markets, Stephens, Inc., Lehman Brothers (London) and Alex. Brown
& Sons. Mr. Haga holds a B.S. in Business Administration from the University of
North Carolina at Chapel Hill and an M.B.A. from the University of Virginia.


The subscribers to the Private Placement will also be entitled to appoint a
second member to the Board upon receipt of approval of the shareholders of the
Company (excluding the subscribers) for a further increase in the size of the
Board. If the subscribers' collective equity interest in the Company drops below
28% of the issued and outstanding Shares (on a partially diluted basis), then
the Company may require that one of their appointees resigns, although the
subscribers will retain an observer status on the Board. If the subscribers'
collective equity interest in the Shares drops below 14% of the issued and
outstanding Shares (on a partially diluted basis), then the Company may require
that both of such appointees resign.


ABOUT BRS 

BRS is listed on the TSX Venture Exchange under the symbol "BRS". The Company is
an independent international oil and gas company focused on the development and
production of oil and natural gas reserves. 


ON BEHALF OF THE BOARD OF DIRECTORS

Steve Moore,  President/CEO

BRS Resources (TSXV:BRS)
Historical Stock Chart
From Oct 2024 to Nov 2024

BRS Resources (TSXV:BRS)
Historical Stock Chart
From Nov 2023 to Nov 2024