Brunswick Exploration Inc. (TSX-V:BRW;
“
BRW” or the “
Company”) is
pleased to announce it has signed an option agreement with Midland
Exploration (TSX-V: MD) to acquire a maximum 85% interest in
potential LCT (lithium-cesium-tantalum) mineralization of the
Mythril and Elrond properties (the “Properties”), located in the
James Bay region of Quebec. The Mythril property is located
immediately north of Patriot Battery Metal’s Corvette project in
Quebec.
Mr. Killian Charles, President of BRW,
commented: “We are very pleased to further expand our exploration
holdings in Quebec’s James Bay region with this option agreement.
The lithium acquisition option on the Mythril and Elrond properties
are adjacent to Patriot Battery Metals’ outstanding Corvette
project. This option agreement constitutes a significant addition
to our extensive James Bay grassroots portfolio and we are excited
to rapidly unlock its lithium potential in 2023.”
Midland Exploration Option
Agreement
The Mythril and Elrond property package contains
a total of 511 claims, representing 26,290 hectares. Both
properties have never been explored for lithium. Prospecting will
be prioritized in 2023 and may lead to trenching and drilling if
results warrant it.
The First Option allows BRW to acquire an
initial 50% interest in the rare mineral potential of the
Properties (exclusive of base and precious metals) for a total
consideration of $500,000 in cash and shares over a 3 year period,
upon closing of the option agreement (the “Agreement”) under the
following terms:
- An initial
payment of $50,000, half of which is in shares, within five (5)
business days of the Effective Date of the Agreement;
- A payment of
$100,000, half of which is in shares, on or before the 1st year
anniversary of the Effective Date of the Agreement;
- A payment of
$140,000, half of which is in shares, on or before the 2nd year
anniversary of the Effective Date of the Agreement;
- A payment of
$210,000 in shares, on or before the 3rd year anniversary of the
Effective Date of the Agreement;
In order to exercise the First Option; Brunswick
Exploration shall fund an aggregate amount of $1,500,000 in Work
Expenditures in accordance with the following schedule:
- A firm
commitment of $300,000, on or before the 1st year anniversary of
the Effective Date;
- An aggregate of
$600,000, on or before the 2nd year anniversary of the Effective
Date;
- An aggregate of
$1,500,000, on or before the 3rd year anniversary of the Effective
Date;
The Second Option allows BRW to acquire a
further 35% interest in the Properties for a total consideration of
$200,000 in cash or shares over a 2 year period upon exercise of
the First Option under the following terms:
- An amount of
$100,000 in cash, shares or a combination of both at BRW’s choosing
on or before the 1st year anniversary of the exercise of the First
Option
- An amount of
$100,000 in cash, shares or a combination of both at BRW’s choosing
on or before the 2nd year anniversary of the exercise of the First
Option
In order to exercise the Second Option;
Brunswick Exploration shall fund an aggregate amount of $2,000,000
in Work Expenditures in accordance with the following schedule:
- An aggregate of
$1,000,000, on or before the 1st year anniversary of the exercise
of the First Option
- An aggregate of
$1,000,000, on or before the 2nd year anniversary of the exercise
of the First Option
Upon execution of the Second Option, BRW will
retain a right of first refusal on Midland Exploration’s 15%
ownership. Furthermore, Midland will not be expected to fund its
pro-rata of the exploration budget following the exercise of the
Second Option until construction of a mine.
Corporate Update
The Company has entered into a debt settlement
agreement with Robert Wares, director and officer of the Company
(the "Debt Settlement"), to settle a $333,333 outstanding payment
due in November 2022 on a convertible debenture issued in 2018 and
which matured in September 2021, by issuing 952,380 common shares
of BRW at a deemed issue price of $0.35 per Common Share. This Debt
Settlement will be executed in shares in order to preserve capital
available to the Company.
The issuance of the common shares pursuant to
the Debt Settlement is subject to approval from the TSX Venture
Exchange (the “TSX-V”). The common shares issued pursuant to the
Debt Settlement are subject to a statutory hold period of four
months and one day from the date of issuance of the Common Shares
in accordance with applicable securities laws.
After the Debt Settlement, Robert Wares will own
44,235,572 common shares and 1,300,000 options of the Corporation,
representing 27.4% of the outstanding common shares of the Company
on an undiluted basis and 28.0% of the outstanding common shares on
a partially diluted basis, assuming full exercise of the
options.
The Debt Settlement will constitute a "related
party transaction" within the meaning of the TSX-V Policy 5.9 (the
"Policy") and Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101")
adopted in the Policy. The Corporation intends to rely on the
exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61-101 as the fair market value (as determined
under MI 61-101) of the Debt Settlement does not exceed 25% of the
Corporation's market capitalization (as determined under MI
61-101).
Finally, the Company wishes to announce that it
has engaged Olivier Tielens to assist the management team and board
in corporate development matters on a 1-year consultation basis.
BRW will grant 400,000 incentive stock options to the consultant.
The grant is subject to a three-year vesting period and a five-year
term at an exercise price of $0.32. The stock options have been
granted pursuant to the Company’s Stock Option Plan and are subject
to applicable securities laws and TSX Venture Exchange
policies.
Qualified Person
The scientific and technical information
contained in this press release has been reviewed and approved by
Mr. Jeff Hussey, Director of Brunswick Exploration. He is a
Professional Geologist registered in Quebec.
About Brunswick Exploration
Brunswick Exploration is a Montreal-based
mineral exploration company listed on the TSX-V under symbol BRW.
The Company is focused on grassroots exploration for lithium in
Eastern Canada, a critical metal necessary to global
decarbonization and energy transition. The company is rapidly
advancing the most extensive grassroots lithium property portfolio
in Eastern Canada with holdings in Quebec, Ontario, New Brunswick
and Newfoundland.
Investor
Relations/information
Mr. Killian Charles, President
(info@BRWexplo.com)
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release
Cautionary Statement on Forward-Looking
Information
This news release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation based on expectations, estimates and projections as at
the date of this news release. Forward-looking information involves
risks, uncertainties and other factors that could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Factors that could cause actual results to differ
materially from such forward-looking information include, but are
not limited to, delays in obtaining or failures to obtain required
governmental, environmental or other project approvals;
uncertainties relating to the availability and costs of financing
needed in the future; changes in equity markets; inflation;
fluctuations in commodity prices; delays in the development of
projects; the other risks involved in the mineral exploration and
development industry; and those risks set out in the Corporation’s
public documents filed on SEDAR at www.sedar.com. Although the
Corporation believes that the assumptions and factors used in
preparing the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Corporation disclaims
any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law. 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 news
release.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/3121b8a9-a3ec-4f97-89ee-c101e7248db1
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