Brunswick Exploration Announces Brokered Private Placement for Up to C$4.0M and Concurrent Non-Brokered Private Placement of C$0.5M
December 06 2022 - 8:00AM
Brunswick Exploration Inc. (“
BRW”
or the "
Company") is pleased to announce that it
has entered into an agreement with Red Cloud Securities Inc. to act
as lead agent and sole bookrunner on behalf of a syndicate of
agents (the “
Agents”) in connection with a
“best-efforts”, private placement (the "
Offering")
for gross proceeds of up to C$4,000,000 from the sale of the
following:
- up to 2,666,667
Quebec-eligible flow-through units of the Company to be sold to
charitable purchasers (each, a “Quebec Charity FT
Unit”) at a price of C$0.75 per Quebec Charity FT Unit for
gross proceeds of up to C$2,000,000 from the sale of Quebec Charity
FT Units; and
-
up to 3,571,429 flow-through units of the Company to be sold to
charitable purchasers (each, a “National
Charity FT Unit”, and collectively with the Quebec
Charity FT Units, the “Offered Securities”) at a
price of C$0.56 per National Charity FT Unit for gross proceeds of
up to C$2,000,000 from the sale of National Charity FT Units.
Mr. Killian Charles, President of BRW,
commented: “With today’s announcement, Brunswick Exploration will
be well positioned to launch one of Canada’s largest lithium
grassroot exploration program in 2023 targeting a multitude of
untested pegmatites in several provinces.”
Each Quebec Charity FT Unit will consist of one
common share of the Company (each, a “Common
Share”) to be issued as a “flow-through share” within the
meaning of the Income Tax Act (Canada) and the Taxation Act
(Quebec) (each, a “Quebec FT
Share”) and one half of one common share purchase warrant
(each whole warrant, a “Warrant”). Each National
Charity FT Unit will consist of one Common Share to be issued as a
“flow-through share” within the meaning of the Income Tax Act
(Canada) (each, a “National FT Share”, and
collectively with the Quebec FT Shares, the “FT
Shares”) and one half of one Warrant. Each whole Warrant
shall entitle the holder to purchase one Common Share at a price of
C$0.75 at any time on or before that date which is 36 months after
the Closing Date (as herein defined).
The Agents will have an option, exercisable in
full or in part, up to 48 hours prior to the closing of the
Offering, to sell up to an additional C$1,000,000 in any
combination of Quebec Charity FT Units and National Charity FT
Units at the offering prices.
Concurrent to the brokered private placement,
Brunswick Exploration will also issue up to 962,000 shares at a
price of C$0.52 per share as part of a non-brokered Quebec eligible
flow-through share private placement. These shares will be subject
to a statutory four month hold period.
The Company intends to use the proceeds raised
from the Offering for exploration of the Company’s projects in
Quebec, Ontario, New Brunswick and Newfoundland. Proceeds from the
sale of FT Shares will be used to incur "Canadian exploration
expenses" as defined in subsection 66.1(6) of the Income Tax Act,
"flow through mining expenditures" as defined in subsection 127(9)
of the Income Tax Act and, for Quebec-eligible proceeds using the
two 10% enhancements under section 726.4.9 and section 726.4.17.1
of the Taxation Act (Quebec). Such proceeds will be renounced to
the subscribers with an effective date not later than December 31,
2022, in the aggregate amount of not less than the total amount of
gross proceeds raised from the issue of FT Shares.
Both the brokered Offering and non-brokered
private placement are scheduled to close on or around December 22,
2022 and are subject to certain conditions including, but not
limited to, receipt of all necessary approvals including the
approval of the TSX Venture Exchange.
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106 –
Prospectus Exemptions (“NI 45-106”), the Offered
Securities will be offered for sale to purchasers resident in
Canada pursuant to the listed issuer financing exemption under Part
5A of NI 45-106 (the “Listed Issuer Financing
Exemption”). Since the Offering is being completed
pursuant to the Listed Issuer Financing Exemption, the securities
issued in the Offering will not be subject to a hold period
pursuant to applicable Canadian securities laws. There is an
offering document related to the Offering that can be accessed
under the Company’s profile at www.sedar.com and on the Company’s
website at www://brwexplo.ca. Prospective investors should read
this offering document before making an investment decision.
As consideration for their services, the Agent
will receive a cash commission of 7.0% of the gross proceeds of the
Offering.
The securities described herein have not been,
and will not be, registered under the United States Securities Act,
or any state securities laws, and accordingly may not be offered or
sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable
state securities requirements or pursuant to exemptions therefrom.
This press release does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
About Brunswick Exploration
Brunswick Exploration is a Montreal-based
mineral exploration company listed on the TSX-V under the symbol
BRW. The Company is focused on grassroots exploration for hard rock
lithium deposits 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)
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. Such forward-looking information
includes, but is not limited to, statements concerning the
Corporation’s expectations with respect to the use of proceeds and
the use of the available funds following completion of the
Offering; and completion of the brokered Offering and non-brokered
private placement and the date of such completion. 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.
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