Brunswick Exploration Inc. (“
BRW”
or the "
Company") is pleased to announce the
closing of its previously announced private placements for
aggregate gross proceeds of C$5,500,240.
Mr. Killian Charles, President of BRW,
commented: “With the closing of this financing, we are now fully
financed to launch one of the largest grassroot lithium exploration
programs globally. We believe 2023 will be an exciting year for the
Company as we look to begin filtering the hundreds of untested
pegmatites in our portfolio.”
The Company has completed its “best-efforts”
private placement (the “Brokered
Offering”) led by Red Cloud Securities Inc. on
behalf of a syndicate of agents that includes Canaccord Genuity
Corp. (the “Agents”). Under the Brokered Offering,
the Company raised gross proceeds of C$5,000,000, which includes
the full exercise of the Agents’ over-allotment option, from the
sale of the following:
- 2,666,667 Quebec-eligible
flow-through units of the Company that were 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
C$2,000,000 from the sale of Quebec Charity FT Units; and
- 5,357,143 flow-through units of the
Company that were 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 C$3,000,000 from the sale of National
Charity FT Units.
Each Quebec Charity FT Unit consists of one
common share of the Company (each, a “Common
Share”) and one half of one common share purchase warrant
(each whole warrant, a “Warrant”), each 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”). Each National Charity FT Unit consists 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 (issued
on a “flow-through basis” under the Income Tax Act (Canada)). 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 December 22,
2025.
In connection with the Brokered Offering, the
Agents received cash commissions totaling C$350,000.
The Company also completed its previously
announced non-brokered private placement (the “Non-Brokered
Offering”, and collectively with the Brokered Offering,
the “Offerings”), raising gross proceeds of
C$500,240 from the sale of 962,000 Quebec FT Shares at a price of
C$0.52 per Quebec FT Share.
In connection with the Non-Brokered Offering,
the Company paid finder's fees to arm's length third parties in the
amount of $681.20.
All Quebec FT Shares issued pursuant to the
Non-Brokered Offering are subject to a hold period under applicable
securities laws, which will expire on April 23, 2023.
Insiders of the Company have participated in the
Non-Brokered Offering and were issued an aggregate of 327,000
Flow-Through Shares. Such participation in the Private Placement is
a "related party transaction" as defined in Regulation 61-101
respecting Protection of Minority Security Holders in Special
Transactions ("Regulation 61-101"). The
Non-Brokered Offering is exempt from the formal valuation and
minority shareholder approval requirements of Regulation 61-101 as
neither the fair market value of the securities issued to insiders
nor the consideration for such securities by insiders exceed 25% of
the Company's market capitalization. The Company did not file a
material change report 21 days prior to closing of the Non-Brokered
Offering as the participation of insiders had not been confirmed at
that time.
The Offerings remain subject to the final
approval of the TSX Venture Exchange ("TSXV").
The Company intends to use the proceeds raised
from the Offerings for exploration of the Company’s projects in
Quebec and Canada. Proceeds from the sale of the Offered Securities
will be used to incur “Canadian exploration expenses” as defined in
subsection 66.1(6) of the Income Tax Act (Canada), “flow through
mining expenditures” as defined in subsection 127(9) of the Income
Tax Act (Canada) 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 the Offered Securities.
The Offered Securities sold under the Brokered
Offering were sold to purchasers resident in Canada pursuant to the
listed issuer financing exemption (the “Listed Issuer
Financing Exemption”) under Part 5A of National Instrument
45-106 – Prospectus Exemptions (“NI 45-106”). The
Common Shares and Warrants issued under the Brokered Offering are
not subject to a hold period pursuant to applicable Canadian
securities laws. The 962,000 Quebec FT Shares sold pursuant to the
Non-Brokered Offering were offered by way of the “accredited
investor” and minimum amount investment” exemptions under NI 45-106
– Prospectus Exemptions in the province of Quebec and are subject
to a restricted period in Canada ending on April 23, 2023.
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
Company’s expectations with respect to the use of proceeds and the
use of the available funds following completion of the Offering.
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 Company’s public documents filed on
SEDAR at www.sedar.com. Although the Company 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
Company 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 TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this news release.
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