Brunswick Exploration Inc. (“
BRW”
or the "
Company") is pleased to announce that due
to significant investor demand, the Company has amended its
agreement with Red Cloud Securities Inc. (“
Red
Cloud”) to increase the gross proceeds from the
underwritten portion of its previously announced bought deal
private placement (the “
Brokered Offering”) from
C$5.0 million to C$6.0 million. Under the revised Brokered
Offering, the Underwriters will purchase for resale 7,058,824 units
of the Company (each, a “
Unit”) at a price of
C$0.85 per Unit (the “
Offering Price”) for gross
proceeds of C$6,000,000 (the “
Underwritten
Offering”). Red Cloud is acting as lead underwriter and
sole bookrunner on behalf of a syndicate of underwriters (the
“
Underwriters”) under the Brokered Offering.
Each Unit will consist 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 whole Warrant shall entitle the
holder to purchase one Common Share at a price of C$1.25 at any
time on or before that date which is 36 months after the closing
date of the Brokered Offering (as defined herein).
The Company has granted to the Underwriters an
option, exercisable up to 48 hours prior to the closing date of the
Underwritten Offering, to purchase for resale up to an additional
1,764,706 Units (the “Over-Allotment Units”) at
the Offering Price to raise additional gross proceeds of up to
C$1,500,000 (the “Over-Allotment Option”).
The Company will have the right to include a
list of subscribers to purchase up to 1,764,706 Units at the
Offering Price for gross proceeds of up to C$1,500,000 under the
Brokered Offering (the “President’s List”). Up to
1,176,470 Units that may be sold under the President’s List will be
sold under the Listed Issuer Financing Exemption (see below) and
are expected to be freely tradeable under applicable securities
legislation if sold to purchasers resident in Canada.
Concurrent to the Brokered Offering, the Company
also plans to raise up to an additional C$2,000,000 in gross
proceeds from the sale of additional Units (the
“Non-Brokered Units”) at the Offering Price
through a non-brokered private placement (the “Non-Brokered
Placement”, and collectively with the Brokered Offering,
the “Offerings”).
The Company intends to use the net proceeds
raised from the Offerings for exploration of the Company’s projects
in Quebec, Ontario, Saskatchewan and Manitoba and for general
working capital and corporate purposes.
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106 –
Prospectus Exemptions (“NI 45-106”), 5,882,353
Units to be sold pursuant to the Underwritten Offering will be
offered in all the provinces of Canada (the “Canadian
Selling Jurisdictions”) pursuant to the listed issuer
financing exemption under Part 5A of NI 45-106 (the “Listed
Issuer Financing Exemption”). The securities issuable from
the sale of these 5,882,353 Units are expected to be immediately
freely tradeable under the Listed Issuer Financing Exemption if
sold to purchasers resident in Canada. 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.
The remaining 1,176,471 Units to be sold under
the Underwritten Offering as well as the Over-Allotment Units and
Non-Brokered Units will be offered by way of the “accredited
investor” and “minimum amount investment” exemptions under NI
45-106 in the Canadian Selling Jurisdictions. The securities
issuable from these 1,176,471 Units to be sold under the
Underwritten Offering as well as the sale of the Over-Allotment
Units and Non-Brokered Units will be subject to a restricted period
in Canada ending on the date that is four months plus one day
following the date of their issuance. The Units may also be sold in
offshore jurisdictions and in the United States on a private
placement basis pursuant to one or more exemptions from the
registration requirements of the United States Securities Act of
1933, as amended.
The Brokered Offering is scheduled to close on
or around March 9, 2023 and the Non-Brokered Offering is scheduled
to close on or around March 24, 2023. Closing of the Offerings are
subject to certain conditions including, but not limited to,
receipt of all necessary approvals including the approval of the
TSX Venture Exchange.
As consideration for their services, the
Underwriters will receive a cash commission of 6.0% of the gross
proceeds of the Brokered Offering and broker warrants (the
“Broker Warrants”) in an amount equal to 3.0% of
the number of Units sold pursuant to the Brokered Offering. Each
Broker Warrant will be exercisable to purchase one common share of
the Company at a price of C$0.85 for a period of 36 months from the
closing date of the Brokered Offering. The Underwriters will
receive a reduced cash commission of 1.0% and that number of Broker
Warrants equal to 3.0% of the number of Units sold to purchasers
under the President’s List.
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
The Company is a Montreal-based mineral
exploration venture listed on the TSX-V under the symbol BRW. The
Company is focused on grassroot exploration for metals necessary to
decarbonization and energy transition with a particular focus on
lithium. The Company is rapidly advancing the most extensive
grassroots lithium project portfolio in North America with holdings
in Quebec, Ontario, Saskatchewan, Manitoba and Atlantic Canada.
Investor
Relations/information
Mr. Killian Charles, President and CEO
(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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