Brunswick Exploration Announces Closing of C$7.5 Million Bought Deal Private Placement
March 09 2023 - 10:50AM
Brunswick Exploration Inc. (“
BRW”
or the "
Company") is pleased to announce the
closing of its previously announced “bought deal” private placement
(the “
Offering”) for gross proceeds of
C$7,500,000.50, which includes the full exercise of the
over-allotment option of C$1.5 million. Due to significant demand,
the Offering was upsized from its original gross proceeds of C$5.0
million to C$6.0 million. The Offering was conducted through a
syndicate of underwriters that included Red Cloud Securities Inc.,
as lead underwriter and sole bookrunner, and Canaccord Genuity
Corp. (collectively, the “
Underwriters”).
Under the Offering, the Company sold 8,823,530
units of the Company (each, a “Unit”) at a price
of C$0.85 per Unit. Each 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 Warrant shall entitle the holder
to purchase one Common Share at a price of C$1.25 at any time on or
before March 9, 2026.
The Company intends to use the net proceeds
raised from the Offering for exploration of the Company’s projects
in Quebec, Ontario, Saskatchewan and Manitoba and for general
working capital and corporate purposes.
5,882,353 Units sold under the Offering (the
“LIFE Units”) were sold to purchasers pursuant to
the listed issuer financing exemption (the “Listed Issuer
Financing Exemption”) under Part 5A of National Instrument
45-106 – Prospectus Exemptions (in Québec, Regulation 45-106
respecting Prospectus Exemptions, collectively, “NI
45-106”). The Common Shares and Warrants underlying the
LIFE Units are freely tradeable and are not subject to a hold
period pursuant to applicable Canadian securities laws.
The remaining 2,941,177 Units sold under the
Offering (the “Non-LIFE Units”) were offered by
way of the “accredited investor” and “minimum amount investment”
exemptions under NI 45-106 in the provinces of Canada as well as to
purchasers 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 Common Shares and Warrants underlying
Non-LIFE Units are subject to a restricted period in Canada ending
on July 10, 2023.
In consideration of their services in connection
with the Offering, the Underwriters received cash commissions in an
aggregate amount equal to 6% of the gross proceeds raised under the
Offering and 264,705 non-transferable broker warrants (each, a
“Broker Warrant”). Each Broker Warrant shall
entitle the holder to purchase one Common Share at a price of
C$0.85 at any time on or before March 9, 2026.
BRW expects to close its concurrent C$2.0
million non-brokered private placement (the “Non-Brokered
Offering” and collectively, the
“Offerings”) on or around March 24, 2023. Closing
of the Non-Brokered Offering is subject to certain conditions
including, but not limited to, receipt of all necessary approvals
including the approval of the TSX Venture Exchange
(“TSX-V”). Total gross proceeds from the Offerings
are expected to be C$9,500,000.50.
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
Company’s expectations with respect to the closing of the
Non-Brokered Offering, the gross proceeds expected to be raised
under the Non-Brokered Offering, 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 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.
Brunswick Exploration (TSXV:BRW)
Historical Stock Chart
From Jun 2024 to Jul 2024
Brunswick Exploration (TSXV:BRW)
Historical Stock Chart
From Jul 2023 to Jul 2024