NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, March 9, 2023 – 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.
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.