11:07:26 EST Tue 31 Jan 2023
Enter Symbol
or Name
USA
CA



Brunswick Exploration Inc
Symbol BRW
Shares Issued 160,567,881
Close 2022-12-06 C$ 0.46
Recent Sedar Documents

Brunswick Exploration arranges $4M private placement

2022-12-06 11:47 ET - News Release

Mr. Killian Charles reports

BRUNSWICK EXPLORATION ANNOUNCES BROKERED PRIVATE PLACEMENT FOR UP TO C$4.0M AND CONCURRENT NON-BROKERED PRIVATE PLACEMENT OF C$0.5M

Brunswick Exploration Inc. 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 in connection with a best efforts private placement for gross proceeds of up to $4-million from the sale of the following:

  • Up to 2,666,667 Quebec-eligible flow-through (FT) units of the company to be sold to charitable purchasers at a price of 75 cents per Quebec charity FT unit for gross proceeds of up to $2-million from the sale of Quebec charity FT units;
  • Up to 3,571,429 flow-through units of the company to be sold to charitable purchasers at a price of 56 cents per national charity FT unit for gross proceeds of up to $2-million from the sale of national charity FT units.

Killian Charles, president of Brunswick, 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 to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and the Taxation Act (Quebec) and one-half of one common share purchase 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) and one-half of one warrant. Each whole warrant shall entitle the holder to purchase one common share at a price of 75 cents at any time on or before that date which is 36 months after the closing date.

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 $1-million 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 52 cents 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-per-cent 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 Dec. 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 Dec. 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), 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. 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 on SEDAR and on the company's website. Prospective investors should read this offering document before making an investment decision.

As consideration for its services, the agent will receive a cash commission of 7.0 per cent of the gross proceeds of the offering.

About Brunswick Exploration Inc.

Brunswick Exploration is a Montreal-based mineral exploration company listed on the TSX Venture Exchange 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.

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