NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Brunswick Exploration Inc. (‘ Brunswick ‘ or the ‘ Corporation ‘) (TSX-V: BRW, OTCQB: BRWXF) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc., to act as co-lead agent and sole bookrunner along with Canaccord Genuity Corp. as co-lead agent (collectively, the ‘ Agents ‘), in connection with a ‘best efforts’ private placement (the ‘ Marketed Offering ‘) for aggregate gross proceeds of up to C$2,500,000 from the sale of (i) units of the Corporation (the ‘ LIFE Units ‘) at a price of C$0.13 per LIFE Unit (the ‘ Offering Price ‘) and (ii) units of the Corporation (the ‘ Non-LIFE Units ‘, and collectively with the LIFE Units, the ‘ Offered Securities ‘) at a price of C$0.15 per Non-LIFE Unit. A strategic investor has made a lead order to subscribe for Non-LIFE Units under the Offering.
Each LIFE Unit will consist of one common share of the Corporation (each, a ‘ Unit Share ‘) and one half of one common share purchase warrant (each whole warrant, a ‘ LIFE Warrant ‘). Each whole LIFE Warrant will entitle the holder thereof to purchase one common share of the Corporation (each, a ‘ Warrant Share ‘) at a price of C$0.20 at any time for a period of 36 months following the Closing Date (as defined herein).
Each Non-LIFE Unit will consist of one Unit Share and one common share purchase warrant (each, a ‘ Non-LIFE Warrant ‘). Each Non-LIFE Warrant will entitle the holder thereof to purchase one Warrant Share at a price of C$0.25 at any time for a period of 36 months following the Closing Date.
The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the Closing Date, to raise up to C$1,000,000 in additional gross proceeds from the sale of LIFE Units at the Offering Price (the ‘ Agents’ Option ‘, and together with the Marketed Offering, the ‘ Offering ‘).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (‘ NI 45-106 ‘), the LIFE Units will be offered for sale to purchasers 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 securities to be issued pursuant to the sale of LIFE Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
The Non-LIFE 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 to be issued pursuant to the sale of Non-LIFE Units will be subject to a four-month hold period in Canada pursuant to applicable Canadian securities laws.
The Offered Securities may also be issued to purchasers outside of Canada, including to purchasers resident in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933 (the ‘ U.S. Securities Act ‘), as amended.
The Corporation intends to use the net proceeds of the Offering for exploration activities at the Company’s Québec and Greenland projects, as well as for general corporate purposes and working capital.
The Offering is scheduled to close on May 28, 2025 (the ‘ Closing Date ‘), or such other date as the Corporation and the Agents may agree. Completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
There is an offering document related to the Offering that can be accessed under the Corporation’s profile at www.sedarplus.ca and on the Corporation’s website at www.brwexplo.ca. Prospective investors should read this offering document before making an investment decision.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Brunswick Exploration
Brunswick Exploration is a Montreal-based mineral exploration company listed on the TSX-V under symbol BRW. The Corporation is focused on grassroots exploration for lithium in Canada, a critical metal necessary to global decarbonization and energy transition. The Corporation is rapidly advancing the most extensive grassroots lithium property portfolio in Canada and Greenland.
Investor Relations/information
Mr. Killian Charles, President and CEO (info@brwexplo.ca)
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; the completion of the Offering and the date of such completion, approval of the TSX Venture Exchange and the filing of the offering document. 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.sedarplus.ca. 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-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
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