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Brunswick Exploration Inc. (" BRW " or the " Company ") is pleased to announce that it 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 (the " Agents ") in connection with a "best-efforts", private placement (the " Offering ") for gross proceeds of up to C$4,000,000 from the sale of the following:
- up to 2,666,667 Quebec-eligible flow-through units of the Company to be sold to charitable purchasers (each, a " Quebec Charity FT Unit ") at a price of C$0.75 per Quebec Charity FT Unit for gross proceeds of up to C$2,000,000 from the sale of Quebec Charity FT Units; and
- up to 3,571,429 flow-through units of the Company to be sold to charitable purchasers (each, a " National  Charity FT Unit ", and collectively with the Quebec Charity FT Units, the " Offered Securities ") at a price of C$0.56 per National Charity FT Unit for gross proceeds of up to C$2,000,000 from the sale of National Charity FT Units.
Mr. Killian Charles, President of BRW, 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 (each, a " Common Share ") to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) and the Taxation Act (Quebec) (each, a " Quebec  FT Share ") and one half of one common share purchase warrant (each whole warrant, a " 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) (each, a " National FT Share ", and collectively with the Quebec FT Shares, the " FT Shares ") and one half of one Warrant. Each whole Warrant shall entitle the holder to purchase one Common Share at a price of C$0.75 at any time on or before that date which is 36 months after the Closing Date (as herein defined).
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 C$1,000,000 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 C$0.52 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% 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 December 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 December 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 (" NI 45-106 "), 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 (the " Listed Issuer Financing Exemption "). 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 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.
As consideration for their services, the Agent will receive a cash commission of 7.0% of the gross proceeds of the Offering.
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
Brunswick Exploration is a Montreal-based mineral exploration company listed on the TSX-V 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.
Investor Relations/information
Mr. Killian Charles, President (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.
