NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Brunswick Exploration Inc. (‘ BRW ‘ or the ‘ Corporation ‘) is pleased to announce a non-brokered private placement (the ‘ Offering ‘) to raise gross proceeds of up to $3,000,000 from the sale of the following:
up to 6,525,000 Common Shares of the Corporation (each, a ‘ Common Share ‘) to be sold to Québec purchasers as ‘flow-through shares’ within the meaning of the Income Tax Act (Canada) (the ‘ Tax Act ‘) and the Taxation Act (Québec) (the ‘ Québec Tax Act ‘)) (each, a ‘ Québec FT Share ‘) at a price of $0.23 per Québec FT Share for gross proceeds of up to $1,500,750;
up to 2,326,000 Common Shares to be sold to Canadian purchasers as ‘flow-through shares’ within the meaning of the Tax Act (each, a ‘ National FT Share ‘) at a price of $0.215 per National FT Share for gross proceeds of up to $500,090; and
up to 3,226,000 Common Shares to be sold to Canadian purchasers as ‘Charity flow-through shares’ (each, a ‘ Charity FT Share ‘, and collectively with the Québec FT Shares and the National FT Shares, the ‘ Offered Shares ‘) at a price of $0.31 per Charity FT Share for gross proceeds of up to $1,000,060.
Killian Charles, President & CEO of BRW, commented: ‘Over the previous twelve months, we outlined one of Quebec’s premier lithium projects with our exciting Mirage Project. We have continued to delineate and expand multiple, near-surface spodumene pegmatites all of which remain open. With high priority targets planned for drilling in Q1 and beyond, we have launched a prudent financing which will benefit from strong management and board participation. Concurrent to our plans at Mirage, we will also complete follow-up work at our latest discovery at the Anatacau West Project and continue to advance the first confirmed lithium discovery in Greenland throughout 2025.’
The Corporation intends to use the proceeds raised from the Offering to accelerate drilling at the Mirage Project and begin testing the recently announced discovery at the Elrond Project. Proceeds from the sale of Offered Shares will be used to incur ‘Canadian exploration expenses’ as defined in subsection 66.1(6) of the Tax Act, ‘flow through mining expenditures’ as defined in subsection 127(9) of the 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 Québec Tax Act. Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2024, in the aggregate amount of not less than the total amount of gross proceeds raised from the sale of Offered Shares.
The Offering is scheduled to close on or around December 16, 2024 and 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 ‘).
The Offered Shares will be subject to a statutory four month and one day hold period. The Offered Shares 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 symbol BRW. The Corporation is focused on grassroots exploration for lithium, 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 in Greenland.
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; the completion of the Offering 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.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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