Brunswick Exploration Inc. (TSX-V : BRW) is pleased to announce non-brokered private placement of $700,000, consisting of 4,000,000 units of the Corporation at a price of $0.175 per Unit.
Each Unit will consist of one common share of the Corporation and one-half of one common share purchase warrant of the Corporation. Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.23 for a 36-month period following the closing date of the Offering.
The net proceeds from the Offering will be used for the exploration of the Corporation’s properties, as well as general corporate purposes.
The Offering is expected to close on or about July 11, 2022 or such other date as the Corporation may determine. The Offering is conditional upon receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange. The securities to be issued under the Offering will have a hold period of four months and one day from the closing date of the Offering, in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Options and Warrants Changes
On April 26, 2022, its Board of Directors of Brunswick approved an amendment to the stock option plan of Brunswick to increase the number of common shares of the Corporation reserved for issuance under the Stock Option Plan from 5,000,000 to 13,000,000.
The Corporation has also received approval from the TSX Venture Exchange on the extension of 3,071,199 common share purchase warrants which were issued as part of the private placement of the Corporation on May 17, 2022. The Warrants, originally set to expire on May 17, 2024, will now expire on May 17, 2025. Holders of Warrants will not receive an amended Warrant certificate.
A portion of the Warrants are held by parties who are considered to be “related parties” of the Corporation. Therefore, the amendment of Warrants constitutes a “related party transaction” as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and Exchange Policy 5.9 – Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for under sections 5.5(a) and 5.7(1)(a) of MI 61-101 can be relied upon as the fair market value of the Warrants does not exceed 25% of the market capitalization of the Corporation.
The Corporation is a Montreal-based mineral exploration venture listed on the TSX-V under symbol BRW. The Corporation is focused on grassroot exploration for metals necessary to decarbonization and energy transition with a particular focus on lithium, tin, nickel and copper. The Corporation is focused on rapidly advancing the most extensive grassroot lithium exploration claim package in Eastern Canada.
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We acknowledge the [financial] support of the Government of Canada.