Brunswick Exploration Inc. is pleased to announce the closing of its previously announced private placements for aggregate gross proceeds of C$5,500,240.

Mr. Killian Charles, President of BRW, commented: “With the closing of this financing, we are now fully financed to launch one of the largest grassroot lithium exploration programs globally. We believe 2023 will be an exciting year for the Company as we look to begin filtering the hundreds of untested pegmatites in our portfolio.”

The Company has completed its “best-efforts” private placement led by Red Cloud Securities Inc. on behalf of a syndicate of agents that includes Canaccord Genuity Corp. Under the Brokered Offering, the Company raised gross proceeds of C$5,000,000, which includes the full exercise of the Agents’ over-allotment option, from the sale of the following:

• 2,666,667 Quebec-eligible flow-through units of the Company that were sold to charitable purchasers (at a price of C$0.75 per Quebec Charity FT Unit for gross proceeds of C$2,000,000 from the sale of Quebec Charity FT Units; and
• 5,357,143 flow-through units of the Company that were sold to charitable purchasers  at a price of C$0.56 per National Charity FT Unit for gross proceeds of C$3,000,000 from the sale of National Charity FT Units.

Each Quebec Charity FT Unit consists of one common share of the Company and one half of one common share purchase warrant, each issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and the Taxation Act (Quebec). Each National Charity FT Unit consists 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 (issued on a “flow-through basis” under the Income Tax Act (Canada)). 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 December 22, 2025.

In connection with the Brokered Offering, the Agents received cash commissions totaling C$350,000.

The Company also completed its previously announced non-brokered private placement, raising gross proceeds of C$500,240 from the sale of 962,000 Quebec FT Shares at a price of C$0.52 per Quebec FT Share.

In connection with the Non-Brokered Offering, the Company paid finder’s fees to arm’s length third parties in the amount of $681.20.

All Quebec FT Shares issued pursuant to the Non-Brokered Offering are subject to a hold period under applicable securities laws, which will expire on April 23, 2023.

Insiders of the Company have participated in the Non-Brokered Offering and were issued an aggregate of 327,000 Flow-Through Shares. Such participation in the Private Placement is a “related party transaction” as defined in Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions. The Non-Brokered Offering is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 as neither the fair market value of the securities issued to insiders nor the consideration for such securities by insiders exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to closing of the Non-Brokered Offering as the participation of insiders had not been confirmed at that time.

The Offerings remain subject to the final approval of the TSX Venture Exchange.

The Company intends to use the proceeds raised from the Offerings for exploration of the Company’s projects in Quebec and Canada. Proceeds from the sale of the Offered Securities will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income Tax Act (Canada), “flow through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (Canada) 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 the Offered Securities.

The Offered Securities sold under the Brokered Offering were sold to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions. The Common Shares and Warrants issued under the Brokered Offering are not subject to a hold period pursuant to applicable Canadian securities laws. The 962,000 Quebec FT Shares sold pursuant to the Non-Brokered Offering were offered by way of the “accredited investor” and minimum amount investment” exemptions under NI 45-106 – Prospectus Exemptions in the province of Quebec and are subject to a restricted period in Canada ending on April 23, 2023.

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.