Brunswick Exploration Announces Closing of C$7.5 Million Bought Deal Private Placement
Brunswick Exploration Announces Closing of C$7.5 Million
Bought Deal Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
MONTREAL, March 9, 2023 – Brunswick Exploration Inc. (“BRW” or the "Company") is
pleased to announce the closing of its previously announced “bought deal” private placement (the
“Offering”) for gross proceeds of C$7,500,000.50, which includes the full exercise of the over-
allotment option of C$1.5 million. Due to significant demand, the Offering was upsized from its
original gross proceeds of C$5.0 million to C$6.0 million. The Offering was conducted through a
syndicate of underwriters that included Red Cloud Securities Inc., as lead underwriter and sole
bookrunner, and Canaccord Genuity Corp. (collectively, the “Underwriters”).
Under the Offering, the Company sold 8,823,530 units of the Company (each, a “Unit”) at a price
of C$0.85 per Unit. Each Unit consists of one common share of the Company (each, a “Common
Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”).
Each Warrant shall entitle the holder to purchase one Common Share at a price of C$1.25 at any
time on or before March 9, 2026.
The Company intends to use the net proceeds raised from the Offering for exploration of the
Company’s projects in Quebec, Ontario, Saskatchewan and Manitoba and for general working
capital and corporate purposes.
5,882,353 Units sold under the Offering (the “LIFE Units”) were sold to purchasers pursuant to
the listed issuer financing exemption (the “Listed Issuer Financing Exemption”) under Part 5A
of National Instrument 45-106 – Prospectus Exemptions (in Québec, Regulation 45-106
respecting Prospectus Exemptions, collectively, “NI 45-106”). The Common Shares and Warrants
underlying the LIFE Units are freely tradeable and are not subject to a hold period pursuant to
applicable Canadian securities laws.
The remaining 2,941,177 Units sold under the Offering (the “Non-LIFE Units”) were offered by
way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106
in the provinces of Canada as well as to purchasers in offshore jurisdictions and in the United
States on a private placement basis pursuant to one or more exemptions from the registration
requirements of the United States Securities Act of 1933, as amended. The Common Shares and
Warrants underlying Non-LIFE Units are subject to a restricted period in Canada ending on July
10, 2023.
In consideration of their services in connection with the Offering, the Underwriters received cash
commissions in an aggregate amount equal to 6% of the gross proceeds raised under the Offering
and 264,705 non-transferable broker warrants (each, a “Broker Warrant”). Each Broker Warrant
shall entitle the holder to purchase one Common Share at a price of C$0.85 at any time on or
before March 9, 2026.
BRW expects to close its concurrent C$2.0 million non-brokered private placement (the “Non-
Brokered Offering” and collectively, the “Offerings”) on or around March 24, 2023. Closing of
the Non-Brokered Offering 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”). Total
gross proceeds from the Offerings are expected to be C$9,500,000.50.
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
The Company is a Montreal-based mineral exploration venture listed on the TSX-V under the
symbol BRW. The Company is focused on grassroot exploration for metals necessary to
decarbonization and energy transition with a particular focus on lithium. The Company is rapidly
advancing the most extensive grassroots lithium project portfolio in North America with holdings
in Quebec, Ontario, Saskatchewan, Manitoba and Atlantic Canada.
Investor Relations/information
Mr. Killian Charles, President and CEO ([email protected])
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 Company’s expectations with respect to the closing of the Non-Brokered Offering,
the gross proceeds expected to be raised under theNon-Brokered Offering, the use of proceeds
and the use of the available funds following completion of the Offering. 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 Company’s
public documents filed on SEDAR at www.sedar.com. Although the Company 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 Company 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.