BWR Exploration Inc. Closes Non-Brokered Unit Offering
BWR Exploration Inc. Closes Non-Brokered Unit Offering
TORONTO, Feb. 08, 2023 -- BWR Exploration Inc. (TSX.V: BWR) (“ BWR” or the “Company”) is pleased to announce the
closing of its non-brokered, unit offering previously announced on November 24, 2022 and January 6, 2023 (the “ Unit
Offering”) comprising of a first tranche of 1,868,000 units as announced January 6, 2023, and a second tranche of 2,700,000
units for a total of 4,568,000 units (the “ Units”) set out below at a price of $0.03 per Unit for aggregate gross proceeds of
$137,040. No finders’ fees were issued as part of this Unit Offering.
Each Unit will consist of one common share (a “ Common Share ”) of the Company and one-half Common Share purchase
warrant (a “Half Warrant”). Two Half Warrants comprise one Common Share purchase warrant (a “ Full Warrant ”) of the
Company. Each Full Warrant will expire 36 months from the date of issue (the “Full Warrant Expiry Date ”) and will entitle the
holder thereof to purchase one Common Share (a “Full Warrant Share ”) at a price of $0.06 per Full Warrant Share within 24
months from the closing of the Unit Offering and for the period that is for 24 months plus one day from closing of the Unit
Offering until the Full Warrant Expiry Date at a price of $0.10 per Full Warrant Share.
The proceeds from the Unit Offering will be used for general corporate purposes including advancing the exploration programs
on the Company’s projects in Canada with a focus on the Little Stull Lake Gold project located in Northeastern Manitoba. The
securities issued in the first tranche contain a statutory four month plus one day hold period expiring April 23, 2023. The
securities issued in the second tranche contain a statutory four month plus one day hold period expiring June 9, 2023.The Unit
Offering is subject to TSX Venture Exchange and regulatory approval.
Certain insiders of the Company have participated in the first tranche of the Unit Offering for 300,000 Units in the aggregate.
Such participation represents a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions (“MI 61-101”), but the transaction is exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the
consideration paid, exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to sell of any of the securities in the United
States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
BWR Exploration Inc. is a public company focused on exploring for base and precious metals, with its flagship Little Stull
Lake Gold Project in NE Manitoba along with other exploration projects in Northern Ontario, and Northern Quebec, Canada.
Management of BWR includes an accomplished group of exploration/mining specialists with many decades of operational
experience in the junior resource sector. There are currently 106,010,461 shares issued and outstanding in the Company.
Neither the Toronto 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 release.
For more information about BWR please visit our website: http://www.bwrexploration.com
or call/email:
Neil Novak, P.Geo., President, CEO & Director
BWR Exploration Inc.
82 Richmond St. E
Toronto, ON M5C 1P1 Office: 416-848-6866
For information regarding this financing please contact:
Carl Desjardins
Paradox Investor Services Inc.
Office: 514-341-0408
Cautionary and Forward-Looking Statements
This news release includes certain forward-looking statements and forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of
historical fact, included herein including, without limitation, statements regarding the Unit Offering and proposed uses of the
proceeds of the Unit Offering, are forward-looking statements. Although the Company believes that such statements are
reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking
information can be identified by words such as "pro forma", "plans", "expects", "will", "may", "should", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative
variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be
taken or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to differ materially from any future results,
performance or achievements expressed or implied by the forward-looking statements. This forward-looking information
reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions
the Company believes are reasonable. These assumptions include, but are not limited to: TSX Venture Exchange acceptance
of the Unit Offering; market acceptance and approvals; and the anticipated closing date for the Offering. Forward-looking
information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be materially different from those expressed or implied by such
forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic,
competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or
failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation,
including environmental legislation, affecting the Company; the timing and availability of external financing on acceptable
terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop
such forward-looking information and a description of additional risk factors that may cause actual results to differ materially
from forward- looking information can be found in the Company’s disclosure documents on the System for Electronic
Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com. Although the Company has attempted to identify
important factors that could cause actual results to differ materially from those contained in forward-looking information, there
may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the
foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking
information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur.
Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-
looking information contained in this news release represents the expectations of the Company as of the date of this news
release and, accordingly, is subject to change after such date. However, the Company expressly disclaims any intention or
obligation to update or revise any forward-looking information, whether as a result of new information, future events or
otherwise, except as expressly required by applicable securities law.