NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Brunswick Exploration Inc. (TSX-V: BRW, OTCQB: BRWXF; FRANKFURT:1XQ; ‘BRW’ or the ‘Corporation’) is pleased to announce a non-brokered private placement (the ‘Offering’) for the sale of up to 16,000,000 units of the Corporation (a ‘Unit’) at a price of $0.25 per Unit for gross proceeds of up to $4,000,000.
Mr. Killian Charles, President and CEO of BRW, commented: ‘This financing comes at critical time for Brunswick Exploration as we look to begin our exploration in Saudi Arabia and continue growing our international footprint. Over the last twelve months, we have identified multiple high priority jurisdictions that have seen little to no lithium exploration efforts. We strongly believe that we can consolidate a significant portion of global lithium grassroot targets, further strengthening our position as the premier lithium exploration company. We are extremely excited to expand this next chapter for the company and our shareholders.’
Each Unit will consist of one common share of the Corporation (a ‘Unit Share‘) and one half of one common share purchase warrant (each whole warrant, a ‘Warrant‘). Each Warrant will entitle the holder thereof to purchase one common share of the Corporation (a ‘Warrant Share‘) at a price of $0.35 at any time for a period of 36 months following the Closing Date (as defined herein).
The Units will be offered for sale to purchasers in all the provinces of Canada pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the ‘Listed Issuer Financing Exemption‘). The securities issued under the Listed Issuer Financing Exemption are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
The Corporation intends to use the net proceeds of the Offering for exploration activities at the Corporation’s properties in Canada, Saudi Arabia and Greenland, as well as for general corporate purposes and working capital.
Participation by insiders of the Corporation in the Offering will constitute a related party transaction as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101‘). The Corporation intends to rely on exemptions from the formal valuation and minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities to be issued under the Offering nor the consideration to be paid by insiders of the Corporation will exceed 25% of the Corporation’s market capitalization.
The Offering is expected to close on or about March 18, 2026 (the ‘Closing Date‘), or such other date that is within 45 days from the date of this news release, and remains subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.
There is an offering document related to the Offering that can be accessed under the Corporation’s profile at www.sedarplus.ca and on the Corporation’s website at www.brwexplo.ca. Prospective investors should read this offering document before making an investment decision.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act, as amended 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.
About Brunswick Exploration Inc.
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 in Canada, a critical metal necessary to global decarbonization and energy transition. The Corporation is rapidly advancing the most extensive grassroots lithium property portfolio in Canada, Greenland and Saudi Arabia underpinned by its Mirage project, one of the largest undeveloped hard-rock lithium Inferred Mineral Resource Estimate in the Americas, with 52.2Mt grading 1.08% Li2O.
Investor Relations/information
Mr. Killian Charles, President and CEO
Phone: (514) 861-4441
Email: 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. Generally, forward-looking information can be identified using forward-looking terminology such as ‘plans’, ‘seeks’, ‘expects’, ‘estimates’, ‘intends’, ‘anticipates’, ‘believes’, ‘could’, ‘might’, ‘likely’ or variations of such words, or statements that certain actions, events or results ‘may’, ‘will’, ‘could’, ‘would’, ‘might’, ‘will be taken’, ‘occur’, ‘be achieved’ or other similar expressions. 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, and approval of the TSX Venture Exchange. 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 including, without limitation, risks and uncertainties relating to mining exploration, 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 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 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.
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