Brunswick Exploration Announces Brokered Private Placement for Gross Proceeds of up to C$2.5 Million, with a Lead Order from a Strategic Investor

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OR FOR DISSEMINATION IN THE UNITED STATES

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MONTREAL, May 08, 2025 (GLOBE NEWSWIRE) — Brunswick Exploration Inc. (“Brunswick” or the “Corporation”) (TSX-V: BRW, OTCQB: BRWXF) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc., to act as co-lead agent and sole bookrunner along with Canaccord Genuity Corp. as co-lead agent (collectively, the “Agents”), in connection with a “best efforts” private placement (the “Marketed Offering“) for aggregate gross proceeds of up to C$2,500,000 from the sale of (i) units of the Corporation (the “LIFE Units”) at a price of C$0.13 per LIFE Unit (the “Offering Price”) and (ii) units of the Corporation (the “Non-LIFE Units”, and collectively with the LIFE Units, the “Offered Securities”) at a price of C$0.15 per Non-LIFE Unit. A strategic investor has made a lead order to subscribe for Non-LIFE Units under the Offering.

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Each LIFE Unit will consist of one common share of the Corporation (each, a “Unit Share”) and one half of one common share purchase warrant (each whole warrant, a “LIFE Warrant”). Each whole LIFE Warrant will entitle the holder thereof to purchase one common share of the Corporation (each, a “Warrant Share”) at a price of C$0.20 at any time for a period of 36 months following the Closing Date (as defined herein).

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Each Non-LIFE Unit will consist of one Unit Share and one common share purchase warrant (each, a “Non-LIFE Warrant”). Each Non-LIFE Warrant will entitle the holder thereof to purchase one Warrant Share at a price of C$0.25 at any time for a period of 36 months following the Closing Date.  

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The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the Closing Date, to raise up to C$1,000,000 in additional gross proceeds from the sale of LIFE Units at the Offering Price (the “Agents’ Option“, and together with the Marketed Offering, the “Offering”).

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Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the LIFE Units will be offered for sale to purchasers in all the provinces of Canada (the “Canadian Selling Jurisdictions”) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities to be issued pursuant to the sale of LIFE Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

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The Non-LIFE Units will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Canadian Selling Jurisdictions. The securities to be issued pursuant to the sale of Non-LIFE Units will be subject to a four-month hold period in Canada pursuant to applicable Canadian securities laws.

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The Offered Securities may also be issued to purchasers outside of Canada, including to purchasers resident in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended.

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The Corporation intends to use the net proceeds of the Offering for exploration activities at the Company’s Québec and Greenland projects, as well as for general corporate purposes and working capital.

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The Offering is scheduled to close on May 28, 2025 (the “Closing Date”), or such other date as the Corporation and the Agents may agree. Completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.