Montreal – Brunswick Exploration Inc. (TSX-V: BRW; “BRW” or the “Company”) is pleased to announce that it has entered into an option agreement with Central Lands Exploration (TSX-V: MD) to acquire a maximum interest of 85% in the potential LCT (lithium-cesium-tantalum) mineralization of the Mythril and Elrond properties (the “Properties”), located in the James Bay region of Quebec. The Mythril property is located immediately north of Patriot Battery Metal’s (TSX-V:PMET) Corvette project at Quebec.
Mr. Killian CharlesChairman of BRW, said: “We are very pleased to further expand our exploration activities in of Quebec James Bay region with this option agreement. The lithium acquisition option on the Mythril and Elrond properties is adjacent to Patriot’ Battery Metals outstanding Corvette project. This option agreement is an important addition to our extensive James Bay core portfolio and we are excited to quickly unlock its lithium potential in 2023.’
Midland Exploration Option Agreement
The Mythril and Elrond property complex contains a total of 511 claims, representing 26,290 hectares. These two properties have never been explored for lithium. Prospecting will be prioritized in 2023 and may lead to trenching and drilling if the results justify it.
The first option allows BRW to acquire an initial 50% interest in the properties’ rare mineral potential (excluding base and precious metals) for a total consideration of $500,000 in cash and shares over a period of 3 years, upon closing of the option agreement (the “Agreement”) according to the following terms: An initial payment of $50,000, half of which in shares, within five (5) business days of the Effective Date of the Contract; A payment of $100,000, half of which in shares, no later than the 1st anniversary of the Effective Date of the Contract; A payment of $140,000, half of which is in shares, no later than the 2nd anniversary of the Effective Date of the Agreement; A payment of $210,000 in shares, no later than the 3rd anniversary of the Effective Date of the Contract; In order to exercise the First Option; Braunschweig Exploration will finance a total amount of $1,500,000 in Work Expenses according to the following schedule: A firm commitment of $300,000, no later than the first anniversary of the Effective Date; An aggregate of $600,000, no later than the 2nd anniversary of the effective date; An aggregate of $1,500,000, no later than the 3rd anniversary of the effective date; The second option allows BRW to acquire an additional 35% interest in the properties for a total consideration of $200,000 in cash or in shares over a period of 2 years when exercising the First Option under the following conditions:
An amount of $100,000 in cash, stock or a combination of both at BRW’s option no later than the 1st anniversary of the exercise of the first option
An amount of $100,000 in cash, stock or a combination of both at BRW’s option no later than the 2nd anniversary of the exercise of the first option
In order to exercise the second option; Braunschweig Exploration will finance a total amount of $2,000,000 in Work Expenses according to the following schedule:
An aggregate of $1,000,000no later than the 1st anniversary of the exercise of the first option
An aggregate of $1,000,000no later than the 2nd anniversary of the exercise of the first option
When executing the second option, BRW will retain a right of first refusal over Midland Exploration 15% ownership. In addition, Midland will not have to finance its pro rata exploration budget following the exercise of the second option until the construction of a mine.
The Company has entered into a debt settlement agreement with Robert Marchesdirector and officer of the Company (the “Debt Settlement”), to settle a $333,333 unpaid due in November 2022 on a convertible debenture issued in 2018 and maturing in September 2021by issuing 952,380 common shares of BRW at a deemed issue price of $0.35 per ordinary share. This Debt Settlement will be executed in shares in order to preserve the capital available to the Company.
The issuance of the common shares pursuant to the debt settlement is subject to the approval of the TSX Venture Exchange (the “TSX-V”). The common shares issued pursuant to the debt settlement are subject to a statutory hold period of four months and one day from the date of issuance of the common shares in accordance with applicable securities laws.
After debt settlement, Robert Marches will hold 44,235,572 common shares and 1,300,000 options of the Company, representing 27.4% of the outstanding common shares of the Company on a non-diluted basis and 28.0% of the outstanding common shares on a partially diluted basis, in assuming full exercise of the options.
The Debt Settlement will constitute a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 (the “Policy”) and Multilateral Instrument 61-101 – Protection of Minority Security Holders in operations (“MI 61-101”) adopted in the Policy. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of NI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of NI 61 -101 as the fair market value (as determined under NI 61-101) of the debt settlement does not exceed 25% of the market capitalization of the Company (as determined under NI 61-101).
Finally, the Company wishes to announce that it is committed Olivier Tielens assist the management team and the board of directors in the development of the company on a one-year consulting basis. BRW will grant 400,000 incentive stock options to the consultant. The award is subject to a three-year vesting period and a five-year term at an exercise price of $0.32. The stock options were granted pursuant to the Company’s stock option plan and are subject to applicable securities laws and TSX Venture Exchange Strategies.
The scientific and technical information contained in this press release has been reviewed and approved by Mr. Jeff HusseyDirector of Braunschweig Exploration. He is a professional geologist registered with the Quebec.
About Braunschweig Exploration
Braunschweig Exploration is a Montrealmining exploration company based in Montreal and listed on the TSX Venture Exchange under the symbol BRW. The Company is focused on basic exploration for lithium in Eastern Canada, a critical metal needed for global decarbonization and energy transition. The company is rapidly developing the broadest portfolio of base lithium properties in the Eastern Canada with stakes in Quebec, Ontario, New Brunswick and Newfoundland.
Mr. Killian Charles
E: [email protected]
Neither 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 release
Caution regarding forward-looking information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws based on expectations, estimates and projections as of the date of this press release. 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 inability to obtain governmental, environmental or other approvals required for the project ; uncertainties relating to the availability and costs of necessary financing in the future; changes in stock markets; inflation; commodity price fluctuations; delays in project development; other risks related to the mining exploration and development industry; and risks set forth in the Company’s public filings on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking information contained in this press release are reasonable, undue reliance should not be placed on such information, which speaks only as of the date of this press release, and no assurance can be given that such events will occur within the time frames disclosed 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, except 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 press release.
1100 Av. des Canadiens-de-MontrealOffice 300
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Email: [email protected]