BWR Exploration Inc. (TSX.V: BWR) (“
BWR” or the
“
Company”) is pleased to announce the closing of
its first tranche of the non-brokered, unit offering previously
announced on November 24, 2022 (the “
Unit
Offering”) comprising of a total of 1,868,000 units (the
“
Units”) set out below at a price of $0.03 per
Unit for aggregate gross proceeds of $56,040. No finders’ fees were
issued as part of this first tranche. The Company is extending the
date of closing of additional tranches on the same terms no later
than February 8, 2023, to raise aggregate proceeds of up to
$240,000.
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 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
103,310,461 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. EToronto, ON M5C 1P1Office:
416-848-6866nnovak@bwrexploration.com
For information regarding this financing please contact:
Carl Desjardins, Paradox Investor Services Inc.Office:
514-341-0408carldesjardins@paradox-pr.ca
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.
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