Vancouver, British Columbia – December 19, 2022. Brigadier Gold Limited (the “Company“) (TSXV: BRG | FSE: B7LM | USA: BGADF) is pleased to announce that it has entered into a share exchange agreement (the “Definitive Agreement“) dated December 16, 2022 with all the shareholders of 1000196193 Ontario Ltd. (the “Vendor“), a privately held corporation incorporated under the laws of Ontario, pursuant to which the Company has agreed to acquire all of the issued and outstanding Common shares from the shareholders of Vendor in exchange for 35,000,000 common shares of the Company (“Consideration Shares“) subject to the terms and conditions set out in the Definitive Agreement (the “Transaction“) and the approval of the TSX Venture Exchange (the “TSXV“).
The Vendor has entered into an option agreement with 1Life Holdings Ltd., a private British Columbia corporation (the “Optionor“), dated November 8, 2022 (the “Option Agreement“) to acquire a 100% undivided interest in the fifty-seven (57) mining claims, covering approximately 3,040 hectares, located in the Nemaska area of Quebec, approximately 160 kilometres west of James Bay, Quebec (the “Nemaska Property“), subject only to a 2% NSR and one-time Bonus (as defined below), in favor of the optionor.
Under the terms of the Definitive Agreement, the shareholders of the Vendor will exchange all of the issued and outstanding shares of the Vendor in exchange for 35,000,000 Consideration Shares at a deemed value equal to $0.025 per Consideration Share, being the market price of the Company’s common shares as of the date of the Definitive Agreement, and cash payments to the Vendor’s shareholders totalling $20,000. The Company has also agreed to pay to the Optionor, on behalf of the Vendor, $30,000 pursuant to the terms of the Option Agreement.
Closing of the Transaction is subject to certain conditions, including approval of the TSXV. The Transaction is an arm’s length transaction for purposes of the policies of the TSXV and the Company expects that the Transaction will meet the criteria of an “Expedited Acquisition” pursuant to Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets of the TSXV’s Corporate Finance Manual. In connection with the transaction and as consideration for the benefit provided by 2674792 Ontario Ltd. (the “Finder“) in identifying and introducing to the Company the opportunity to complete the Transaction, the Company agreed to pay the arm’s length Finder a finder’s fee consisting of 2,450,000 common shares of the Company (the “Finder’s Shares“). The Consideration Shares and the Finder’s Shares issuable in connection with the Transaction will be subject to a four month hold period in accordance with applicable securities laws and TSXV policies.
Option Agreement Terms
Under the terms of the Option Agreement, in order to acquire a 100% interest in and to the Nemaska Property, subject to a 2% NSR and Bonus in favor of the Optionor, the Vendor must pay an aggregate of $190,000, including $20,000 within seven days of the effective date of the agreement (which has been paid by the Vendor); $20,000 upon completion of an initial assessment report, and $50,000 on each of the first, second and third anniversaries of the date of the Option Agreement. The Vendor must also incur aggregate expenditures on the Nemaska Property in the amount of $130,000, including $30,000 within 60 days of signing the Option Agreement, and an additional $100,000 on or before the third anniversary of the effective date. Under the terms of the Option Agreement, the Vendor has agreed to make a one-time payment to the Optionor in the amount of $1 million, in cash or shares of the Vendor, in the event a report compliant with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101“) establishes mineral resources valued over $100,000,000 with respect to the Nemaska Property (the “Bonus“).
About the Nemaska Property
The 3,040-hectare Nemaska Property is located adjacent to Li-Ft Power Lithium Project, Critical Elements Lithium and West of Nemaska Lithium (Whabouchi Project), located in northern Québec, approximately 160 km east of James Bay, just outside of Nemaska. Québec is a highly attractive investment destination for lithium production due to its supportive resource development sector, access to skilled labour and its proximity to the emerging European and North American electric vehicle markets. Canada also has free trade agreements with the United States and the European Union.
The Nemaska Property hosts at least 20 white pegmatite outcrops, most over 900-1000 meters squared and consistent with that of the Nemaska, Li-FT Power and Critical Elements Lithium Projects. The Quebec government carried out a large sampling program over the Nemaska Property and the geological report points to these white pegmatites containing spodumene. Further exploration of the property is recommended to identify additional pegmatite outcrops and spodumene occurrences.
Mr. Garry Clark, P. Geo., a member of the Company’s Board of Directors, a “Qualified Person” under NI 43-101, is responsible for the technical contents of this news release and has approved the disclosure of the technical information contained herein.
For further information, please contact:
Brigadier Gold Limited
Robert Birmingham, Chief Executive Officer
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 release.
Forward-Looking Information Cautionary Statement
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements include those relating to completion of the Transaction as proposed or obtaining TSXV consent for the Transaction, as there is no assurance the Transaction will be completed as planned or at all. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to Company’s ability to complete all payments and expenditures required under its mineral property option agreements; and other risks and uncertainties relating to the actual results of current exploration activities; the possibility that future exploration, development or mining results will not be consistent with adjacent properties and the Company’s expectations; operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); environmental and regulatory requirements; availability of permits, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, political risks, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks involved in the mineral exploration industry, and those risks set out in the filings on SEDAR made by the Company with securities regulators. Although the Company 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 Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, other than as required by applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.