Vancouver, British Columbia – January 25th, 2023. Brigadier Gold Limited (the “Company“, or “Brigadier“) (TSXV: BRG | FSE: B7LM | USA: BGADF) is pleased to provide an update on its share exchange transaction previously announced December 16, 2022.
On December 16, 2022, the Company announced that it had 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 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, 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 Transaction is an arm’s length transaction for purposes of the policies of the TSXV and the Company has confirmed that the TSXV has determined that the Transaction is a “Fundamental Acquisition” pursuant to Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets of the TSXV’s Corporate Finance Manual and is reviewable on that basis. The Company had initially applied for the Transaction to be approved as an “Expedited Acquisition”, defined under Policy 5.3.
In connection with the TSXV’s review, the Company intends to submit a technical report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (the “Technical Report“). Completion of the Transaction will be subject to the TSXV’s satisfactory review of the Technical Report, as well as the completion of all other TSXV conditions and the closing conditions of the Definitive Agreement.
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 “Nemaska2 Property“), subject only to a 2% NSR and one-time bonus in favor of the Optionor. For further information about the Transaction, please see the Company’s news release Dated December 16, 2022.
“We are excited to begin work to complete the transaction of the Nemaska2 Property. Completing the Technical Report will add valuable information to the Company which will help direct us favourably upon the anticipated completion of the acquisition”, stated Robert Birmingham, Chief Executive Officer and President of Brigadier.
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 Nemaska2 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 Nemaska2 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 the preparation of the Technical Report and completion of the Transaction as proposed or obtaining TSXV approval 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.