Brigadier Announces Definitive Agreement to Acquire Quebec Lithium Interests

VANCOUVER (BC) / ACCESSWIRE / Dec 19, 2022 / Brigadier Gold Limited ("the Company") BRGBBGADF is happy to announce that it has entered into a Share Exchange Agreement (the “Definitive Agreement”) dated December 16, 2022, with all shareholders of 1000196193 Ontario Ltd. (“Vendor”), a privately-held corporation incorporated under Ontario's laws. The Vendor will acquire 35,000,000 Consideration shares at a deemed to be the Company's as of the Market Price of its common shares at the Definion the Date of the Definit of the Vendor's of the Vendor's shares (the Company's shares). Cash payments to the Vendor to shareholders, which are totalling $30,000 to the Optionor (including approval by the TSXV). The Option Agreement also stipulates that the Vendor will pay $30,000 to the Company.
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The Transaction is considered an arm's-length transaction according to the policies of TSXV. The Company believes that the Transaction will satisfy the criteria for an "Expedited acquisition" under Policy 5.3 – Acquisitions and Dispositions Non-Cash Assets. The Company agreed to pay 2674792 Ontario Ltd. (the "Finder") a finder's fees consisting of 2,450,000 common stock shares of the Company ("Finder's Shares") as part of the transaction. The Transaction's Consideration Shares as well as the Finder's Shares will be subject to a four-month hold period, in accordance to applicable securities laws.
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The Vendor must also spend $130,000 on the Nemaska Property, including $30,000 within 60 calendar days of signing the Option Agreement. An additional $100,000 will be made on or before the third anniversary. The Option Agreement stipulates that the Vendor will make a one-time payment of $1 million to the Optionor, either in cash or shares, in the event that a report compliant to National Instrument 43-101 Standards of disclosure for Mineral Projects ("NI 43-101") identifies the Nemaska Property as having mineral resources exceeding $100,000,000. It is located in northern Quebec, 160 km east of James Bay and just outside of Nemaska. Quebec is an attractive location for lithium production because of its support sector, skilled labour and proximity to emerging markets in North America and Europe.
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Canada has also signed free trade agreements to the United States of America and the European Union. The Nemaska Property contains at least 20 white pegmatite sandstone outcrops. These are consistent with those of the Nemaska and Li-FT Power as well as the Critical Elements Lithium Projects. The Nemaska Property was subject to a large sampling effort by the Quebec government. The geological report reveals that these white pegmatites contain spodumene. Further exploration of the property is recommended to identify additional pegmatite outcrops and spodumene occurrences.Qualified PersonMr
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Forward-looking statements are about future events and future performance. They reflect management's expectations or beliefs regarding future events.
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Forward-looking information and statements can generally be identified using forward-looking terminology, such as "intends", "anticipates", and variations thereof. These words and phrases, or statements that certain actions or events "may", “could”, "should"," "would", or "occur", are forward-looking statements. Forward-looking statements are those that relate to the completion of the Transaction as it is proposed or the obtaining TSXV consent. There is no guarantee that the Transaction will occur as planned. Forward-looking statements are not guaranteed and may prove to be inaccurate. Actual performance could also be affected by many factors beyond the Company's control.
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These factors include risks and uncertainties related to Company's ability and willingness to pay all required payments and expenditures under its mineral property options agreements. There are also risks and uncertainties that relate to future exploration, development, or mining results. The Company believes the factors and assumptions used to prepare the forward-looking information contained in this news release were reasonable. However, undue dependence should not be placed upon such information as it only covers the date of the news release and cannot be guaranteed that such events will take place in the timeframes or at all. The Company expressly disclaims any obligation or intention to revise forward-looking statements, whether or not they are affected by new information.
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Securities have not been or will not be registered under United States Securities Act of 1983, as amended ("the "U.S. Securities Act") and any state securities laws. Securities may not be offered or sold in the United States to U.S. citizens unless they are registered under U.S.
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Securities Act and any applicable state securities laws, or an exemption from such registration, are available.SOURCE - Brigadier Gold LimitedView the source version at accesswire.com: ___URL