2022-11-24 | TSXV:BWR | Press Release

TORONTO, Nov. 24, 2022 (GLOBE NEWSWIRE) — BWR Exploration Inc. (TSX.V: BWR) (“BWR extension” or the “Agency”) announces that it has launched an unbrokered share offering (the “Unit offer”) up to 8,000,000 units (the “Unit”) listed below at a price of $0.03 per Unit. Each Quota will consist of one ordinary share (a “Common share”) of the Company and a half mandate to purchase Common Shares (a “Half Warrant”). Two Half Warrants include a mandate to purchase Common Shares (a “FullMandate”) of the Company. Each Full Warrant will expire 36 months from the issue date (the “FullExpiry date of the mandate”) and will entitle its holder to purchase one Ordinary Share (one “FullShare the mandate”) at the price of $0.06 per Full Warrant Share within 24 months of the closing of the Unit Offering and for the period of 24 months plus one day from the closing of the Unit Offering until the Expiration Date Full Warrant at the price of $0, 10 per Full Warrant Share. The unit offering is for aggregate proceeds up to $240,000.

While the Offering of Units is being made by the Company on an unbroken basis, the Company may pay finder’s fees to third parties on arm’s length consisting of: (i) cash fee up to 8% of the gross proceeds of the Unit Offering ; and (ii) broker warrants (“Broker guarantees”) for an amount up to 8% of the total number of Units issued as part of the Unit Offer. Each Broker Warrant will entitle its holder to purchase one Common Share of the Company at the Exercise Price of $0.06 for 24 months from the date of issue.

Proceeds from the unit offering will be used for general corporate purposes, including the advancement of exploration programs on the company’s projects in Canada, with particular focus on the Little Stull Lake Gold project located in northeast Manitoba. A statutory holding period of four months plus one day will apply to all securities issued in connection with the Quota Offer. The unitary offering is subject to TSX Venture Exchange and regulatory approval. Closing is expected around December 15, 2022 or other date that the Company may determine, also in various tranches.

This press release does not constitute an offer to sell or a solicitation of an offer to sell 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 “US Securities Act”) or any state securities law and may not be offered or sold in the United States or to US Persons a unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.

BWR Exploration Inc. is a public company focused on the exploration of 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, in Canada. BWR’s management comprises an established group of exploration/mining specialists with many decades of operational experience in the minor resource industry. There are currently 101,442,461 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, visit our website:

http://www.bwrexploration.com or call/email:

Neil Novak, P.Geo., President, CEO and Director,

BWR Exploration Inc.

82 Richmond Street

Toronto, SU M5C 1P1

Office: 416-848-6866

[email protected]

For information on this loan, please contact:

Charles Desjardins,

Paradox Investor Services Inc.

Office: 514-341-0408

[email protected]

Cautionary and forward-looking statements

This press release includes certain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) pursuant to applicable Canadian securities laws. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding the Unit Offering and the proposed uses of the Unit Offering proceeds, are forward-looking statements. While the Company believes such statements to be 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 “proforma,” “plans,” “expects,” “will,” “may,” “should,” “budget,” “planned,” “estimate.” “, “forecasts,” “intends,” “anticipates,” “believes,” “potential,” or variations of these words, including negative variations thereof, and phrases referring to certain actions, events, or outcomes that could, could, could, could or will happen or be taken or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the Company’s actual results, performance or achievements 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 assumptions the Company believes are reasonable. These assumptions include, but are not limited to: TSX Venture Exchange acceptance of the Unitary Offer; market acceptance and approvals; and the early closing date of the Offer. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause the Company’s actual results, level of business, performance or results to differ materially 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 conditions of the capital market and market prices of securities; delay or non-receipt of 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 skilled and skilled workforce 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 could cause actual results to differ materially from forward-looking information is available in the Company’s disclosure documents on the System for Electronic Document Analysis and Retrieval (“SEDAR”) website located at www.sedar.com. While the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that could cause results to not be as anticipated, estimated, or anticipated. Readers are cautioned that the above list of factors is not exhaustive. Readers are also cautioned not to place undue reliance on forward-looking information as there can be no assurance that any plans, intentions or expectations upon which they are based will materialize. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the Company’s expectations as of the date of this press release and, accordingly, is subject to change after this 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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