Brigadier Gold Limited
TSX VENTURE : BRG.H
NEX BOARD : BRG.H

Brigadier Gold Limited

May 01, 2017 16:05 ET

Brigadier Gold Closes Private Placement

TORONTO, ONTARIO--(Marketwired - May 1, 2017) - Brigadier Gold Limited ("Brigadier" or the "Company") (NEX:BRG.H) is pleased to announce the closing of a private placement offering (the "Offering") of $1,000,000 of gross proceeds based on the issuance of up to 10,000,000 units (the "Units") at a price of $0.10 per Unit. Each Unit consists of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one (1) common share at an exercise price of $0.20 until May 1, 2018. The Company has the right to accelerate the expiry date of the Warrants if, at any time, the closing price of the common shares of the Company on the TSX Venture Exchange is at least $0.30 for twenty (20) consecutive days, and the 20th trading day is at least four (4) months from May 1, 2017. In the event of acceleration, the expiry date will be accelerated to a date that is thirty (30) days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid arm's length finder's fees of $43,200 and issued finders a total of 432,000 Warrants. The Common Shares and Warrants are subject to a resale restriction until September 2, 2017. Closing of the Offering remains subject to receipt of all necessary regulatory approvals, including final approval of the TSX Venture Exchange.

Certain directors of the Company acquired a portion of the Offering, and their participation (the "Insider Participation") is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Insider Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The net proceeds of the private placement will be used for the repayment of debt as well as for general corporate purposes while the Company continues to evaluate various corporate strategies and opportunities.

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.

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