BRS Resources Ltd.

November 07, 2011 09:00 ET

BRS Resources Announces Closing of $6,000,000 Private Placement

Also Announces Appointment of New Director

DALLAS, TEXAS--(Marketwire - Nov. 7, 2011) - BRS Resources Ltd. –


BRS Resources Ltd. (TSX VENTURE:BRS) ("BRS" or the "Company") today announces that it has completed a private placement (the "Private Placement") to two subscribers consisting of the issuance of convertible notes in the aggregate principal amount of $6,000,000 (each, a "Note") and 10,000,000 share purchase warrants (each, a "Warrant"), the terms of which were previously announced in the Company's press release dated November 3, 2011.

Subject to the approval of the Company's shareholders (the "Shareholder Approval"), which the Company intends to obtain by way of written consent of a majority of its shareholders, and the approval of the TSX Venture Exchange (the "Exchange"), a new control person of the Company will be created as a result of the Private Placement.

The subscribers will be prohibited from converting any portion of the Notes or exercising any portion of the Warrants that will result in their collectively holding more than 19.9% of the Company's issued and outstanding common shares of the Company (the "Shares") prior to the Shareholder Approval being obtained.

In connection with the Private Placement, the Company has agreed to pay a finder's fee to Energy Capital Solutions LLC ("ECS"), consisting of a cash payment and the issuance of warrants, pursuant to the terms of an engagement letter between the Company and ECS as previously disclosed by press release dated October 7, 2011.

All securities issued in connection with the Private Placement, including the finder's warrants issued to ECS, will be subject to a minimum hold period of four months and one day from the closing of the Private Placement (the "Closing") under applicable securities laws.

Appointment of New Director

The Company also announces that it has appointed Christopher Haga to the board of directors of the Company (the "Board"). Mr. Haga is the nominee of the subscribers to the Private Placement, who were given the right to appoint one director to the Board at Closing.

Mr. Haga is a portfolio manager at Carlson Capital, L.P. ("Carlson"), an asset-management firm based in Dallas, Texas. Mr. Haga, who joined Carlson in 2003, has 22 years of experience in public and private investing, investment banking and structured finance. His role at Carlson includes public and private investing in financial institutions, energy companies and special situations. Prior to Carlson, Mr. Haga held investment banking and principal investing roles at RBC Capital Markets, Stephens, Inc., Lehman Brothers (London) and Alex. Brown & Sons. Mr. Haga holds a B.S. in Business Administration from the University of North Carolina at Chapel Hill and an M.B.A. from the University of Virginia.

The subscribers to the Private Placement will also be entitled to appoint a second member to the Board upon receipt of approval of the shareholders of the Company (excluding the subscribers) for a further increase in the size of the Board. If the subscribers' collective equity interest in the Company drops below 28% of the issued and outstanding Shares (on a partially diluted basis), then the Company may require that one of their appointees resigns, although the subscribers will retain an observer status on the Board. If the subscribers' collective equity interest in the Shares drops below 14% of the issued and outstanding Shares (on a partially diluted basis), then the Company may require that both of such appointees resign.


BRS is listed on the TSX Venture Exchange under the symbol "BRS". The Company is an independent international oil and gas company focused on the development and production of oil and natural gas reserves.


Steve Moore, President/CEO

Neither 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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