NICOSIA, Cyprus, Feb. 9, 2021 /CNW/ – This news release is issued by Brunswick Gold Ltd (“Brunswick Gold“) pursuant to the early warning requirements of Canada’s National Instrument 62-104 and National Instrument 62-103 with respect to common shares of Otso Gold Corp. (the “Issuer“).
Brunswick Gold announces that it has completed an arm’s length private placement financing with the Issuer for a strategic investment of US$11 million (the “Financing“). Pursuant to the Financing, Brunswick Gold was issued 284,944,440 units of the Issuer (each, a “Unit“) at an issuance price equal to C$0.05 per Unit. Each Unit consisted of one common share (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“). Each Warrant entitles Brunswick Gold to purchase one Common Share at an exercise price equal to C$0.05 per Warrant for a period of five (5) years from the date of issuance. 25,904,040 of the Units issued by the Issuer to Brunswick Gold were used to settle the principal amount of a previous US$1 million unsecured, non-convertible loan from Brunswick Gold to the Issuer. The Financing was based on a C$/US$ exchange rate of C$1.29520 and was approved by the Issuer’s shareholders at an annual and special meeting of shareholders held on January 20, 2021.
Upon completion of the Financing, Brunswick Gold acquired beneficial ownership and control over 569,888,880 Common Shares (by virtue of its ownership and control of 284,944,440 Common Shares and 284,944,440 Warrants), representing approximately 46.03% of the issued and outstanding Common Shares on completion on a non-diluted basis and approximately 63.05% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise of all of the Warrants beneficially owned and controlled by Brunswick Gold.
Brunswick Gold acquired the Common Shares and the Warrants for investment purposes. As described in the management information circular prepared by the Issuer in connection with the Meeting and as provided pursuant to the terms of an investor rights agreement entered into between the Issuer and Brunswick Gold, the Issuer’s board of directors was reconstituted upon closing of the Financing to consist of the following seven directors: Brian Wesson, Clyde Wesson, Yvette Harrison and four nominees from Brunswick Gold (Vladimir Lelekov, Nicolas Pascault, Victor Koshkin and Martin Smith). Additionally, Mr. Vladimir Lelekov was appointed as Chairperson of the Board. The investor rights agreement also grants Brunswick Gold the right to designate a financial controller of the Issuer and certain other customary registration and pre-emptive subscription rights in respect of future sales of securities by the Issuer.
For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial and territorial securities legislation in connection with the Transaction, please go to the Issuer’s profile on the SEDAR website (www.sedar.com) or contact Andreas Orphanides at [email protected]. Brunswick Gold has its registered office at 2-4 Arch Makarios III Avenue, Capital Center, 9th Floor, Nicosia 1065, Cyprus.