Brunswick Gold Ltd Acquires Additional Units of Otso Gold Corp.

NICOSIA, Cyprus, Oct. 21, 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").

As previously announced by the Issuer, Brunswick Gold completed an arm's length private placement financing with the Issuer for an additional strategic investment of US$5 million (the "Financing"). Pursuant to the Financing, Brunswick Gold was issued 105,650,000 units of the Issuer (each, a "Unit") at an issuance price equal to C$0.06 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$0.08 per Warrant for a period of five (5) years from the date of issuance. The Financing was conducted on a private placement basis pursuant to the rules of the TSXV and was based on a C$/US$ exchange rate of 1.2678.

Prior to completion of the Financing, Brunswick Gold beneficially owned and controlled 569,888,880 Common Shares, representing approximately 63.05% of the issued and outstanding Common Shares on completion on a non-diluted basis. Upon completion of the Financing, Brunswick Gold acquired beneficial ownership and control over 781,188,880 Common Shares (by virtue of its ownership and control of 675,538,880 Common Shares and 105,650,000 Warrants), representing approximately 66.91% of the issued and outstanding Common Shares on completion on a non-diluted basis and approximately 70.05% 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 previously described in the management information circular prepared by the Issuer in connection with its annual and special meeting of shareholders held on January 20, 2021 and as provided pursuant to the terms of an investor rights agreement dated December 13, 2020 between the Issuer and Brunswick Gold, the Issuer's board of directors was reconstituted on February 8 2021 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.

SOURCE Brunswick Gold Ltd

For further information and to obtain a copy of the updated early warning report filed by Brunswick Gold 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.