Berkwood Private Placement


November 7, 2019, VANCOUVER, B.C. – Berkwood Resources Ltd. (TSX-V: BKR, FSE: BK2N (WKN: A2DNV4) (“Berkwood” or the “Company”) announce that as a result of current market conditions, the Company will be making an application to the TSX Venture Exchange (the “Exchange”) for a waiver to the private placement price as the proposed subscription price is below the minimum allowed pursuant to the policies. The Company intends to offer a combination of units and flow through units for gross proceeds of up to $800,000. Up to 16,000,000 common share units (“units”) of the Company will be offered at a price of $0.025 per unit to raise gross proceeds of up to $400,000. Each unit will consist of one (1) common share and one common share purchase warrant (“Warrant”). Each full warrant shall entitle the holder to acquire one (1) common share at a price of $0.05 for a period of 24 months. Up to 13,333,334 flow through units (“FT Units”) will be offered at a price of $0.03 per FT Unit for gross proceeds of up to $400,000. Each FT Unit will consist of one (1) flow-through common share and one common share purchase warrant (“Warrant”). Each full warrant shall entitle the holder to acquire one (1) common share at a price of $0.05 per share for a period of 24 months.

The gross proceeds from the issuance of the FT Units will be used for Canadian exploration expenses and will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada), which will be renounced to the subscribers with an effective date no later than Dec. 31, 2019, to the initial purchasers of the offered securities in an aggregate amount not less than the gross proceeds raised from the issue of the flow-through shares, as applicable, and, if the qualifying expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the qualifying expenditures as agreed.

The Company intends to use the $400,000 FT proceeds from the private placement for exploration on its Lac Gueret Property, Quebec and $400,000 working capital will be allocated as follows (1) $10,000 regulatory fees; (2) $45,000 office rent; (3) $30,000 business development; (4) $15,500 advertising; (5) $40,000 travel; (6) $40,000 marketing; (7) $16,000 shareholder communication; (8) $45,000 administration; (9) $6,000 transfer agent fees; (10) $15,000 legal; (11) $80,000 management fees; (12) $20,000 investor and shareholder relations; (13) $30,000 audit; and (14) $7,500 unallocated/miscellaneous. While the Company intends to spend the net proceeds from the offering as stated above, there may be circumstances where, for sound business reasons, funds may be reallocated at the discretion of the Board.

The Company may pay commissions in accordance with the policies of the TSX-V.

The closing of the private placement, the issuance of the securities and the finder’s fees are subject to the approval of the TSX Venture Exchange.

About the Company: Berkwood is engaged in exploration for the commodities that enable the modern revolution in essential technologies. These technologies are dependent upon the ethical mining and supply of naturally occurring elements and minerals that enhance the performance of energy storage systems and permit the development and miniaturization of new electronics and structural components for the new suite of innovative tools. The Company is led by a team with collectively over 200 years experience and whose members have been involved with the discovery of several producing mines.

On Behalf of the Board of Directors
Berkwood Resources Ltd.

Signed: “Thomas Yingling”

President, CEO & Director

Investor Relations: or 1-604-343-7740

Disclaimer for Forward-Looking Information:

Certain statements in this release are forward-looking statements, which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions, which may prove to be incorrect.

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.