Brigadier to buy Mozambique Gold for $325,000, warrants

2012-03-29 07:28 PT - News Release
Shares issued 32,918,299
BRG Close 2012-03-23 C$ 0.05

Mr. Grant Hall reports

BRIGADIER GOLD ANNOUNCES MOZAMBIQUE LOI AND PRIVATE PLACEMENT FINANCING

Brigadier Gold Ltd. has signed a letter of intent respecting a purchase of all the outstanding shares and debt of Mozambique Gold Corp., a private Vancouver-based corporation owned by an arm's-length investor, which owns proprietary due diligence information, research material and reports on several gold exploration projects in Mozambique. The only debts of MGC are shareholder loans in the amount of approximately $325,000 incurred to purchase the diligence information. The purchase price for the shares and loans is the payment of $325,000 in cash and the issuance of special warrants ("Special Warrants") entitling the vendors to acquire 7,500,000 treasury shares of Brigadier at a price of $0.05 per share. The Special Warrants would have a 24 month term and shall only be exercisable if after completion of the share purchase Brigadier successfully negotiates the acquisition of an exploration right that is described in the diligence materials. The purchase of Mozambique Gold is conditional on successful completion of the private placement financing described below.

Brigadier is also announcing it intends to complete a non-brokered private placement of 6.5 million shares to raise $325,000 to fund the cash portion of the purchase price through the issuance of units at a price of $0.05 per Unit, where each Unit consists of one common share and one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder to purchase one common share over a two-year period at a price of $0.10 per common share.

All securities issued in connection with the offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws. The offering is subject to the approval of the TSX Venture Exchange and required regulatory approvals. The finders' fee warrants are subject to the same terms.