Brigadier Announces Definitive Agreement to Acquire Quebec Lithium Interests

VANCOUVER, BC / ACCESSWIRE / December 19, 2022 / Brigadier Gold Limited (the "Company") (TSXV:BRG)(FSE:B7LM)(OTC PINK:BGADF) is pleased to announce that it has entered into a share exchange agreement (the "Definitive Agreement") dated December 16, 2022 with all the shareholders of 1000196193 Ontario Ltd. (the "Vendor"), a privately held corporation incorporated under the laws of Ontario, pursuant to which the Company has agreed to acquire all of the issued and outstanding Common shares from the shareholders of Vendor in exchange for 35,000,000 common shares of the Company ("Consideration Shares") subject to the terms and conditions set out in the Definitive Agreement (the "Transaction") and the approval of the TSX Venture Exchange (the "TSXV").

The Vendor has entered into an option agreement with 1Life Holdings Ltd., a private British Columbia corporation (the "Optionor"), dated November 8, 2022 (the "Option Agreement") to acquire a 100% undivided interest in the fifty-seven (57) mining claims, covering approximately 3,040 hectares, located in the Nemaska area of Quebec, approximately 160 kilometres west of James Bay, Quebec (the "Nemaska Property"), subject only to a 2% NSR and one-time Bonus (as defined below), in favor of the optionor.

Under the terms of the Definitive Agreement, the shareholders of the Vendor will exchange all of the issued and outstanding shares of the Vendor in exchange for 35,000,000 Consideration Shares at a deemed value equal to $0.025 per Consideration Share, being the market price of the Company's common shares as of the date of the Definitive Agreement, and cash payments to the Vendor's shareholders totalling $20,000. The Company has also agreed to pay to the Optionor, on behalf of the Vendor, $30,000 pursuant to the terms of the Option Agreement.

Closing of the Transaction is subject to certain conditions, including approval of the TSXV. The Transaction is an arm's length transaction for purposes of the policies of the TSXV and the Company expects that the Transaction will meet the criteria of an "Expedited Acquisition" pursuant to Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets of the TSXV's Corporate Finance Manual. In connection with the transaction and as consideration for the benefit provided by 2674792 Ontario Ltd.(the "Finder") in identifying and introducing to the Company the opportunity to complete the Transaction, the Company agreed to pay the arm's length Finder a finder's fee consisting of 2,450,000 common shares of the Company (the "Finder's Shares"). The Consideration Shares and the Finder's Shares issuable in connection with the Transaction will be subject to a four month hold period in accordance with applicable securities laws and TSXV policies.