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WINNIPEG, MB / ACCESS Newswire / June 18, 2025 / Bird River Resources Inc. (the "Company") (CSE:BDR) announces that it has closed a first tranche of a non-brokered best efforts private placement financing (the "Offering") of common shares in the capital of the Company (the "Common Shares") for aggregate gross proceeds of approximately $312,647.
All currency references in the news release are in Canadian currency unless otherwise noted.
The Offering consisted of the issuance of 3,908,091 Common Shares at a price of $0.08 per Common Share. No finders fees or commissions were paid in connection with the Offering. The gross proceeds of the Offering will be used for general corporate and working capital requirements of the Company.
The Common Shares were issued by way of a private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued pursuant to the Offering are subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.
The Offering will result in the issuance of Common Shares to Mel Reznick, a director of the Company ("Mr. Reznick") and will constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Company's securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and the fair market value of the Common Shares issued to Mr. Reznick does not exceed 25% of the Company's market capitalization.
Early Warning Disclosure
In connection with the Offering, Mr. Reznick acquired Common Shares in the aggregate principal amount of $74,434.24 (the "Principal Amount") pursuant to a subscription agreement entered into between the Subscriber and the Company, therefore, acquiring 930,428 Common Shares.
Immediately prior to the Offering, Mr. Reznick had beneficial ownership of 2,750,000 Common Shares of the Company, representing approximately 8.71% of the issued and outstanding Common Shares on a non-diluted basis. Immediately after the Offering, Mr. Reznick has beneficial ownership of an aggregate total of 3,680,428 Common Shares, representing approximately 10.37% of the issued and outstanding Common Shares on a non-diluted basis.
Mr. Reznick acquired the Common Shares pursuant to the Offering for investment purposes and intends to review his investment in the Company on a continuing basis. Depending upon a number of factors including market and other conditions, Mr. Reznick may from time to time increase or decrease his beneficial ownership, control, direction or economic exposure over securities of the Company.
This news release is being issued under the early warning provisions of Canadian securities legislation. An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where the Company is reporting and will be available on SEDAR+ at www.sedarplus.ca.
The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Bird River
Established in 1958, Bird River is a Winnipeg, Manitoba based diversified resource company which currently holds a net royalty smelter interest in a platinum palladium property in the Bird River Sill area of northeastern Manitoba near the Ontario border. Management and the Board of Directors are currently focused on the resource industry. Additional information regarding the Company is available at www.sedarplus.ca.
For further information, please contact:
Jon Bridgman, CEO & Director
Bird River Resources Inc.
Tel: 1-877-587-0777
Email: jonbirdriver@gmail.com
Cautionary Note Regarding Forward Looking Statements
This news release contains certain "forward-looking statements" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends" or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be considered forward-looking statements.
Examples of forward-looking statements in this news release include, amongst others, the anticipated use of the proceeds from the Offering. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
Neither the CSE nor its market regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Bird River Resources Inc.
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