2022-09-01 | TSXV:BBB | Press release

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Not for distribution to United States news services or dissemination in the United States

VANCOUVER, British Columbia, Sept. 01, 2022 (GLOBE NEWSWIRE) — Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) (the “Company” or “Brixton”) announces that, subject to final approval by the TSX Venture Exchange, the Company has closed the first tranche of a non-brokered private placement for combined aggregate proceeds of $3,513,538.00 (“First Tranche Private Placement“) distributed as follows :

a) $3,436,048.00 through the issuance of 21,475,300 “flow-through” units (“FT units”) at a price of $0.16 per FT unit. Each FT Unit will consist of one common share and one-half (1/2) common share purchase warrant, each whole warrant being exercisable for one additional common share of the Company for $0.20 during 24 months from the date of issue of the FT Units. The FT Units will allow their holder to benefit from the tax advantages applicable to flow-through shares, in accordance with the provisions of the income tax law (Canada) (the “TaxLaw”); and

b) $77,490.00 by issuing 574,000 Units (“Units”) at a price of $0.135. Each unit will consist of one common share and one common share purchase warrant, with each whole warrant exercisable for one additional common share of the Company at a price of $0.20 for 24 months from the date of issue of the units.

Brixton’s current major shareholder, Crescat Capital, has subscribed for a total of 11,111,112 Units, which will form part of the second tranche of the Offering. Crescat Capital’ subscription is subject to final acceptance by the TSX Venture Exchange, as Crescat Capital will constitute a new “insider” as defined in applicable securities laws, of Brixton following the completion of the second portion of the private placement.

In connection with the closing of the first tranche private placement, the Company issued 1,322,958 broker warrants exercisable at a price of $0.16 for 24 months from the date of issuance and paid intermediaries financial’ fees totaling $210,812.28 to GloRes Securities Inc. and Accilent Capital Management Inc.

The first tranche private placement is part of a larger offering for an aggregate total of up to $5,250,000.00 (the “Offer”) (and the Company reserves the right to increase the size of its offering of units by up to 20% subject to regulatory approval). The offer will consist of a combination of traditional units and FT units.

The second tranche for the balance of the offering is expected to close on or around September 15, 2022.

The aggregate gross proceeds generated by the FT Units will be used for general exploration expenditures on the Company’s Thorn Project, located in British Columbia, which will constitute exploration expenditures in Canada (as defined in subsection 66(15) of the Act Tax Act (Canada) (the “Tax Act” ), which shall be deemed to be “transferable mining expenses” within the meaning of the Tax Act (the ‎‎”Eligible expenses”). Qualifying Expenses will be waived with an effective date no later than December 31, 2022.‎

The net proceeds from the offering of units will be used to fund ongoing exploration expenditures at the Thorn Copper-Gold Project, as well as for working capital and general corporate purposes.

All securities issued under the First Tranche Private Placement are subject to a hold period of four months and one day from the closing of the First Tranche Private Placement. The private placement of the first tranche remains subject to final approval by the ‎TSX Venture Exchange.‎

This press release does not constitute an offer of securities for sale in the United States. The securities offered have not been and will not be registered in the United States Securities Act of 1933as amended, and such securities may not be offered or sold in the United States absent United States registration or an applicable exemption from United States registration requirements.

About Brixton Metals Corporation

Brixton Metals is a Canadian exploration company focused on advancing its mining projects towards feasibility. Brixton wholly owns four exploration projects: Brixton’s flagship Thorn copper-gold-silver-molybdenum project, the Atlin Goldfields projects located in northwestern British Columbia (under option on Pacific Bay Minerals), the Langis-HudBay silver-cobalt project in Ontario, and the Hog Heaven copper-silver-gold project in northwestern Montana, United States (optioned by Ivanhoe Electric Inc. Brixton Metals shares Corporation trade on the TSX-V under the ticker symbol BBB and on the OTCQB under the ticker symbol BBBXF.To learn more information about Brixton, please visit our website at www.brixtonmetals.com.

On behalf of the Board of Directors

Mr. Gary R. Thompson, P. Geo., President and CEO

Tel: 604-630-9707 or email: [email protected]

For Investor Relations, please contact Mitchell Smith, Vice President of Investor Relations

Such. 604-630-9707 or email: [email protected]

Caution note

Neither the 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.

The information contained in this press release may imply forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future and not past events. In this context, forward-looking statements often deal with expected future business and financial performance and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” , statements that an action or event “may”, “could”, “might”, “should”, or “will” be taken or occur, including statements which address the potential amount and/or mineral quality, potential size and expansion of a mineralized zone, proposed timing of exploration and development plans, or other similar expressions All statements, including statements regarding the approval other than statements of historical fact included herein, including without limitation statements regarding the offering, product use, by their nature, forward-looking statements involve known and unknown risks. known, uncertainties and other factors that may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements . These factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; commodity price fluctuations; the title matters; and additional risks identified in the Company’s Annual Information Form or other reports and documents filed with the TSXV and applicable Canadian securities regulators. Forward-looking statements are made based on the beliefs, estimates and opinions of management as of the date the statements are made and the Company undertakes no obligation to update any forward-looking statements if such beliefs, estimates and opinions or other circumstances were to change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAW, IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWS SERVICES OR DISTRIBUTION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND CANNOT BE OFFERED OR SOLD IN THE STATES UNITED STATES OR TO AMERICAN PERSONS UNLESS REGISTERING OR EXEMPT. .

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