Brixton Metals Corporation (TSX-V: BBB) (OTCQB: BBBXF) is pleased to announce that it has closed the final tranche of its oversubscribed non-brokered private placement for proceeds of approximately $5.3 million. The first tranche of the Offering closed on December 8, 2021 for proceeds of approximately $6.9 million, representing aggregate gross proceeds from both tranches of approximately $12.2 million.

Chairman and CEO of Brixton Metals, Gary R. Thompson said, “This raise is the largest single funding round to date by the Company and with these proceeds we will have the most significant exploration season at flagship Thorn Cu-Au-Ag-Mo Project in 2022. The budget will provide for up to 20,000m of drilling, additional geological, geochemical and geophysical surveys on the project. I wish to thank Brixton shareholders for their support.”

The Company’s second tranche closed for combined aggregate proceeds of $5,295,086.23 broken down as follows:

1. $2,030,000.00, through the issuance of 10,150,000 “flow-through” units at a price of $0.20 per FT Unit. Each FT Unit will consist of one common share and one half of a common share purchase warrant, each whole warrant being exercisable for an additional common share of the Company for $0.26 for 24 months from the date of issuance of the FT Units. The FT Units will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with the provisions of the Income Tax Act (Canada);
2. $2,702,206.43, through the issuance of 11,029,414 charity “flow through” units at a price of $0.245. Each Charity FT Unit will consist of one common share and one common share purchase warrant, each whole warrant being exercisable for an additional common share of the Company for $0.26 for 36 months from the date of issuance of the Charity FT Units. The Charity FT Units will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with the provisions of the Tax Act; and
3. $562,879.80, through the issuance of 3,127,110 units at a price of $0.18. Each Unit will consist of one common share and one common share purchase warrant, each whole warrant being exercisable for an additional common share of the Company for $0.26 for 36 months from the date of issuance of the Units.

In connection with the closing of the Second Tranche Private Placement, the Company issued 1,022,237 broker warrants exercisable at a price of $0.18 for 24 months and paid finders’ fees to eligible parties. The ‎finders acting in connection with the closing of the Second Tranche Private Placement including Haywood Securities Inc., and Accilent Capital Management Inc., collectively received a cash payment in the ‎aggregate amount of $46,632.00.

The aggregate gross proceeds raised from the FT Units and Charity FT Units of the Offering will be used for general exploration expenditures which will constitute Canadian exploration expenses ‎‎(within the meaning of subsection 66(15) of the Income Tax Act (Canada), that ‎will qualify as “flow through mining expenditures” within the meaning of the Tax Act. The Qualifying Expenditures will be renounced with an effective date ‎no later than December 31, 2021.‎

The proceeds from the Unit Offering will be used to fund ongoing project development expenditures, and for working capital and general corporate ‎purposes.‎

The focus of exploration expenditures are planned for the Company’s Thorn Project and to much lesser extent it’s Atlin Goldfields Project. Located in British Columbia, Canada.

An insider of the Company subscribed for a total of 1,000,000 Units. The ‎participation of insiders in the Second Tranche Private Placement constitutes a “related party transaction”, within the ‎meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security ‎Holders in Special Transactions. The Company has relied on the exemptions from ‎the formal valuation and minority shareholder approval requirements of MI 61-101 contained in ‎sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party participation in the ‎Second Tranche Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter ‎of, nor the fair market value of the consideration for, the transaction, insofar as it involved the ‎interested party, exceeded 25% of the Company’s market capitalization (as determined under MI ‎‎61-101).‎

All securities issued in connection with the Second Tranche Private Placement are subject to a hold period of four months ‎and one day from closing of the Second Tranche Private Placement. The Offering remains subject to final approval of the ‎TSX Venture Exchange.‎

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About Brixton Metals Corporation

Brixton is a Canadian exploration and development company focused on the advancement of its gold, copper and silver projects toward feasibility. Brixton wholly owns four exploration projects, the Thorn copper-gold-silver and the Atlin Goldfields Projects located in NWBC with a combined total of 3600sqkm of mineral tenure, the past producing Langis-HudBay silver-cobalt brownfield projects in Ontario and the past producing advanced stage Hog Heaven silver-gold-copper project in NW Montana, USA under farm-out to Ivanhoe Electric.