Brixton Metals Corporation (TSX-V: BBB) (OTCQX: BBBXF) is pleased to announce that it has closed a first tranche of a non-brokered private placement offering of national flow-through shares in the capital of Brixton and critical mineral flow-through shares in the capital of Brixton. In connection with closing the first tranche of the Offering, the Company has issued 1,323,545 FT Shares at a price of $0.68 per FT Share and 4,978,874 CMFT Shares at a price of $0.71 per CMFT Share, for combined gross proceeds of $4,435,011.14.
The gross proceeds from the sale of FT Shares will be used to incur “Canadian exploration expenses” and “flow-through mining expenditures” as defined in the Income Tax Act (Canada). The gross proceeds from the CMFT Shares will be used to incur “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Act. Exploration expenditures are mainly for exploration and drilling at the Company’s Thorn Copper-Gold Project in British Columbia and the Langis Silver-Cobalt Project in Ontario.
In connection with the Offering, the Company paid $54,000.60 and issued 79,412 non-transferable common share purchase warrants to arm’s length parties who assisted in introducing subscribers to the Offering. Each Compensation Warrant is exercisable to acquire one common share in the capital of the Company at an exercise price of $0.68 until October 30, 2028.
All securities issued in connection with the Offering are subject to a hold period of four months and one day expiring on March 1, 2027 pursuant to applicable Canadian securities laws. The Company intends to complete a further tranche of the Offering and will provide additional details once complete.
A director of the Company participated in the Offering in the amount of 49,295 CMFT Shares. Participation in the Offering by an insider of the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The issuance of securities to the insider of the Company is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that the fair market value of the consideration of the securities issued to the insider of the Company does not exceed twenty-five percent of the Company’s market capitalization, calculated in accordance with MI 61-101. The Company did not file a material change report at least 21 days in advance of the closing of the Offering as the participation of such director in the Offering had not been confirmed at that time.
About Brixton Metals Corporation
Brixton Metals is a Canadian exploration company focused on advancing its mining projects. Brixton wholly owns five exploration projects: the Langis and Hudson Bay silver Projects in Ontario; the Thorn copper-gold-silver-molybdenum Project in NW British Columbia; the Hog Heaven copper-silver-gold Project in NW Montana, USA, which is optioned to Ivanhoe Electric Inc.; and the Atlin Goldfields Project in northwest BC. Brixton holds an option to acquire a 100% interest in the silver-focused Silvergruvan Project in Sweden. Brixton Metals Corporation shares trade on the TSX-V under the ticker symbol BBB, and on the OTCQX under the ticker symbol BBBXF. For more information about Brixton, please visit our website at www.brixtonmetals.com.
On Behalf of the Board of Directors
Mr. Gary R. Thompson, Chairman and CEO
info@brixtonmetals.com
For Investor Relations inquiries, please contact: Mr. Michael Rapsch, Vice President Investor Relations. email: michael.rapsch@brixtonmetals.com or call Tel: 604-630-9707.
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