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Brixton Metals Corporation (TSX- V: BBB, OTCQX: BBBXF) (the "Company" or "Brixton") is pleased to announce that it has closed the first tranche of its non-brokered private placement offering (the "Offering"). In connection with closing of the first tranche, the Company has issued 6,779,767 units (each, a "Unit") at a price of $0.66 per Unit, for gross proceeds of $4,474,646.22.
Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (each, a "Warrant"), with each Warrant exercisable to purchase one additional Common Share at an exercise price of $0.90 until August 15, 2029. The Warrants are subject to an accelerated expiry if, any time after the closing date of the Offering, the closing price of the common shares of the Company (the "Shares") on the TSX Venture Exchange ("TSXV"), or such other market as the Shares may trade from time to time, is or exceeds $1.40 for ten (10) consecutive trading days, in which event the holders of the Warrants may, at the Company's election, be given notice and the Company will issue a press release announcing that the Warrants will expire ten (10) days following the date of such press release. The Warrants may be exercised by the holder of the Warrants during the ten-day period between the date of the press release announcing the accelerated expiry date and the expiration of the Warrants.
The net proceeds from the Offering will be used for exploration at the Langis Silver Project and for general working capital purposes.  The securities issued in the first tranche of the Offering are subject to a hold period expiring on December 15, 2026 in accordance with applicable securities laws. The Company intends to complete a final tranche of the Offering, and will provide additional details once complete.
In connection with completion of the first tranche of the Offering, the Company has paid finders' fees of $125,146.56 and issued 189,616 non-transferable share purchase warrants (each, a "Finders' Warrant") to certain arms-length third-parties who assisted in introducing subscribers. Each Finders' Warrant is exercisable at an exercise price of $0.66 until August 15, 2029, and each Finders' Warrant is subject to the same acceleration provisions as the Warrants.
Certain directors, officers and their affiliates participated in the Offering in the amount of 238,000 Units. Participation in the Offering by insiders of the Company constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of securities to insiders of the Company is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the insiders of the Company does not exceed twenty-five percent of the Company's market capitalization. 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 directors, officers and their affiliates in the Offering had not been confirmed at that time.
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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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.
Information set forth in this news release may involve forward-looking information under applicable securities laws. Forward-looking information are statements and information that relate to future, not past, events. In this context, forward-looking information often addresses expected future business and financial performance, and often contains words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend"; information and statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All information other than information of historical fact included herein are forward-looking information, including, without limitation, information regarding the Company's business plans and strategies of operations, the gross proceeds of the Offering, completion of a final tranche of the Offering; the use of proceeds of the Offering and the receipt of final regulatory approval by the TSXV. By its nature, forward-looking information involves known and unknown risks, uncertainties and other factors which 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 information. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; the fact that the Offering may not close as scheduled or at all, the timing and receipt of regulatory approvals required for the Offering and the additional risks identified in the annual information form of the Company or other reports and filings with the TSXV and applicable Canadian securities regulators. Forward-looking information is based on management's beliefs, estimates and opinions on the date that such information is provided and the Company undertakes no obligation to update forward-looking information if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking information. Brixton does not undertake to update any forward-looking information except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
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