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Brixton Metals Corporation (TSX- V: BBB, OTCQX: BBBXF) (the "Company" or "Brixton") is pleased to announce that it has closed a non-brokered private placement offering of 1,110,000 national flow-through shares in the capital of Brixton ("FT Shares") at a price of $1.35 per FT Share and 1,771,111 critical mineral flow-through shares in the capital of Brixton (the "CMFT Shares") at a price of $1.44 per CMFT Share, for combined gross proceeds of $4,048,899.84 (the "Offering").
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 "Act"). 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 $30,000 and issued 20,833 non-transferable common share purchase warrants (each, a "Compensation Warrant") to an arm's length party who assisted in introducing a subscriber to the Offering. Each Compensation warrant is exercisable to acquire one common share in the capital of the Company at an exercise price of $1.44 until April 10, 2028.
All securities issued in connection with the Offering are subject to a hold period of four months and one day expiring on August 11, 2026 pursuant to applicable Canadian securities laws.
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 and the use of proceeds of the Offering. 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 and the additional risks identified in the annual information form of the Company or other reports and filings with the TSX Venture Exchange 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.
