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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 second tranche of its previously announced non-brokered private placement offering of units of the Company (each, a "Unit"), pursuant to which the Company issued 650,000 Units at a price of $0.66 per Unit for aggregate gross proceeds of $429,000.00 (the "Unit Offering"). The Company is also pleased to announce that it has concurrently closed a non-brokered private offering of national flow-through shares in the capital of the Company (each, a "FT Share"), pursuant to which the Company issued 5,332,905 FT Shares at a price of $0.76 per FT Share for aggregate gross proceeds of $4,053,007.80 (the "FT Offering"). In total, the Company has raised gross proceeds of $8,956,654.02 across the first two tranches of the Unit Offering and the FT Offering.
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 until August 25, 2029 at an exercise price of $0.90. The Warrants are subject to an accelerated expiry if, any time after the date that is four months and one day after the closing date of the Unit 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 Unit Offering will be used for exploration at the Langis Silver Project and for general working capital purposes. The net proceeds from the FT Offering will be used to incur "Canadian exploration expenses" and "flow-through mining expenditures" as defined in the Income Tax Act (Canada). The Company intends to complete a final tranche of the Unit Offering and will provide additional details once complete.
In connection with completion of the second tranche of the Unit Offering, the Company has paid finders' fees of $30,030.00 and issued 45,500 non-transferable share purchase warrants (each, a "Finders' Warrant") to certain arm's-length third-parties who assisted in introducing subscribers. Each Finders' Warrant issued under the second tranche of the Unit Offering is exercisable at an exercise price of $0.66 until August 25, 2029, and each Finders' Warrant is subject to the same acceleration provisions as the Warrants. In total, the Company has paid finders' fees of $155,176.56 and issued 235,116 Finders' Warrants across both tranches of the Unit Offering.
All securities issued in connection with the second tranche of the Unit Offering and FT Offering are subject to a hold period expiring on December 26, 2026 in accordance with applicable 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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, completion of a final tranche of the Unit Offering and the use of proceeds of the Unit Offering and FT 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 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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