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Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) (the " Company " or " Brixton ") is pleased to announce a non-brokered private placement offering (the " Offering" ) of any combination of National Flow-Through Units (" FT Units ") at a price of $0.08 per FT Unit, Critical Mineral Flow-Through Units (the " CMFT Units ") at a price of $0.085 per CMFT Unit, and non-flow through units (the " NFT Units ") at a price of $0.07 per NFT Unit, for combined gross proceeds of up to $18 million (it is currently anticipated that the gross proceeds of the NFT Units will be up to $12,000,000). Each of the FT Units, CMFT Units and NFT Units (together, the " Units ") consists of a National Flow-Through Share, Critical Mineral Flow-Through Share and non-flow through Common Share, respectively, and each of the Units also comprises one warrant (a " Warrant "). Each Warrant entitles the holder to acquire an additional non-flow-through Common Share of the Company at a per share price of $0.10 for a period of three years from the date of issuance.
Chairman, CEO, Gary R. Thompson stated, " I would like to thank the strong support from existing shareholders that we have received and we are happy to welcome a new strategic investor to the list of well-known mining investors to the Company register ."
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 "), the Common Shares and Warrants comprising the NFT Units, issuable under the Offering will be offered for sale to purchasers resident in Canada, except Québec (the " Purchasers ") pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the " Listed Issuer Financing Exemption "). Because the offering of the NFT Units is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued to Canadian resident subscribers for the non-flow-through Common Shares and Warrants underlying the NFT Units will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the offering of the NFT Units that can be accessed under the Company's profile at www.sedarplus.com, and on the Company's website at https://brixtonmetals.com/offering-document/. The Purchasers will have the benefit of the offering document and the rights provided under the Listed Issuer Financing Exemption. Prospective investors should read this offering document before making an investment decision.
The securities issued to the other subscribers for the FT Units and CMFT Units will be subject to a hold period of four months and one day pursuant to applicable Canadian securities laws.
The proceeds raised from the sale of the NFT Units will be used by the Company for general corporate purposes. Proceeds from the sale of FT Units 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 Units 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 drilling at the Thorn Copper-Gold Project in British Columbia and the Langis Silver-Cobalt Project in Ontario.
Finder's fees in amounts to be determined may be payable to persons who introduce the Company to subscribers to the Offering. Insiders of the Company may participate in the Offering. The Offering is subject to acceptance by the TSX Venture Exchange.
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 statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements other than statements of historical fact included herein are forward-looking statements, including, without limitation, statements regarding potential quantity and/or grade of minerals, potential size and expansion of a mineralized zone, proposed timing of exploration and development plans, proposed timing for completion of the Private Placement, the expected number of Common Shares to be issued and gross proceeds of the Private Placement, and the use of proceeds of the Private Placement. By their nature, forward-looking statements involve 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 statements. 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 Private Placement may not close as scheduled or at all, 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 statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements 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 statements.
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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