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Brixton Metals Corporation (TSX- V: BBB, OTCQX: BBBXF) (the "Company" or "Brixton") is pleased to announce a non-brokered private placement offering of up to 7,575,757 units of the Company (each, a "Unit") at a price of $0.66 per Unit, for aggregate gross proceeds of up to $5,000,000 (the "Offering").
Each Unit will consist 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 for a period of three years from the closing date of the Offering at an exercise price of $0.90. The Warrants will be 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 Offering is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSXV and the applicable securities regulatory authorities. The securities issued under the Offering will be subject to a hold period expiring four months and one day from the closing date of the Offering in accordance with applicable securities laws.
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 TSXV.
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, proposed timing for completion of the Offering, the gross proceeds of the Offering, the use of proceeds of the Offering, payments of finder's fees, if any, and the receipt of 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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