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Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) (the " Company " or " Brixton ") is pleased to announce that it completed on December 2, 2025, the first tranche of a non-brokered private placement previously announced on November 14, 2025 (the " Offering ").
The Offering consisted of 30,062,500 National Flow-Through Units ("FT Units") at a per FT Unit price of $0.08 and 37,761,989 Critical Mineral Flow-Through Units ("CMFT Units") at a per CMFT Unit price of $0.085, and 1,192,857 Non Flow-Through ("NFT Units") at a per NFT Unit price of $0.07 for total gross proceeds of $5,698,269.06.
Each of the FT Units, CMFT Units and NFT Units (together, the "Units") consisted of a National Flow-Through Share, a Critical Mineral Flow-Through Share, and Common Share, respectively, and each of the Units also comprised one non-transferable warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional non-flow-through Common Share of the Company at a per share price of $0.10 until December 2, 2028.
One insider participated in the Offering for aggregate cash consideration to the Company of $29,999.90, which constitutes a Related Party Transaction under TSX Venture Exchange Policy 5.9. The Company availed itself of the exemptions contained in section 5.5(c) of Multilateral Instrument 61-101 ("MI 61-101") for an exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities to be distributed in the transaction, and the consideration to be received by the Company for those securities, insofar as the transaction involves interested parties did not exceed $2,500,000.
The proceeds raised from the sale of the 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. The gross proceeds from the NFT Units will be used for general corporate purposes.
The securities issued to subscribers of the FT Units and CMFT Units, and some of the NFT Units issued to offshore subscribers will be subject to a hold period until April 3, 2026 pursuant to applicable Canadian securities laws.
342,857 Common Shares and Warrants comprising the NFT Units issuable under the Offering were offered for sale to purchasers resident in Canada, except Québec 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 was 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 are not subject to a hold period pursuant to applicable Canadian securities laws.
Finder's fees of an aggregate $88,246.14 and 1,051,481 non-transferable warrants to purchase common shares of the Company at a per share price of $0.10 until December 2, 2028 were paid to arms' length persons who introduced the Company to subscribers to the Offering.
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. Not for distribution to United States Newswire Services or for dissemination in the United States.
