401 -1113 Jade Court
MARKSMEN CAPITAL INC.
401 -1113 Jade Court Thunder Bay, ON P7B 6M7
NEWS RELEASE November 19, 2010 SYMBOL – MKS.P
MARKSMEN CAPITAL ANNOUNCES FILING OF FILING STATEMENT AND TECHNICAL REPORT FOR PROPOSED QUALIFYING TRANSACTION
THUNDER BAY, ON – Marksmen Capital Inc. (“Marksmen” or the “Company”) is pleased to provide this update regarding its proposed qualifying transaction with Brixton Metals Corp. (“Brixton”) pursuant to which Marksmen has agreed to acquire all of the issued and outstanding common shares of Brixton (the “Qualifying Transaction”). Brixton is a private British Columbia exploration company. Brixton has an interest in the Thorn Property, located in Northern British Columbia, which is intended to be the Qualifying Property (as defined in TSX Venture Exchange Policy 1.1) in connection with the Qualifying Transaction. The Qualifying Transaction was previously announced in a press release dated August 9, 2010.
Marksmen has now received conditional acceptance for the Qualifying Transaction from the TSX Venture Exchange (the “Exchange”), and a filing statement (the “Filing Statement”) dated November 19, 2010 regarding the Qualifying Transaction has been filed on SEDAR (www.sedar.com). Marksmen has also filed on SEDAR a National Instrument 43-101 (“NI 43-101”) compliant technical report with respect to the Thorn Property entitled, “2010 Technical Report on the Thorn Property”, written by Darcy E.L. Baker, P. Geo., and dated October 28, 2010. Mr. Baker is a “qualified person” as defined in NI 43-101 and is independent of Marksmen and Brixton. Excerpts from the technical report are included in the Filing Statement.
Closing of the Qualifying Transaction (the “Closing”) is subject to certain conditions, including the final acceptance of the Exchange. The Closing is expected to take place on or about December 1, 2010. Trading in the shares of the Resulting Issuer (as defined in Exchange Policy 1.1) is expected to commence two business days after the Closing under the name “Brixton Metals Corporation”. The new trading symbol of the Company will be “BBB”.
Statements in this press release regarding Marksmen which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the statement that the Closing is expected to take place on or about December 1, 2010. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, such as the risk that the Closing may not occur for any reason. Actual results could differ materially from those currently anticipated in such statements due to factors including, but not limited to, the Exchange failing to grant final acceptance for the Qualifying Transaction for unforeseen reasons. Except as required by law, Marksmen does not intend to update any changes to such statements.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release. Neither 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.
ON BEHALF OF THE BOARD
MARKSMEN CAPITAL INC.
Per: /s/ Dan Mechis Dan Mechis Chief Executive Officer Telephone: (807) 766-3401