Brixton Metals Announces $4,000,000 Private Placement
Brixton Metals Announces $4,000,000 Private Placement
Not for distribution to United States Newswire Services or for dissemination in the United States
Vancouver, British Columbia, July 24, 2020 – Brixton Metals Corp. (the "Company") (TSXV: BBB) (OTCQB:
BBBXF) is pleased to announce a non-brokered private placement of a combination of units and flow-
through shares of the Company for gross proceeds of up to C$4,000,000 (the "Offering"). Each unit (a
“Unit”) is being offered at a price of C$0.25 and will be comprised of one common share of the Company
and onecommon share purchase warrant (a "Warrant"). Each flow-through share (a “FT Share”) is being
offered at a price of C$0.28 and will be comprised of one common flow-through share of the Company.
Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of
C$0.35 for a period of 36 months from the date of closing of the Offering.
The gross proceeds from the issuance of the FT Shares will be used for “Canadian exploration expenses”
(within the meaning of the Income Tax Act (Canada)) (the “Qualifying Expenditures”), which will be
renounced to the subscribers with an effective date no later than December 31, 2020 to the initial
purchasers of the Offered Securities in an aggregate amount not less than the gross proceeds raised from
the issue of the FT Shares, as applicable, and, if the Qualifying Expenditures are reduced by the Canada
Revenue Agency, the Company will indemnify each FT Shares subscriber for any additional taxes payable
by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
The net proceeds from the private placement of Units and the gross proceeds from the private placement
of FT Shares shall be primarily used for exploration activities and for general working capital purposes.
The closing of the Offering is expected to occur on or about August 12, 2020 and is subject to receipt of
all necessary regulatory approvals including the TSX Venture Exchange (the “TSXV”). The Units and FT
Shares, including all underlying securities thereof, and any finders warrants issued with respect to the
Offering, will be subject to a hold period of four months and one day in accordance with applicable
securities laws. Red Cloud Securities Inc. is acting as a finder in connection with the Offering.
This news release does not constitute an offer of securities for sale in the United States. The securities
being offered have not been, nor will they be, registered under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold within the United States absent U.S.
registration or an applicable exemption from U.S. registration requirements.
About Brixton Metals Corporation
Brixton is a Canadian exploration and development company focused on the advancement of its gold,
silver and copper projects toward feasibility. Brixton wholly owns four exploration projects, the Thorn
copper-gold-silver and the Atlin Goldfields projects located in NWBC, the Langis-HudBay silver-cobalt
project in Ontario and the Hog Heaven silver-gold-copper project in NW Montana, USA. Brixton Metals
Corporation shares trade on the TSX-V under the ticker symbol BBB. For more information about Brixton
please visit our website at www.brixtonmetals.com.
On Behalf of the Board of Directors
Mr. Gary R. Thompson, Chairman and CEO
Tel: 604-630-9707 or email: [email protected]
For Investor Relations, please contact:
Mitchell Smith, VP Investor Relations
Tel: 604-630-9707 or email: [email protected]
Cautionary Note
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, including
statements that address potential quantity and/or grade of minerals, potential size and expansion of a
mineralized zone, proposed timing of exploration and development plans, or other similar expressions. All
statements including statements in respect of regulatory approval, the proposed closing date and the
expected size of the Offering, other than statements of historical fact included herein including, without
limitation, statements regarding the use of proceeds, 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; 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.