Brixton Metals Announces Closing of First Tranche of Private Placement
Brixton Metals Announces Closing of First Tranche of Private Placement
Not for distribution to United States Newswire Services or for dissemination in the United States
VANCOUVER, British Columbia, August 14, 2026 - Brixton Metals Corporation (TSX- V: BBB,
OTCQX: BBBXF) (the “Company” or “Brixton”) is pleased to announce that it has closed the
first tranche of its non-brokered private placement offering (the “Offering”). In connection with
closing of the first tranche, the Company has issued 6,779,767 units (each, a “Unit”) at a price of
$0.66 per Unit, for gross proceeds of $4,474,646.22.
Each Unit consists 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 at an exercise price of $0.90 until August 15, 2029. The Warrants are
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 securities issued in the first tranche of the Offering
are subject to a hold period expiring on December 15, 2026 in accordance with applicable
securities laws. The Company intends to complete a final tranche of the Offering, and will
provide additional details once complete.
In connection with completion of the first tranche of the Offering, the Company has paid finders’
fees of $ 125,146.56 and issued 189,616 non-transferable share purchase warrants (each, a
“Finders’ Warrant ”) to certain arms -length third -parties who assisted in introducing
subscribers. Each Finders’ Warrant is exercisable at an exercise price of $0.66 until August
15, 2029 , and each Finders’ Warrant is subject to the same acceleration provisions as the
Warrants.
Certain directors, officers and their affiliates participated in the Offering in the amount of
238,000 Units. Participation in the Offering by insiders of the Company constitutes a “related
party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). The issuance of securities to insiders
of the Company is exempt from the valuation requirement of MI 61 -101 by virtue of the
exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified
market and from the minority shareholder approval requirements of MI 61-101 by virtue of the
exemption contained in section 5.7(a) of MI 61 -101, in that the fair market value of the
consideration of the securities issued to the insiders of the Company does not exceed twenty -
five percent of the Company’s market capitalization . The Company did not file a material
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change report at least 21 days in advance of the closing of the Offering as the participation of
such directors, officers and their affiliates in the Offering had not been confirmed at that time.
On Behalf of the Board of Directors
Mr. Gary R. Thompson, Chairman and CEO
For Investor Relations inquiries, please contact: Mr. Michael Rapsch, Vice President
Investor Relations. email: [email protected] 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 contain s 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, the gross proceeds of the Offering,
completion of a final tranche of the Offering; the use of proceeds of the Offering and the receipt of final
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.
Not for distribution to United States Newswire Services or for dissemination in the United States