Brixton Metals Announces Non-Brokered Private Placement of up to $18 Million
Brixton Metals Announces Non-Brokered Private Placement of up to $18 Million
Not for distribution to United States Newswire Services or for dissemination in the United States
VANCOUVER, British Columbia, November 14, 2025 - Brixton Metals Corporation (TSX-
V: BBB, OTCQB: BBBXF) (the “Company” or “Brixton”) is pleased to announce a non-
brokered private placement offering (the “Offering”) of any combination of National Flow-
Through Units (“FT Units”) at a price of $0.08 per FT Unit, Critical Mineral Flow-Through
Units (the “CMFT Units”) at a price of $0.085 per CMFT Unit, and non-flow through units
(the “NFT Units”) at a price of $0.07 per NFT Unit, for combined gross proceeds of up to
$18 million (it is currently anticipated that the gross proceeds of the NFT Units will be up
to $12,000,000). Each of the FT Units, CMFT Units and NFT Units (together, the “Units”)
consists of a National Flow-Through Share, Critical Mineral Flow-Through Share and non-
flow through Common Share, respectively, and each of the Units also comprises one
warrant (a “Warrant”). Each Warrant entitles the holder to acquire an additional non-flow-
through Common Share of the Company at a per share price of $0.10 for a period of three
years from the date of issuance.
Chairman, CEO, Gary R. Thompson stated, “I would like to thank the strong support from
existing shareholders that we have received and we are happy to welcome a new strategic
investor to the list of well-known mining investors to the Company register.”
Subject to compliance with applicable regulatory requirements and in accordance with
National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Common Shares
and Warrants comprising the NFT Units, issuable under the Offering will be offered for
sale to purchasers resident in Canada, except Québec (the “Purchasers”) 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 is being 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 will not be subject to a hold period pursuant to applicable Canadian
securities laws.
There is an offering document related to the offering of the NFT Units that can be accessed
under the Company’s profile at www.sedarplus.com , and on the Company’s website a t
https://brixtonmetals.com/offering-document/. The Purchasers will have the benefit of the
offering document and the rights provided under the Listed Issuer Financing Exemption.
Prospective investors should read this offering document before making an investment
decision.
The securities issued to the other subscribers for the FT Units and CMFT Units will be
subject to a hold period of four months and one day pursuant to applicable Canadian
securities laws.
The proceeds raised from the sale of the NFT Units will be used by the Company for
general corporate purposes. Proceeds from the sale of FT Units will be used to incur
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“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.
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 TSX Venture Exchange.
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 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.
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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