Brixton Metals Closes Private Placement
Brixton Metals Closes Private Placement
Not for distribution to United States Newswire Services or for dissemination in the United States
VANCOUVER, British Columbia, November 25, 202 4 - Brixton Metals Corporation (TSX-V:
BBB, OTCQB: BBBXF) (the “Company” or “Brixton”) is pleased to announce that it completed
on November 22, 2024, the non-brokered private placement previously announced on November
13, 2024 (the "Offering").
The Offering consisted of 66,486,631 flow-through units ( each, a “FT Unit ”), for total gross
proceeds of $5,983,796.87.
Each FT Unit consisted of one common share of the Company issued as a “flow-through share”
within the meaning of the Income Tax Act (Canada) (each, a “ FT Share”) and one half of one
non-transferable common share purchase warrant (a “Warrant”), each whole Warrant exercisable
at a per share price of $0.12 until November 22, 2026.
One insider participated in the Offering for aggregate cash consideration to the Company of
$35,000, 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 requ irement 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 s ecurities 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.
50% of the proceeds from the sale of the FT Shares will be used to incu r “flow through mining
expenditures”, and the other 50% of the proceeds will be used to incur “flow-through critical
mineral mining expenditures”, both as defined in the Income Tax Act (Canada), or in such other
proportions and amounts as approved by the Board of Directors of the Company upon reviewing
all applicable exploration data available to it.
The securities issued to subscribers of the FT Units are subject to a hold period until March 23,
2025, pursuant to applicable Canadian securities laws.
Finder's fees of an aggregate $221,639.99 and 2,462,666 warrants to purchase common shares
of the Company at a per share price of $0.12 until November 22, 2026 were paid to persons who
introduced the Company to subscribers to the Offering.
On Behalf of the Board of Directors
Mr. Gary R. Thompson, Chairman and CEO
Tel: 604-630-9707 or email: [email protected]
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
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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”, “c ould”, “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/o r grade of minerals,
potential size and expansion of a mineralized zone, proposed timing of exploration and development plans,
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; 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 a n exemption from
such registration is available.
Not for distribution to United States Newswire Services or for dissemination in the United States