Brixton Metals Secures Strategic Investment from BHP
13163366.3
Brixton Metals Secures Strategic Investment from BHP
Not for distribution to United States Newswire Services or for dissemination in the United States
VANCOUVER, British Columbia, November 2, 2022 - Brixton Metals Corporation (TSX-V: BBB,
OTCQB: BBBXF) (the “Company” or “Brixton”) is delighted to announce a non-brokered private
placement of common shares (“ Common Shares ”) in the capital of Brixton (the " Private
Placement") by a wholly owned subsidiary of BHP Group Limited ("BHP"), with the goal of advancing
the Company's Thorn Project located in Northwest British Columbia, Canada. The Thorn Project is
situated within the traditional territory of the Taku River Tlingit and Tahltan First Nations.
Pursuant to the Private Placement , BHP will acquire the number of common shares that will
represent 19.9% of the issued and outstanding Common Shares, on an undiluted basis, following
completion of the Private Placement at a price of C$0.18 per share.
The exact number of Common Shares issued, and proceeds raised, by the Company will depend on
whether Crescat Portfolio Management LLC (“Crescat”) elects to exercise its pre-existing rights to
participate on a pro rata basis in equity financings by the Company to maintain its current interest in
the Common Shares, which based on public filings is approximately 13.47%.
If Crescat does not elect to exercise its participation rights, then 74,363,172 Common Shares will be
issued to BHP for aggregate gross proceeds of C$13.4 million.
If Crescat elects to exercise its participation rights in full, then it is expected that 77,354,983 Common
Shares will be issued to BHP for aggregate gross proceeds of C$ 13.9 million and 12,042,415
Common Shares will be issued to Crescat for aggregate gross proceeds of C$2.2 million.
The Private Placement is subject to TSX Venture Exchange approval and other customary closing
conditions, and is expected to close in mid-November.
No finder’s fee was paid in connection with the Private Placement.
Chairman & CEO, Gary Thompson, stated, “ We are excited to welcome BHP , a leading global
resource company, to the Brixton share register and believe their investment speaks to the strength
of the Thorn Project and Brixton ’s geological team. We believe that the Thorn Project has the
potential to help fill the immense demand for critical metals , such as copper, as our economy
transitions to a sustainable low carbon and electrified world.”
In connection with the Private Placement, Brixton has entered into an Investment Agreement with
BHP to effect the Private Placement and therein has granted BHP certain rights and privileges,
including certain participation and top-up rights to permit BHP to acquire Common Shares on a pro
rata basis in the future to maintain its ownership position, prospectus qualification/registration rights,
the right to require the Company to form a joint technical advisory committee with BHP to provide
guidance to advance Brixton’s projects, the right to nominate either a director or an observer to
Brixton’s board of directors, the right of first offer on any transfer of all or part of the Thorn Project,
the right of first refusal over any net s melter return royalty in excess of 1% relating to the Thorn
Project, and certain information and access rights.
13163366.3
Brixton intends to use the proceeds of the Private Placement for exploration expenditures at the
Company's Thorn Project, and the terms of the Investment Agreement require that at least 90% of
the proceeds from the Private Placement be used in respect of the Thorn Project.
About the Thorn Project
The wholly-owned 2,863 square kilometer Thorn Project is located in Northwestern British Columbia
at the northern extension of the prolific Golden Triangle, Canada, approximately 90 km northeast of
Juneau, AK. The southwestern claim boundary is roughly 50 km from tide water. The project hosts
a district-scale emerging Eocene-Cretaceous-Jurassic-Triassic porphyry copper belt. The earliest
known exploration on the Thorn Project was carried-out by Cominco in 1952, Kennco in 1959 and
Chevron Minerals in the 1980’s. Fourteen large-scale copper-gold targets have been identified on
the project to date that warrant further exploration work.
For more information about the Thorn Project, please visit the following link:
https://brixtonmetals.com/thorn-gold-copper-silver-project/
About Brixton Metals Corporation
Brixton Metals is a Canadian exploration company focused on the advancement of its mining
projects. Brixton wholly owns four exploration projects: its flagship Thorn Copper-Gold-Silver-
Molybdenum Project, the Hog Heaven Silver -Gold-Copper Project in NW Mon tana, USA (under
option to Ivanhoe Electric Inc. , NYSE: IE) the Atlin Goldfields Projects located in NW BC (under
option to Pacific Bay Mineral s Ltd ., TSXV: PBM) and the Langis -HudBay Silver-Cobalt-Nickel
Projects in Ontario. Brixton Metals Corporation shares trade on the TSXV under the ticker symbol
BBB, and on the OTCQB under the ticker symbol BBBXF. 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]
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”, “coul d”,
“should”, or “will” be taken or occur, or other simi lar 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
13163366.3
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 underta kes 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.