Brixton Metals Signs LOI for its Atlin Goldfields Project to Pacific Bay Minerals for $3.2M in Cash, 10M shares, $7M in Work and 2% NSR
Brixton Metals Signs LOI for its Atlin Goldfields Project to Pacific Bay Minerals for
$3.2M in Cash, 10M shares, $7M in Work and 2% NSR
VANCOUVER, British Columbia, March 24, 2022 (GLOBE NEWSWIRE) - Brixton Metals Corporation
(TSX-V: BBB, OTCQB: BBBXF) (the “Company” or “Brixton”) is pleased to announce it has entered
into a Letter of Intent with Pacific Bay Minerals Ltd. (TSXV: “PBM” or “Pacific Bay”), subject to a
Definitive Agreement. Under the Agreement, Pacific Bay has the Option to acquire 100% interest in
the Atlin Goldfields Project located within the traditional territory of Taku River Tlingit First Nations,
Atlin, British Columbia, Canada.
Chairman and CEO Gary R. Thompson Stated, “We are excited to have Pacific Bay take on the Atlin
Goldfields Project. This deal would mark Brixton’s second Option Agreement, having optioned the
Hog Heaven Project to Ivanhoe Electric in recent years. It provides value add for Brixton
shareholders while the Company focuses on the flagship Thorn Project.”
Terms of the Agreement:
Under the terms of the Letter Agreement, Pacific Bay may acquire up to a 100% interest in the Atlin
Goldfields Project, by completing the following:
1. Pacific Bay may earn a 51% interest in the Property by completing $3,500,000 in Exploration
Expenditures, paying $1,725,000 cash, and issuing 5,000,000 Pacific Bay shares, on or
before the 4th anniversary of the closing of the Agreement.
2. If the 51% interest earn -in has b een completed, Pacific Bay may earn an additional 49%
interest in the Property by completing an additional $3,500,000 in Exploration Expenditures,
paying $1,500,000 cash, and issuing 5,000,000 Pacific Bay shares, on or before the 7th
anniversary of the closing of the Agreement.
If Pacific Bay exercises the 51% earn-in and elects to not exercise the additional 49% earn-in, Pacific
Bay and Brixton will enter into a joint venture, whereby the interest in the property will revert to 49%
in favour of Pacific Bay and 51% in favour of Brixton, with each party then participating in programs
and budgets according to their pro-rata interests.
If Pacific Bay completes the option and acquires 100% of the Property, Brixton will retain at 2% Net
Smelter Return Royalty (NSR), with 1% of the NSR purchasable at any time by Pacific Bay for
$2,500,000.
Table 1. Schedule of Payments and Work.
All values are in Canadian dollars. Anniversary dates are based on the Definitive Agreement.
About Brixton Metals Corporation
Brixton is a Canadian exploration and development company focused on the advancement of its
mining projects. Brixton wholly owns four exploration projects, the Thorn copper-gold-silver Project,
the Atlin Goldfields Project (now under LOI with Pacific Bay Minerals) both located in NW BC, the
Langis-Hudbay silver-cobalt Projects in Ontario and the Hog Heaven silver -gold-copper Project in
NW Montana, USA, (under Option Agreement to Ivanhoe Electric Inc ). Brixton Metals Corporation
shares trade on the TSX-V 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]
For Investor Relations, please contact:
Mitchell Smith, VP Investor Relations
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”, “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, 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
Event Cash Shares Exploration
Expenditures
Upon Signing LOI $25,000
Completion of Definitive Agreement $100,000 750,000
1st Anniversary $200,000 1,000,000 $500,000
2nd Anniversary $250,000 1,000,000 $1,000,000
3rd Anniversary $500,000 1,000,000 $1,000,000
4th Anniversary $650,000 1,250,000 $1,000,000
5th Anniversary $500,000 1,000,000 $1,000,000
6th Anniversary $500,000 2,000,000 $1,000,000
7th Anniversary* $500,000 2,000,000 $1,500,000
*100% Earned total $3,225,000 10,000,000 $7,000,000
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.