December 1, 2023
Brixton Metals closes Tranche 1 of .5 million private placement

VANCOUVER, British Columbia, Nov. 20, 2023 (GLOBE NEWSWIRE) — Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) ,company” Or “brixton“) is pleased to announce that it has completed the first tranche of non-brokered private placements previously announced on October 30, 2023, November 6, 2023 and November 10, 2023.Proposal,

The first tranche of the Offering consisted of 15,016,666 Units (“Units”) and 49,386,593 National Flow-Through Units (“NFT Units”). The second tranche of the offering will consist of 16,384,645 Charity Flow-Through Units (“Charity FT Units”), which is scheduled to close later this week, with total gross proceeds from both tranches amounting to $14,580,535.51.

Each Unit consists of one common share of the Company and one-half of one transferable common share purchase warrant (“Warrant”), each whole Warrant exercisable until November 20, 2025 at a per share price of $0.23. Each NFT Unit consists of one common share of the Company issued a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, an “FT Share”) and one-half of a transferable warrant. Each whole warrant consisting of NFT units will entitle the holder to purchase one common share of the company at a per share price of $0.23 until November 20, 2025.

An insider participated in the offering to the Company of total cash consideration of $35,003, which constitutes a related party transaction under TSX Venture Exchange Policy 5.9. The Company took advantage of the exemption contained in section 5.5(c) of Multilateral Instrument 61-101 (“MI 61-101”) and section 5.7(1)(b) of MI 61-101 for exemption from the formal valuation requirement. For exemption from the minority shareholder approval requirement of MI 61-101 as to the fair market value of the securities to be delivered in the transaction, and to the consideration to be received by the company for those securities, insofar as the interested party in the transaction The parties have been included. Not to exceed $2,500,000.

The proceeds from the sale of the units will be used by the company for general corporate purposes. The proceeds from the sale of NFT units will be used to fund “Canadian exploration expenses” and “flow through mining expenses” as defined in the Income Tax Act (Canada).

The securities issued to customers of the NFT Units will be subject to a hold period until March 21, 2024 in accordance with applicable Canadian securities laws. Because the offering of the Units was completed pursuant to the listed issuer financing exemption, the securities issued to Canadian resident customers for the Units were not subject to a hold period in accordance with applicable Canadian securities laws.

Finder’s fees totaling $92,940.12 and 558,235 warrants to purchase the Company’s common shares at a per share price of $0.23 through November 20, 2025 were paid to persons who made the Company’s offering to subscribers.

From the Board of Directors

Mr. Gary R. Thompson, President and CEO
Phone: 604-630-9707 or Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

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.

The information contained in this news release may contain forward-looking statements within the meaning of 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 include words such as “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend”, Those who give statements. Any action or event “may”, “could”, “might”, “should”, or “will” occur 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 the potential quantity and/or grade of minerals, the potential size of the mineral field and the proposed timing of expansion, exploration and development plans , and use of the proceeds of private placement. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements. may differ materially from those expressed or implied. Such forward-looking statements. Such factors include, among other things, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; Title matters; and additional risks identified in the Company’s Annual Information Form 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 as of the date the statements are made and the Company undertakes no obligation to update the forward-looking statements should these beliefs, estimates and opinions or other circumstances change, Except when necessary. Applicable Securities Laws. Investors are cautioned against adding 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 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 (“US Securities Act“) or any state securities laws and may not be offered or sold within the United States or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless No exemption from such registration is available.


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