Brixton Metals arranges $18-million private placement

Executive Summary

• Brixton Metals Corp. announced a non-brokered private placement offering up to $18 million in combined gross proceeds through the issuance of national flow-through units (FT units), critical mineral flow-through units (CMFT units), and non-flow-through units (NFT units).
• The offering includes three distinct unit classes with varying prices and specific uses of proceeds, including general corporate purposes, Canadian exploration expenses, and flow-through mining expenditures for specific projects.
• The transaction is subject to regulatory exemptions under National Instrument 45-106, with specific hold periods applying to different unit types and potential acceptance required by the TSX Venture Exchange.

Key Details

• Total Gross Proceeds: Up to $18 million.
• Unit Structure and Pricing:
  • National Flow-Through Units (FT Units): Priced at $0.08 per unit.
  • Critical Mineral Flow-Through Units (CMFT Units): Priced at $0.085 per unit.
  • Non-Flow-Through Units (NFT Units): Priced at $0.07 per unit.
  • NFT Proceeds Allocation: Anticipated to be up to $12 million.
• Warrant Terms: Each unit (FT, CMFT, and NFT) comprises one warrant. Each warrant entitles the holder to acquire one additional non-flow-through common share at an exercise price of $0.10 per share for a period of three years from the date of issuance.
• Use of Proceeds:
  • NFT Units: General corporate purposes.
  • FT Units: Canadian exploration expenses and flow-through mining expenditures as defined in the Income Tax Act (Canada).
  • CMFT Units: Flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the Income Tax Act (Canada).
• Project Allocation: Exploration expenditures are primarily directed toward the Thorn copper-gold project in British Columbia and the Langis silver-cobalt project in Ontario.
• Regulatory Conditions and Hold Periods:
  • NFT Units: Offered to Canadian residents (except Quebec) under the listed issuer financing exemption (Part 5A of NI 45-106). No hold period applies to these securities.
  • FT and CMFT Units: Subject to a hold period of four months and one day pursuant to applicable Canadian securities laws.
• Transaction Details:
  • The offering is non-brokered.
  • Finders' fees may be payable to introducers (amounts to be determined).
  • Company insiders may participate in the offering.
  • The offering is subject to acceptance by the TSX Venture Exchange.
  • An offering document is available under the company's profile at SEDAR+ and on the company's website.

Notable Quotes

• "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." — Gary R. Thompson, Chairman and CEO