VANCOUVER, BC – December 7, 2010 – Brixton Metals Corporation (TSX-V: BBB) (the “Company” or “Brixton”), formerly Marksmen Capital Inc., is pleased to announce that it has received TSX Venture Exchange approval for its Qualifying Transaction, name change and private placement.
Resumption of Trading
Effective December 7, 2010, the Company’s common shares have commenced trading on the TSX Venture Exchange under the Company’s new name, Brixton Metals Corporation, under the trading symbol “BBB”.
The Qualifying Transaction
Pursuant to an amalgamation agreement between Brixton Metals Corp. (“PrivateCo”), Marksmen Capital Inc. (“Marksmen”) and Marksmen Acquisition Corp. (“Subco”), PrivateCo amalgamated with Subco, a wholly-owned subsidiary of Marksmen, to form a new entity (“Amalco”) and Marksmen issued an aggregate of 13,642,780 shares (“Marksmen Shares”) to the shareholders of PrivateCo on the basis of 1.8 Marksmen Shares for every one PrivateCo share held. Amalco is now a wholly-owned subsidiary of the Company. At the closing of the amalgamation, PrivateCo and Subco combined and the business of PrivateCo, which is focused on exploring and advancing large-scale metal deposits, will be carried on by the Company.
In connection with the Qualifying Transaction, the Company issued 285,000 common shares to Zimtu Capital Corp. as a finder’s fee.
Concurrent with the Qualifying Transaction, the Company completed a private placement of a total of 2,743,000 units at a price of $0.25 per unit (consisting of one common share and one warrant) (the “Units”) and 1,387,000 flow-through units at a price of $0.30 per flow-through unit (consisting of one flow-through share and one half of one warrant) (together with the Units, the “Securities”) for total gross proceeds to the Company of approximately $1,101,850. Each whole warrant is exercisable to acquire one common share of Brixton for a period of 24 months at an exercise price of $0.40 per Brixton share. The Securities bear a four month hold period. Finder’s fees totalling approximately $54,008 cash and 188,960 broker warrants were paid in accordance with the policies of the TSX Venture Exchange. Each broker warrant is exercisable into one common share of the Company at a price of $0.40 per share for a period of 24 months. The proceeds of the private placement will be used for advancing the Company’s properties and for general and administrative purposes. At the closing Brixton has 21,147,778 shares issued and outstanding.
A director of the Company also subscribed for 916,667 flow-through units, representing approximately 23% of total securities issued pursuant to the private placement.
Board of Directors & Management
Concurrently, the board of directors was restructured. Ewan Stewart Downie, Steven Filipovic, Abraham Drost and Stephen McGibbon have resigned as directors and officers of the Company. Daniel Mechis remains as a director. Gary Thompson, Cale Moodie, George Salamis and Glen Kayll have been appointed as directors. Mac Bell has been appointed as CEO and President.
In connection with the Qualifying Transaction, a total of 1 million common shares have been transferred within escrow from founding shareholders to Gary Thompson, Cale Moodie, George Salamis, Glen Kayll and Mac Bell.
About Brixton Metals Corporation
Brixton Metals Corporation is a Vancouver based mineral exploration company engaged in the acquisition and exploration of precious metals assets. Veterans of exploration and highly respected within the industry, Brixton’s management is focused on advancing large scale deposits to feasibility and is exploring targets in alliance with Millrock Resources and Kiska Metals. Brixton’s portfolio is comprised of two properties: Thorn (BC), and its flagship property, Kahilt (Alaska). Kahilt is a large, 100% owned land position in an under-explored district with the potential to host world class ore bodies. Brixton Metals trades on the TSX Venture Exchange under ticker symbol BBB. For more information about Brixton please visit our website at www.brixtonmetals.com.
The technical information in this news release was reviewed by Gary R. Thompson, P.Geo., P.Geol., Brixton’s Executive Chairman and a Qualified Person as defined in NI 43-101.
On Behalf of the Board of Directors
President and CEO
For further information:
Brixton Metals Corporation, Investor Relations
Tel: +1 (604) 630-9707
Toll Free: 1 (888) 863-8601
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
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, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the use of proceeds and exercise of the Company’s option agreements, are forward-looking statements. 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; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange 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 Brixton 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.
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.