February 24, 2017 – Brixton Metals Corporation (TSXV: BBB) (the “Company” or “Brixton”) is pleased to announce that it has entered into a letter agreement with Gravitas Securities Inc. (the “Agent”), with a syndicate of agents, in connection with a best efforts private placement offering of up to $4.0 million (the “Private Placement”). The Private Placement will consist of any combination of units (“Units”) to be issued at a price of $0.50 per Unit and common shares issued on a ‘flow through’ basis under the Income Tax Act (Canada) (the “FT Shares”) at a price of $0.55 per FT Share. Each Unit will consist of one common share and one common share purchase warrant (“Warrant”) with each Warrant exercisable by the holder into one common share of the Company at a price of $0.70 per share for a period of 24 months from the closing date.
The closing date for the Private Placement is scheduled to occur on or about March 31, 2017 (the “Closing Date”). In consideration of the Agent’s services, the Company has agreed to pay the Agent a cash commission of 8.0% of the gross proceeds of the Private Placement. The Agent will also receive broker warrants (the “Broker Warrants“) equal to 8.0% of the securities sold pursuant to the Private Placement. Each Broker Warrant entitles the holder to acquire one common, non-flow-through, share of the Company at a price of $0.50 until the date that is 36 months from the closing of the Private Placement. The Company has also granted the Agent the option to offer for sale up to an additional $1,000,000 in Units and FT Shares.
The proceeds from the Private Placement will be used to advance the Thorn gold-silver project and the Langis silver project and for general working capital. All securities issued pursuant to this Private Placement will be subject to a four month and one day hold period. The Private Placement is subject to acceptance by the TSX Venture Exchange (the “Exchange”).
The Company may issue securities under the Private Placement in accordance with the provisions of applicable prospectus exemptions available to existing security holders, if there is interest. Any existing shareholders of the Company interested in participating in the Private Placement should contact the Company using the contact information below. The Private Placement is not subject to a minimum and the Company will provide an update on its intended use of proceeds, including approximate amounts, once subscriptions are confirmed.
About Brixton Metals Corporation
Brixton is a Canadian exploration and development company focused on the advancement of its gold and silver projects toward feasibility.
Brixton wholly owns 2 past producers of high-grade silver within the Silver-Cobalt Camp of Ontario. The Langis mine produced 10.4Moz of silver at 25 oz/t Ag and 358,340 pounds of cobalt, the Hudson Bay mine produced 6.4Moz of silver at 123 oz/t. The projects are located 500 km north of Toronto, Canada. The high-grade silver mineralization occurs as moderate-steeply-dipping veins within any of the three main rock types; Archean volcanics, Coleman Member sediments and Nipissing diabase.
The 996 SQ/KM, wholly owned Thorn Project is located in northwestern British Columbia, Canada, approximately 105 km ENE from Juneau, AK. The Thorn project hosts a district scale gold-silver (30km trend) associated with Triassic to Cretaceous volcano-plutonic complex. Many styles of mineralization have been identified related to porphyry and epithermal environments. Targets include high-grade gold-silver underground targets and large-scale open pit gold type targets.
Brixton Metals Corporation shares trade on the TSX-V under the ticker symbol BBB. 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@example.com
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
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, the anticipated closing of the Private Placement, TSXV approval, the proposed use of proceeds from the Private Placement, the exploration potential of the Langis property based on historical information, resources estimates on the Thorn Project 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; 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 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.