VANCOUVER, BC, March 3, 2011 – Brixton Metals Corporation (TSX-V: BBB) (the “Company” or “Brixton”) is pleased to announce that it has engaged Casimir Capital Ltd. and IBK Capital Corp. (the “Agents”) to undertake, on a best efforts agency basis, a private placement (the “Private Placement”) of units of the Company (the “Units”).The Units will consist of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable for one common share of the Company for a period of 24 months from the closing date at an exercise price equal to the issue price of the common shares under the Private Placement. A portion of the placement shall include BC super flow through shares. The size and pricing of the Private Placement will be determined in the context of the market.
Closing of the Private Placement will be subject to the satisfaction of customary closing conditions, including the receipt of necessary regulatory approvals. In connection with the Private Placement, the Company has agreed to pay to the Agents a cash fee equal to 8% of the gross proceeds received and issue to the Agents non-transferable warrants equal to 8% of the securities sold pursuant to the Private Placement. All securities issued pursuant to the Private Placement will be subject to a four month and one day hold period.
Interested parties are advised to contact the Agents direct:
IBK Capital Corp.
Erik Williams, Executive Vice-President
Casimir Capital Ltd.
Riley Keast, CFA
About Brixton Metals
Brixton is a Vancouver based mineral exploration company engaged in the acquisition and exploration of precious metals assets. Brixton’s management is focused on advancing large-scale deposits to feasibility. Brixton’s portfolio is comprised of two properties: Thorn (BC), and Kahilt (Alaska). The Kahilt District is the name Brixton has given to its lands within the Kahiltna Terrane, a 650 km long section of Alaska that was infused with copper and gold mineralization. The Kahiltna Terrane hosts the giant Pebble gold-copper deposit of Anglo-American and Northern Dynasty, the Whistler gold-copper deposit being developed by Kiska Metals, and Millrock Resources’ Estelle gold property being explored in joint venture with Teck American Incorporated. 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.
On Behalf of the Board of Directors
Mr. Gary R. Thompson, Chairman and CEO
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, exercise of the Company’s option agreements, the completion of the Private Placement on the terms set forth herein, the anticipated closing date of the Private Placement and the use of proceeds from the Private Placement 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 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 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.
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.