VANCOUVER, BC, July 29, 2011 – Brixton Metals Corporation (TSX-V: BBB) (the “Company” or “Brixton”) is pleased to announce that a final short form prospectus has been filed with and receipted by the regulatory authorities in each of the provinces of Canada, other than Manitoba and Québec, in connection with an offering of units (“Units”) and flow-through units (“Flow-Through Units”) of the Company (the “Offering”). Under the terms of the Offering, the Company is offering for sale a minimum 10,500,000 Units and a maximum of 20,000,000 Units, as well as 5,263,157 Flow-Through Units.Global Maxfin Capital Inc. is acting as exclusive agent for the Offering pursuant to an agency agreement dated July 28, 2011.
Each Unit will be comprised of one common share (a “Common Share”) of the Company and one common share purchase warrant (an “Offered Warrant”) and each Flow-Through Unit will be comprised of one common share to be issued on a “flow-through” (a “Flow-Through Share”) basis and one-half of one Offered Warrant also to be issued on a “flow-through” basis. Each Unit is being offered at ? price of $0.15 and each Flow-Through Unit is being offered at a price of $0.19.Each whole Warrant will be exercisable to acquire one common share of the Company for a period of 24 months from the closing date of the Offering at an exercise price of $0.25.
The TSX Venture Exchange (the “TSX-V”) has conditionally approved the listing of the Common Shares, the Flow-Through Shares, the Offered Warrants and the common shares underlying the Offered Warrants, subject to the Company fulfilling all of the listing requirements of the TSX-V.Closing of the Offering is scheduled for August 4, 2011, subject to customary closing conditions and the fulfillment of the TSX-V listing conditions.
This Offering is only made by prospectus. The prospectus contains important detailed information about the securities being offered.Copies of the prospectus may be obtained from Global Maxfin Capital Inc. c/o Carlos Vargas, Syndication, Global Maxfin Capital Inc., 181 University Ave., Suite 401, Toronto, ON, M5H 3M7, firstname.lastname@example.org, telephone (647) 776-7235 or fax (416) 640-2993.
Brixton also announces that it has re-filed its interim financial statements (“Financial Statements”) and management discussion and analysis (“MD&A”) on July 28, 2011 for the period ending March 31, 2011 to include the following changes which were not originally included in the interim financial statements for the same period: amendments to the MD&A to include disclosure regarding previous financings and a discussion of quarterly results; and to the Financial Statements with respect to a non-cash future income tax adjustment. Other than as noted above, there were no material changes made to the previously filed interim financial statements of the Company.
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-V 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
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 closing of the Offering, the listing of the Company’s securities on the TSX-V, the price of the Offering and the completion of the Offering on the terms set forth herein 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-V 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.