VANCOUVER, BC – August 24, 2010 – Brixton Metals Corporation (“Brixton” or the “Company”) is pleased to announce that it has entered into an amalgamation agreement (the “Amalgamation Agreement”) with Marksmen Capital Inc. (“Marksmen”), a capital pool company listed on the TSX-Venture Exchange and its subsidiary, Marksmen Acquisition Corp. Pursuant to the Amalgamation Agreement, Marksmen and the Company would enter into a business combination whereby Marksmen would acquire all of the issued and outstanding common shares of the Company in exchange for the issuance of 1.8 common shares of Marksmen for each common share of the Company. This proposed transaction would constitute a reverse takeover transaction pursuant to the terms of the TSX-Venture Exchange. This transaction is subject to shareholder approval and certain regulatory approvals. In the event this transaction does not proceed, the Company has agreed to reimburse Marksmen for reasonable expenses incurred up to a maximum of $40,000. In addition, the Company would be required to pay certain shareholders of Marksmen up to $35,000 in relation to the cancellation of specific Marksmen common shares.
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.
Cautionary Statement Regarding Forward-Looking Information
Certain of the statements made and information contained in this press release may constitute forward-looking information within the meaning of applicable securities legislation. All information and statements which are not historical fact constitute forward-looking information and, in many cases, can be identified by words such as “may”, “will”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “potential”, or other similar terminology. The forward-looking information contained in this press release is based on the reasonable expectations and beliefs of management as at the date of this press release and involves numerous assumptions, known and unknown risks and uncertainties, both general and specific to Brixton and the industry in which the Company operates. Such assumptions, risks and uncertainties include, but are not limited to future prices of gold or other metals, the factual results of current exploration, development and mining activities, changes in project parameters as plans continue to be evaluated as well as those factors disclosed in Brixton’s documents filed from time to time with the securities regulators in the provinces of British Columbia, Alberta and Ontario. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of the Company, or industry results, may vary materially from those described in this press release. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as otherwise required by law, Brixton does not intend to and assumes no obligation to update or revise forward-looking information, whether as a result of new information, plans, events or otherwise.
For further information:
Brixton Metals Corporation, Investor Relations
Tel: +1 (604) 630-9707
TollFree: 1 (888) 863-8601