Mr. Gary Thompson reports

BRIXTON METALS ANNOUNCES PRIVATE PLACEMENT OF UP TO $10 MILLION

Brixton Metals Corp. has arranged a non-brokered private placement offering from the sale of a combination of the following for gross proceeds of up to $10-million:

• Units of the company at a price of 15 cents per unit;
• National flow-through units of the company at a price of 17 cents per NFT unit;
• Charity flow-through units that will be issued as part of a charity arrangement at a price of 24 cents per charity FT unit.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant, each warrant exercisable at a per share price of 23 cents until the second anniversary of the closing date of the offering.

Each NFT unit and charity FT unit will consist of one common share of the company to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one warrant. Each whole warrant comprising the NFT units shall entitle the holder to purchase one common share of the company at a per-share price of 23 cents until the second anniversary of the closing date of the offering. Each whole warrant comprising the charity FT units shall entitle the holder to purchase one common share of the company at a per-share price of 23 cents until the second anniversary of the closing date of the offering.

The company's largest shareholder, BHP Investments Canada Inc., a wholly owned subsidiary of BHP Group Ltd., intends to participate in the offering to maintain its 19.9-per-cent pro rata share position.

The securities issued to subscribers in the offering will be subject to a hold period of four months and one day pursuant to applicable Canadian securities laws. The proceeds raised from the sale of the units will be used by the company for general corporate purposes. Proceeds from the sale of FT units will be used to incur Canadian exploration expenses and flow-through mining expenditures as defined in the Income Tax Act (Canada).

The offering is subject to acceptance by the TSX Venture Exchange. Finder's fees in amounts to be determined may be payable to persons who introduce the company to subscribers to the offering.

The anticipated closing of the private placement is Nov. 15, 2023.

We seek Safe Harbor.