Mr. Gary Thompson reports

BRIXTON METALS PRIVATE PLACEMENT OVER-SUBSCRIBED

Due to overwhelming interest, Brixton Metals Corp.'s non-brokered private placement previously announced on Oct. 30, 2023, has been over-subscribed.

The offering will now consist of up to 12.1 million units, up to 49,652,994 national flow-through units (NFT units) and up to 15,726,216 charity flow-through units, for total gross proceeds of up to $14,030,300. All other terms of the offering remain unchanged.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the units issuable under the offering will be offered for sale to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. Because the offering of the units is being completed pursuant to the listed issuer financing exemption, the securities issued to Canadian resident subscribers for the units will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the offering of the units that can be accessed under the company's profile on SEDAR+ and on the company's website.

The purchasers will have the benefit of the offering document and the rights provided under the listed issuer financing exemption. Prospective investors should read this offering document before making an investment decision.

The securities issued to the other subscribers for the NFT units and charity FT units 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 and the charity 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 certain conditions, including the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.

The anticipated closing of the offering is Nov. 15, 2023. Finder's fees in amounts to be determined may be payable to persons who introduce the Company to subscribers to the Offering.

We seek Safe Harbor.