Mr. Gary Thompson reports

BRIXTON METALS CLOSES TRANCHE 1 OF $14.5 MILLION PRIVATE PLACEMENT

Brixton Metals Corp. has completed the first tranche of the non-brokered private placement previously announced on Oct. 30, 2023, Nov. 6, 2023, and Nov. 10, 2023.

The first tranche of the offering consisted of 15,016,666 units and 49,386,593 national flow-through units (NFT units). The second tranche of the offering will consist of 16,384,645 charity flow-through units (charity FT units) scheduled to close later this week, for total gross proceeds from both tranches of $14,580,535.51.

Each unit consisted of one common share of the company and one half of one transferable common share purchase warrant, each whole warrant exercisable at a per share price of 23 cents until Nov. 20, 2025. Each NFT unit consisted of one common share of the company issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one transferable 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 Nov. 20, 2025.

One insider participated in the offering for aggregate cash consideration to the company of $35,003, which constitutes a related party transaction under TSX Venture Exchange policy 5.9. The company availed itself of the exemptions contained in Section 5.5(c) of Multilateral Instrument 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities to be distributed in the transaction, and the consideration to be received by the company for those securities, insofar as the transaction involves interested parties did not exceed $2.5-million.

The proceeds raised from the sale of the units will be used by the company for general corporate purposes. Proceeds from the sale of NFT units will be used to incur Canadian exploration expenses and flow-through mining expenditures as defined in the Income Tax Act (Canada).

The securities issued to subscribers of the NFT units will be subject to a hold period until March 21, 2024, pursuant to applicable Canadian securities laws. Because the offering of the units was completed pursuant to the listed issuer financing exemption, the securities issued to Canadian resident subscribers for the units were not subject to a hold period pursuant to applicable Canadian securities laws. Finders' fees of an aggregate $92,940.12 and 558,235 warrants to purchase common shares of the company at a per share price of 23 cents until Nov. 20, 2025, were paid to persons who introduced the company to subscribers to the offering.

We seek Safe Harbor.