Mr. Gary Thompson reports

BRIXTON METALS CLOSES TRANCHE 2 OF $14.5 MILLION PRIVATE PLACEMENT

Brixton Metals Corp. has completed the second tranche of the non-brokered private placement previously announced on Oct. 30, 2023, Nov. 6, 2023, Nov. 10, 2023, and Nov. 20, 2023.

The first tranche of the offering, which closed on Nov. 20, 2023, consisted of 15,016,666 units and 49,386,593 national flow-through units (NFT units). The second tranche of the offering consisted of 16,384,645 charity flow-through units, for total gross proceeds from both tranches of $14,580,535.51.

Each charity FT 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 charity FT units shall entitle the holder to purchase one common share of the company at a per-share price of 23 cents until Nov. 22, 2025.

Following completion of the offering, the company's largest shareholder, BHP Investments Canada Inc., a wholly owned subsidiary of BHP Group Ltd., purchased the 16,384,645 units of the company that were initially purchased from the company by other purchasers as part of the charity FT units in order to maintain its 19.9-per-cent pro rata share position in the company.

Proceeds from the sale of 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 securities issued to subscribers of the charity FT units will be subject to a hold period until March 23, 2024, pursuant to applicable Canadian securities laws.

We seek Safe Harbor.