Mr. Gary Thompson reports

BRIXTON METALS CLOSES TRANCHE 1 OF ITS PRIVATE PLACEMENT

Brixton Metals Corp. completed on Dec. 2, 2025, the first tranche of a non-brokered private placement previously announced on Nov. 14, 2025.

The offering consisted of 30,062,500 national flow-through units at a per-FT-unit price of eight cents, 37,761,989 critical mineral flow-through units at a per-CMFT-unit price of 8.5 cents and 1,192,857 non-flow-through units at a per-NFT-unit price of seven cents for total gross proceeds of $5,698,269.06.

Each of the FT units, CMFT units and NFT units consisted of a national flow-through share, a critical mineral flow-through share, and a common share, respectively, and each of the units also comprised one non-transferable warrant. Each warrant entitles the holder to purchase one additional non-flow-through common share of the company at a per-share price of 10 cents until Dec. 2, 2028.

One insider participated in the offering for aggregate cash consideration to the company of $29,999.90, 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 FT units will be used to incur Canadian exploration expenses and flow-through mining expenditures as defined in the Income Tax Act (Canada). The gross proceeds from the CMFT units will be used to incur flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the act. Exploration expenditures are mainly for drilling at the Thorn copper-gold project in British Columbia and the Langis silver-cobalt project in Ontario. The gross proceeds from the NFT units will be used for general corporate purposes.

The securities issued to subscribers of the FT units and CMFT units and some of the NFT units issued to offshore subscribers will be subject to a hold period until April 3, 2026, pursuant to applicable Canadian securities laws.

A total of 342,857 common shares and warrants comprising the NFT units issuable under the offering were 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 NFT units was completed pursuant to the listed issuer financing exemption, the securities issued to Canadian resident subscribers for the non-flow-through common shares and warrants underlying the NFT units are not subject to a hold period pursuant to applicable Canadian securities laws.

Finders' fees of an aggregate $88,246.14 and 1,051,481 non-transferable warrants to purchase common shares of the company at a per-share price of 10 cents until Dec. 2, 2028, were paid to arm's-length persons who introduced the company to subscribers to the offering.

We seek Safe Harbor.