Mr. Gary Thompson reports
BRIXTON METALS ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT
Brixton Metals Corp. has closed the first tranche of its non-brokered private placement offering. In connection with closing of the first tranche, the company has issued 6,779,767 units at a price of 66 cents per unit, for gross proceeds of $4,474,646.22.
Each unit consists of one common share in the capital of the company and one common share purchase warrant, with each warrant exercisable to purchase one additional common share at an exercise price of 90 cents until Aug. 15, 2029. The warrants are subject to an accelerated expiry if, any time after the closing date of the offering, the closing price of the common shares of the company on the TSX Venture Exchange, or such other market as the shares may trade from time to time, is or exceeds $1.40 for 10 consecutive trading days, in which event the holders of the warrants may, at the company's election, be given notice and the company will issue a press release announcing that the warrants will expire 10 days following the date of such news release. The warrants may be exercised by the holder of the warrants during the 10-day period between the date of the news release announcing the accelerated expiry date and the expiration of the warrants.
The net proceeds from the offering will be used for exploration at the Langis silver project and for general working capital purposes. The securities issued in the first tranche of the offering are subject to a hold period expiring on Dec. 15, 2026, in accordance with applicable securities laws. The company intends to complete a final tranche of the offering and will provide additional details once complete.
In connection with completion of the first tranche of the offering, the company has paid finders' fees of $125,146.56 and issued 189,616 non-transferable share purchase warrants to certain arm's-length third parties who assisted in introducing subscribers. Each finder's warrant is exercisable at an exercise price of 66 cents until Aug. 15, 2029, and each finder's warrant is subject to the same acceleration provisions as the warrants.
Certain directors, officers and their affiliates participated in the offering in the amount of 238,000 units. Participation in the offering by insiders of the company constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance of securities to insiders of the company is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the insiders of the company does not exceed 25 per cent of the company's market capitalization. The company did not file a material change report at least 21 days in advance of the closing of the offering as the participation of such directors, officers and their affiliates in the offering had not been confirmed at that time.
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