VANCOUVER, British Columbia, November 14, 2025 (GLOBE NEWSWIRE) — Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) (“Company” or “Brixton“) is pleased to announce the offering of a non-brokered private placement (“Offer”) any combination of National cross-cutting units (“FT units“) at $0.08 per unit foot, critical mineral flow units (“CMFT units“) priced at $0.085 per CMFT and non-flow units (“NFT units“) at a price of $0.07 per NFT Unit, for aggregate gross proceeds of up to $18 million (NFT Units are currently expected to generate up to $12,000,000 in gross proceeds). Each of the FT Units, CMFT Units and NFT Units (collectively “Units“”) consists of a National Passing Share, a Passing Critical Minerals Share and a Non-Passing Common Share, respectively, and each of the Units also includes one warrant (“OrderEach warrant entitles the holder thereof to purchase an additional non-vested share of the Company's Common Stock at a price of $0.10 per share for a period of three years from the date of issuance.
Chairman and CEO Gary R. Thompson stated: “I would like to thank the strong support we have received from existing shareholders and we are delighted to welcome a new strategic investor to the list of prominent mining investors on the company's register.“
Subject to applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“Prospectus Exemptions”).IS 45-106“”), the shares of common stock and warrants comprising the NFT Units issued in the Offering will be offered for sale to purchasers located in Canada other than Quebec (“Buyers“) in accordance with the listed issuer's exemption from financing under Part 5A of NI 45-106 (“Exemption from financing of a listed issuerBecause the offering of NFT Units is being completed pursuant to the Listed Issuer Financing Exemption, securities issued to Canadian resident subscribers for the outstanding Common Shares and warrants underlying the NFT Units will not be subject to a hold period under applicable Canadian securities laws.
There is an offering document associated with the offer of NFT Units which can be accessed under the Company's profile at www.sedarplus.com and on the Company's website at https://brixtonmetals.com/offering-document/. Buyers will receive the benefits of the offering document and the rights provided under the listed issuer's financing exemption. Prospective investors should read this offering document before making an investment decision.
Securities issued to other subscribers of FT Units and CMFT Units will be subject to a hold period of four months and one day in accordance with applicable Canadian securities laws.
Proceeds received from the sale of NFT Units will be used by the Company for general corporate purposes. Proceeds from the sale of FT Units will be used to defray “Canadian exploration expenses” and “mining expenses” as defined in Income Tax Law (Canada). The gross proceeds from the CMFT units will be used to meet the “current critical mining costs” as defined in subsection 127(9) of the Act. Exploration costs primarily relate to drilling at the Thorne copper-gold project in British Columbia and the Langis silver-cobalt project in Ontario.
Finder fees, in amounts to be determined, may be paid to individuals who introduce the Company to subscribers of the Offering. Company insiders may participate in the Placing. The Offer is subject to acceptance by the TSX Venture Exchange.
On behalf of the Board of Directors
Mr. Gary R. Thompson, Chairman and Chief Executive Officer
[email protected]
For investor relations inquiries, please contact Mr. Michael Rapsch, Vice President of Investor Relations. e-mail: [email protected] or call 604-630-9707.
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The information set forth in this press release may include forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are statements that relate to future rather than past events. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “expect”, “believe”, “plan”, “estimate”, “expect” and “intend”, statements that an action or event “may”, “could”, “could”, “should” or “will” be taken or occur, or other similar expressions. All statements other than statements of historical fact included herein are forward-looking statements, including, without limitation, statements regarding the potential quantity and/or quality of mineral resources, the potential size and expansion of the mineralized zone, the proposed timing of exploration and development plans, the proposed timing of completion of the private placement, the expected number of shares of Common Stock and gross proceeds from the private placement, and the use of proceeds from the private placement. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or other future events to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; the name matters; the fact that the private placement may not close as planned or at all, and the additional risks identified in the Company's annual information form or other reports and documents filed with the TSXV and applicable Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions as of the date these statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances change, except as required by applicable securities laws. Investors are cautioned not to place undue reliance on forward-looking statements.
Brixton does not undertake to update any forward-looking information except as required by applicable securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (“US Securities Law“) or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of United States persons unless registered under the United States Securities Act and applicable state securities laws, unless an exemption from such registration is available.
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