Brixton Metals Closes Private Placement

Press Release

VANCOUVER, British Columbia, Nov. 25, 2024 — Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) (the “Company” or “Brixton”) is pleased to announce that it completed on November 22, 2024, the non-brokered private placement previously announced on November 13, 2024 (the “Offering”).

The Offering consisted of 66,486,631 flow-through units (each, a “FT Unit”), for total gross proceeds of $5,983,796.87.

Each 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) (each, a “FT Share”) and one half of one non-transferable common share purchase warrant (a “Warrant”), each whole Warrant exercisable at a per share price of $0.12 until November 22, 2026.

One insider participated in the Offering for aggregate cash consideration to the Company of $35,000, 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 (“MI 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 $2,500,000.

50% of the proceeds from the sale of the FT Shares will be used to incur “flow through mining expenditures”, and the other 50% of the proceeds will be used to incur “flow-through critical mineral mining expenditures”, both as defined in the Income Tax Act (Canada), or in such other proportions and amounts as approved by the Board of Directors of the Company upon reviewing all applicable exploration data available to it.

The securities issued to subscribers of the FT Units are subject to a hold period until March 23, 2025, pursuant to applicable Canadian securities laws.

Finder’s fees of an aggregate $221,639.99 and 2,462,666 warrants to purchase common shares of the Company at a per share price of $0.12 until November 22, 2026 were paid to persons who introduced the Company to subscribers to the Offering.

On Behalf of the Board of Directors

Mr. Gary R. Thompson, Chairman and CEO
Tel: 604-630-9707 or email: info@brixtonmetals.com

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