Brixton Metals Drills Kimberlite in 10 of 11 Holes at its Langis Project and Announces Private Placement
VANCOUVER, Nov. 29, 2018 - Brixton Metals Corp. (TSXV: BBB) (the “Company” or “Brixton”) is pleased to announce that it has encountered kimberlite in 10 out of 11 holes drilled at the kimberlite target. The new drilling seems to expand the kimberlitic body to a minimum 20 hectares in size. HQ sized core drilling is ongoing with the objective to test for further extension of the kimberlitic units as well as to identify potential feeder vents.
Figure 1: Plan Map, Langis Project
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/NR-29Nov2018-Fig-1-web.jpg
Generally, the kimberlite, which varies in thickness from 20 to 70 metres, was intersected immediately below the overburden and appears to form sub-flat layers located above the Archean volcanics (see figure below).
Figure 2: Kimberlite model cross section
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/NR-29Nov2018-Fig-2-web.jpg
The kimberlite and its associated gravity low anomaly are located west and northwest of the Langis silver mine workings. The kimberlite intersections are located on patented land, road accessible, and near power, rail and local infrastructure.
Chairman and CEO of Brixton, Gary R. Thompson stated, “We are delighted by the extent of the kimberlite material we have drilled. The Company is working with senior diamond experts to further evaluate the potential of this exciting new discovery. Results of the analytical work on the kimberlite shall be released as soon as they are made available.” Mr. Thompson further stated, “While the Company is planning to focus its efforts on the Atlin Goldfields project in 2019, this new diamond bearing kimberlite discovery represents great optionality for our shareholders.”
Select core pictures of the kimberlite encountered at Langis below.
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/Kim2.jpg
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/Kim3.jpg
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/Kim4.jpg
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/Kim5.jpg
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/Kim6.jpg
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/Kim7.jpg
http://brixtonmetals.com/wp/wp-content/uploads/2018/11/Kimb.jpg
Brixton is proposing a private placement of up to C$2,000,000 in securities of the Company, comprised of any combination of Units and flow-through shares (the “Private Placement”):
- units of the Company issued at a price of C$0.15 per Unit (the “Units”), each Unit shall consist of one common share of the Company (a "Common Share") and one common share purchase warrant of the Company (each warrant, a "Warrant"); and
- FT shares of the Company issued at a price C$0.17 per FT Share issued on a flow-through basis (the “FT Shares”);
The Company retains an option to increase the offering size to C$2,500,000.
Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of C$0.25 for a period of 24 months after the closing date, which is expected to be on or about December 18, 2018 (the “Closing Date”). The Warrants are subject to an accelerator clause. In the event that the Company's common shares trade at a closing price on the TSX Venture Exchange (the “Exchange”) of greater than C$0.50 per share for a period of 20 consecutive trading days at any time after the Closing Date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.
The gross proceeds from the issuance of the FT Shares will be used for Canadian Exploration Expenses (“CEE”), and will qualify as “flow-through mining expenditures” (the “Qualifying Expenditures”), as defined in subsection 127(9) of the Income Tax Act (Canada), which will be renounced to the subscribers with an effective date no later than December 31, 2018 to the initial purchasers of the Offered Securities in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares, as applicable, and, if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
The net proceeds from the Private Placement of Units and the gross proceeds from the Private Placement of FT Shares shall be primarily used for exploration and development activities and for general capital purposes.
The FT Shares and Units will be offered by way of the "accredited investor" exemption under National Instrument 45-106 Prospectus Exemptions in all the Canadian provinces or territories. In addition, the Units will be offered in offshore jurisdictions and in the United States, in each case, pursuant to available exemptions from the prospectus and registration requirements or international jurisdictions (the "Selling Jurisdictions").
Pursuant to the National Instrument 45-102, Resale of Securities, and TSX Venture Exchange (the “Exchange”) Policy, securities issued pursuant to the Offering shall be subject to a restricted resale period of four months commencing on the Closing Date. The securities issued pursuant to the Offering are not, and will not be, registered under the 1933 Act. Accordingly, securities acquired by US buyers will be subject to additional restrictions on resale under the 1933 Act.
The Company shall pay to the finders a cash commission equal to 7.0% of the gross proceeds sourced by the finder under the Offering. In addition, the Company shall issue to the finder warrants (the "Finder Warrants") exercisable at any time from the Closing Date to the day prior to the date that is 36 months following the Closing Date to acquire, in aggregate, that number of common shares of the Company (the "Finder Shares") which is equal to 7.0% of the aggregate number of Offered Securities sourced by the finder at an exercise price equal to the issue price per Unit.
The focus for the Company in 2019 will be to advance its recently consolidated Atlin Goldfields Project, where some high grade gold intercepts have been obtained.
Mr. Sorin Posescu, P.Geo., VP Exploration, is a Qualified Person as defined under National Instrument 43-101 standards and has reviewed and approved this news release.
About Brixton Metals Corporation
Brixton is a Canadian exploration and development company focused on the advancement of its gold and silver projects toward feasibility. Brixton wholly owns four exploration projects, the Thorn gold-silver and the Atlin gold projects located in NWBC, the Langis-Hudson Bay silver-cobalt project in Ontario and the Hog Heaven silver-gold-copper project in NW Montana, USA. The Company is actively seeking JV partners to advance one or more of its projects. Brixton Metals Corp. shares trade on the TSX-V under the ticker symbol BBB. For more information about Brixton please visit our website at www.brixtonmetals.com.
On Behalf of the Board of Directors
Mr. Gary R. Thompson, Chairman and CEO
Tel: 604-630-9707 or email: info@brixtonmetals.com
For Investor relations please contact Mitchell Smith at mitchell.smith@brixtonmetals.com or 604-630-9707
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
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.
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, including statements that address potential quantity and/or grade of minerals, potential size and expansion of a mineralized zone, proposed timing of exploration and development plans, or other similar expressions. All statements, other than statements of historical fact included herein including, without limitation, statements regarding the use of proceeds, TSXV final approval, and the exploration potential of the Hog Heaven project based on historical drill results and forward looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which 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, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; and the additional risks identified in the annual information form of the Company or other reports and filings with the TSXV and applicable Canadian securities regulators. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
