Brixton Metals Signs LOI for its Atlin Goldfields Project to Pacific Bay Minerals for $3.2M in Cash, 10M shares, $7M in Work and 2% NSR
VANCOUVER, March 24, 2022 - Brixton Metals Corp. (TSX-V: BBB, OTCQB: BBBXF) (the "Company" or "Brixton") is pleased to announce it has entered into a Letter of Intent with Pacific Bay Minerals Ltd. (TSXV: "PBM" or "Pacific Bay"), subject to a Definitive Agreement. Under the Agreement, Pacific Bay has the Option to acquire 100% interest in the Atlin Goldfields Project located within the traditional territory of Taku River Tlingit First Nations, Atlin, British Columbia, Canada.
Chairman and CEO Gary R. Thompson Stated, "We are excited to have Pacific Bay take on the Atlin Goldfields Project. This deal would mark Brixton's second Option Agreement, having optioned the Hog Heaven Project to Ivanhoe Electric in recent years. It provides value add for Brixton shareholders while the Company focuses on the flagship Thorn Project."
Terms of the Agreement:
Under the terms of the Letter Agreement, Pacific Bay may acquire up to a 100% interest in the Atlin Goldfields Project, by completing the following:
- Pacific Bay may earn a 51% interest in the Property by completing $3,500,000 in Exploration Expenditures, paying $1,725,000 cash, and issuing 5,000,000 Pacific Bay shares, on or before the 4th anniversary of the closing of the Agreement.
- If the 51% interest earn-in has been completed, Pacific Bay may earn an additional 49% interest in the Property by completing an additional $3,500,000 in Exploration Expenditures, paying $1,500,000 cash, and issuing 5,000,000 Pacific Bay shares, on or before the 7th anniversary of the closing of the Agreement.
If Pacific Bay exercises the 51% earn-in and elects to not exercise the additional 49% earn-in, Pacific Bay and Brixton will enter into a joint venture, whereby the interest in the property will revert to 49% in favour of Pacific Bay and 51% in favour of Brixton, with each party then participating in programs and budgets according to their pro-rata interests.
If Pacific Bay completes the option and acquires 100% of the Property, Brixton will retain at 2% Net Smelter Return Royalty (NSR), with 1% of the NSR purchasable at any time by Pacific Bay for $2,500,000.
Table 1. Schedule of Payments and Work.
| Event | Cash | Shares | Exploration Expenditures | ||
| Upon Signing LOI | $25,000 | ||||
| Completion of Definitive Agreement | $100,000 | 750,000 | |||
| 1st Anniversary | $200,000 | 1,000,000 | $500,000 | ||
| 2nd Anniversary | $250,000 | 1,000,000 | $1,000,000 | ||
| 3rd Anniversary | $500,000 | 1,000,000 | $1,000,000 | ||
| 4th Anniversary | $650,000 | 1,250,000 | $1,000,000 | ||
| 5th Anniversary | $500,000 | 1,000,000 | $1,000,000 | ||
| 6th Anniversary | $500,000 | 2,000,000 | $1,000,000 | ||
| 7th Anniversary* | $500,000 | 2,000,000 | $1,500,000 | ||
| *100% Earned total | $3,225,000 | 10,000,000 | $7,000,000 | ||
All values are in Canadian dollars. Anniversary dates are based on the Definitive Agreement.
About Brixton Metals Corporation
Brixton is a Canadian exploration and development company focused on the advancement of its mining projects. Brixton wholly owns four exploration projects, the Thorn copper-gold-silver Project, the Atlin Goldfields Project (now under LOI with Pacific Bay Minerals) both located in NW BC, the Langis-Hudbay silver-cobalt Projects in Ontario and the Hog Heaven silver-gold-copper Project in NW Montana, USA, (under Option Agreement to Ivanhoe Electric Inc). Brixton Metals Corp. shares trade on the TSX-V under the ticker symbol BBB, and on the OTCQB under the ticker symbol BBBXF. 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, VP Investor Relations
Tel: 604-630-9707 or email: mitchell.smith@brixtonmetals.com
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. 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.
