Brixton Metals Closes tranche 1 of $14.5 million Private Placement
2023年11月21日 - 7:17AM
Brixton Metals Corporation
(TSX-V: BBB, OTCQB:
BBBXF) (the “
Company” or
“
Brixton”) is pleased to announce that it has
completed the first tranche of the non-brokered private placement
previously announced on October 30, 2023, November 6, 2023 and
November 10, 2023 (the "
Offering").
The first tranche of the Offering consisted of
15,016,666 units (“Units”) and 49,386,593 national flow-through
units (“NFT Units”). The second tranche of the Offering will
consist of 16,384,645 charity flow-through units (“Charity FT
Units”) scheduled to close later this week, for total gross
proceeds from both tranches of $14,580,535.51.
Each Unit consisted of one common share of the
Company and one half of one transferable common share purchase
warrant (a “Warrant”), each whole Warrant exercisable at a per
share price of $0.23 until November 20, 2025. Each NFT 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, an “FT Share”) and one half of one transferable
Warrant. Each whole Warrant comprising the NFT Units shall entitle
the holder to purchase one common share of the Company at a per
share price of $0.23 until November 20, 2025.
One insider participated in the Offering for
aggregate cash consideration to the Company of $35,003, 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.
The proceeds raised from the sale of the Units
will be used by the Company for general corporate purposes.
Proceeds from the sale of NFT Units will be used to incur “Canadian
exploration expenses” and “flow through mining expenditures” as
defined in the Income Tax Act (Canada).
The securities issued to subscribers of the NFT
Units will be subject to a hold period until March 21, 2024
pursuant to applicable Canadian securities laws. Because the
offering of the Units was completed pursuant to the Listed Issuer
Financing Exemption, the securities issued to Canadian resident
subscribers for the Units were not subject to a hold period
pursuant to applicable Canadian securities laws.
Finder's fees of an aggregate $92,940.12 and
558,235 warrants to purchase common shares of the Company at a per
share price of $0.23 until November 20, 2025 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
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, or other similar expressions. All
statements other than statements of historical fact included herein
are forward-looking statements, including, without limitation,
statements regarding potential quantity and/or grade of minerals,
potential size and expansion of a mineralized zone, proposed timing
of exploration and development plans, and the use of proceeds of
the Private Placement. 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.
Brixton does not undertake to update any
forward-looking information except in accordance with applicable
securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the 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 (the "U.S. Securities Act") 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, U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws, unless an exemption from such registration is
available.
Not for distribution to United States Newswire
Services or for dissemination in the United States
Brixton Metals (TSXV:BBB)
過去 株価チャート
から 11 2024 まで 12 2024
Brixton Metals (TSXV:BBB)
過去 株価チャート
から 12 2023 まで 12 2024