On April 10, 2026, Brixton Metals Corporation announced the successful closing of a non-brokered private placement that generated combined gross proceeds of $4,048,899.84. The placement consisted of 1,110,000 national flow-through shares (referred to as FT Shares) issued at $1.35 per share and 1,771,111 critical mineral flow-through shares (referred to as CMFT Shares) issued at $1.44 per share. The company trades on the TSX Venture Exchange as BBB and on OTCQX as BBBXF, and management framed the financing as a targeted step to advance near-term work programs.
Allocation of funds and project focus
The proceeds from the FT Shares will be applied toward expenditures that qualify as Canadian exploration expenses and flow-through mining expenditures under the Income Tax Act (Canada), while the capital raised from the CMFT Shares will be used for flow-through critical mineral mining expenditures as defined in subsection 127(9) of the Act. These tax-focused structures allow eligible Canadian investors to receive immediate tax deductions for qualifying exploration work. Brixton intends to allocate most of the funds to drilling and exploration activities at the Thorn Copper-Gold Project in British Columbia and the Langis Silver-Cobalt Project in Ontario, where ongoing field programs remain a priority.
Key offering terms and investor protections
All securities issued in connection with the financing are subject to a statutory four-month and one-day hold period, which expires on August 11, 2026 in accordance with applicable Canadian securities laws. The company also confirmed standard regulatory disclosures and reiterated that this issuance was completed on a non-brokered basis. Investors who participated received securities consistent with the subscription agreements, and Brixton emphasized that the flow-through nature of the shares requires the company to incur and renounce qualifying exploration expenditures to subscribers, preserving the intended tax attributes.
Finder compensation and warrant details
As part of the closing, Brixton paid a finder fee of $30,000 and issued 20,833 non-transferable common share purchase warrants (each, a Compensation Warrant) to an arm’s-length party who introduced a subscriber to the Offering. Each Compensation Warrant can be exercised to acquire one common share of Brixton at an exercise price of $1.44 and remains valid until April 10, 2028. These warrants are non-transferable and are intended to remunerate the introducing party while aligning incentives with future share appreciation.
Corporate contacts and regulatory notes
Questions from shareholders and the market were directed to Mr. Gary R. Thompson, Chairman and CEO, via [email protected], and investor relations inquiries were routed to Mr. Michael Rapsch, Vice President Investor Relations, at [email protected] or by telephone at 604-630-9707. The release also invited followers to the company’s social channels for operational updates. The TSX Venture Exchange and its Regulation Services Provider are not responsible for the adequacy or accuracy of the release, a standard regulatory disclaimer for exchange-listed issuers.
Forward-looking statements and U.S. restrictions
The news statement contained the customary caution that certain passages constitute forward-looking information, addressing expectations about the use of proceeds, future exploration programs, and business strategy. Management warned that actual outcomes may differ because of risks such as the need for additional financing, exploration and operational risks, commodity price volatility, title matters, and other factors set out in company filings. The release also clarified that the securities were not and will not be registered under the U.S. Securities Act of 1933 and therefore cannot be offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption.
In summary, the financing secures targeted capital for field work at two priority projects while maintaining tax-advantaged treatment for qualifying Canadian investors through the use of flow-through and critical mineral flow-through share structures. The issuance includes modest finder compensation via warrants and adheres to applicable hold periods and regulatory notices, positioning Brixton to continue its exploration programs with fresh funding and corporate governance disclosures in place.
