Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) (the
“Company” or “Brixton”) is pleased to announce that its
Earn-In partner Pacific Bay Minerals Ltd. (TSXV: “
PBM” or
“Pacific Bay”) has completed the first phase of the
closing agreement, which includes a minimum of $500,000 financing,
a NI-43-101 Technical Report by Pacific Bay and regulatory
approvals. 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 delighted that Pacific Bay has completed the first step in our
Agreement and look forward to their exploration results in the
years to come.”
Terms of the Definitive Agreement
Under the terms of the Definitive Agreement,
Pacific Bay may acquire up to a 100% interest in the Atlin
Goldfields Project, by paying Brixton $3,225,000 in cash, issuing
to Brixton 10,250,000 Pacific Bay common shares, incurring
$7,000,000 in exploration expenditures over 7 years and if
completed Brixton shall retain a 2% NSR, as further defined
below:
1. 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 5,250,000 Pacific Bay shares,
on or before the 4th anniversary of the closing of the
Agreement.
2. 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.
3. 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.
4. If Pacific Bay completes the Option and
acquires 100% of the Property, Brixton will retain a 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 (received) |
|
|
Completion of Definitive Option Agreement |
$100,000 (received) |
1,000,000 (received) |
|
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 |
TOTALS |
|
|
|
*100% Earned |
$3,225,000 |
10,250,000 |
$7,000,000 |
All values are in Canadian dollars. Anniversary dates are based
on the Definitive Agreement.
About the Atlin Goldfields
Project
The Atlin Goldfields region has been a source of
active placer production for the last 125 years, with gold
production continuing to this day. The 578.9 km2 land package
underlies the majority of the Atlin placer gold producing creeks
including Spruce Creek, which is the source of Canada’s largest
gold nugget, weighing 85 oz Au. The Atlin Goldfields Project is an
orogenic and an intrusion-related gold property with several
promising targets that have been outlined by geology, soil and rock
sampling, geophysics and diamond drilling. Previous exploration has
focused on gold hosted within the mafic and ultramafic rocks of the
Cache Creek Complex, including drilling at the Yellowjacket Target
which intersected 95.1 g/t Au over 32.84m. The Yellowjacket Target
is a permitted 200 ton/day mine, currently in care and maintenance,
located along placer producing Pine Creek. Approximately 1,000 oz
Au were produced from the Yellowjacket Mine from 2007-2010,
including a 2,880 tonne bulk sample that recovered 599 oz Au,
grading 6.5 g/t Au. Recent studies indicate that the origin of the
Atlin placer gold is not limited to the ultramafic rocks but also
includes veins hosted within sedimentary rocks and within the
Surprise Lake Batholith.
Qualified Person
Mr. Gary R. Thompson, P.Geo., Chairman and CEO
of Brixton, is the QP who has reviewed and approved the technical
information on this news release.
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 Corporation
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 CEOTel:
604-630-9707 or email: info@brixtonmetals.com
For Investor Relations, please contact:
Mitchell Smith, VP Investor RelationsTel:
604-630-9707 or email: mitchell.smith@brixtonmetals.com
Stay connected with us:
Twitter: @brixtonmetals
LinkedIn: https://www.linkedin.com/company/brixton-metals/
Facebook: https://www.facebook.com/brixtonmetals
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.
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