VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 21, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
Brixton Metals Corporation (TSX VENTURE:BBB) (the "Company" or "Brixton") is pleased to announce that it has entered into a strategic partnership with Hecla Mining Company ("Hecla") pursuant to which a wholly-owned subsidiary of Hecla has agreed to acquire 17,250,000 common shares of the Company (the "Shares"), representing 19.8% of the outstanding Shares, at a price of $0.15 per Share for total gross proceeds to Brixton of $2,587,500 (the "Financing").
Mr. Gary Thompson, Chairman and CEO of Brixton Metals stated, "Hecla's endorsement through this strategic investment is a huge vote of confidence for Brixton and speaks volumes to the potential of the Thorn project. Hecla also brings a wealth of knowledge gained from 120 years of mining and exploration experience, and this expertise will add great strength to the Brixton team."
Proceeds from this non-brokered financing will be applied to completing the 100% acquisition of the Thorn Project and further exploration at Thorn during the upcoming field season.
On closing of the Financing, Hecla will be granted various rights pursuant to the terms of an ancillary rights agreement, exercisable for so long as Hecla holds at least a 10.0% interest in Brixton (calculated in accordance with that agreement). These rights include: (a) a right to nominate one person to Brixton's Board of Directors, (b) a right to nominate one person to a technical committee, to be established to design and execute the Company's exploration programs at the Thorn property, (c) a pre-emptive right to participate in any future proposed equity offering of Brixton in order to maintain its pro rata interest. Pursuant to the terms of the ancillary rights agreement, Hecla will also agree to a voting agreement whereby Hecla will vote all Shares held by it in favour of management's proposals on matters of routine business for a period of 12 months from the closing date of the Financing.
All securities issued in the Financing will be subject to a statutory four month and one day hold period. The Financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.
The closing date for the Financing is expected to be on or about February 26, 2013. The remaining net proceeds from the Financing will be used to undertake exploration on the Thorn property and for general corporate purposes.
About Brixton Metals Corporation
Brixton is an exploration company engaged in the acquisition and exploration of precious metal assets and advancing them to feasibility. Brixton's Thorn Property is centered on high grade silver-gold-lead-zinc-bearing breccia-diatreme zones, high-grade veins and porphyry related targets. The Thorn Property is located in northwestern British Columbia, Canada, about 40 km from Chieftain's Tulsequah mine development. Brixton Metals Corporation 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
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 including, without limitation; the completion of the Financing, the receipt of any regulatory approvals for the Financing and statements about the closing date, are 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; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Brixton 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.
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.