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
24 März 2022 - 1:14PM
Brixton Metals Corporation (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 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
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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