Brixton Metals Corporation

Brixton Metals Corporation

December 07, 2010 09:00 ET

Brixton Metals and Marksmen Capital Complete Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 7, 2010) -


Brixton Metals Corporation (TSX VENTURE:BBB) (the "Company" or "Brixton"), formerly Marksmen Capital Inc., is pleased to announce that it has received TSX Venture Exchange approval for its Qualifying Transaction, name change and private placement.

Resumption of Trading

Effective December 7, 2010, the Company's common shares have commenced trading on the TSX Venture Exchange under the Company's new name, Brixton Metals Corporation, under the trading symbol "BBB".

The Qualifying Transaction

Pursuant to an amalgamation agreement between Brixton Metals Corp. ("PrivateCo"), Marksmen Capital Inc. ("Marksmen") and Marksmen Acquisition Corp. ("Subco"), PrivateCo amalgamated with Subco, a wholly-owned subsidiary of Marksmen, to form a new entity ("Amalco") and Marksmen issued an aggregate of 13,642,780 shares ("Marksmen Shares") to the shareholders of PrivateCo on the basis of 1.8 Marksmen Shares for every one PrivateCo share held. Amalco is now a wholly-owned subsidiary of the Company. At the closing of the amalgamation, PrivateCo and Subco combined and the business of PrivateCo, which is focused on exploring and advancing large-scale metal deposits, will be carried on by the Company.

In connection with the Qualifying Transaction, the Company issued 285,000 common shares to Zimtu Capital Corp. as a finder's fee.

Private Placement

Concurrent with the Qualifying Transaction, the Company completed a private placement of a total of 2,743,000 units at a price of $0.25 per unit (consisting of one common share and one warrant) (the "Units") and 1,387,000 flow-through units at a price of $0.30 per flow-through unit (consisting of one flow-through share and one half of one warrant) (together with the Units, the "Securities") for total gross proceeds to the Company of approximately $1,101,850. Each whole warrant is exercisable to acquire one common share of Brixton for a period of 24 months at an exercise price of $0.40 per Brixton share. The Securities bear a four month hold period. Finder's fees totalling approximately $54,008 cash and 188,960 broker warrants were paid in accordance with the policies of the TSX Venture Exchange. Each broker warrant is exercisable into one common share of the Company at a price of $0.40 per share for a period of 24 months. The proceeds of the private placement will be used for advancing the Company's properties and for general and administrative purposes. At the closing Brixton has 21,147,778 shares issued and outstanding.

A director of the Company also subscribed for 916,667 flow-through units, representing approximately 23% of total securities issued pursuant to the private placement.

Board of Directors & Management

Concurrently, the board of directors was restructured. Ewan Stewart Downie, Steven Filipovic, Abraham Drost and Stephen McGibbon have resigned as directors and officers of the Company. Daniel Mechis remains as a director. Gary Thompson, Cale Moodie, George Salamis and Glen Kayll have been appointed as directors. Mac Bell has been appointed as CEO and President.

In connection with the Qualifying Transaction, a total of 1 million common shares have been transferred within escrow from founding shareholders to Gary Thompson, Cale Moodie, George Salamis, Glen Kayll and Mac Bell.

Description of Properties

The Thorn Project

The Thorn property is located in the Sutlahine River area of northwest British Columbia, 50 kilometres northwest of the past producing Golden Bear mine. A total 286 silts, 3,350 soils, and 1,255 rocks have been collected from the property. Geophysical works include ground magnetics, IP, airborne EM and magnetics. A total of 61 core holes were drilled at Thorn for a combined 6,386 metres or 20,951 feet.

The target at Thorn is high grade gold-silver-copper as intermediate to high sulphidation vein deposits. High sulphidation pyrite-enargite-tetrahedrite quartz veining has been recognized within intensely clay-sericite altered portions of the Thorn Stock over an area of 1,600 x 1,900 metres.

Brixton holds an option on the Thorn property from Kiska Metals. Brixton may earn a 51 percent interest in the Thorn property by making cash payments to Kiska for a total of $200,000 over 4 years, issuing 400,000 Brixton shares to Kiska and incurring a total of $5 million in exploration expenditures over 4 years. Kiska can then elect to JV 49/51 Kiska/Brixton. If Kiska elects not to JV with Brixton then Brixton may earn a 65 percent interest in the Thorn property by funding an additional $10 million in exploration expenditures. Kiska can then elect to JV 35/65 Kiska/Brixton. If Kiska elects not to enter into a JV with Brixton at this stage then Brixton can increase its ownership via linear dilution based on exploration expenditures incurred.

Talisker Zone Drill Results

Hole From (m) To (m) Width (m) Gold (g/t) Silver (g/t)
THN04-29 21.8 77.9 56.1 1.3 16.7
including 27.2 62.5 35.3 1.7 20.5
and 51.0 54.6 3.5 4.5 65.3
THN05-36 49.8 55.4 5.6 0.7 9.8
including 52.1 52.5 0.4 4.5 91.7
THN05-36 110.3 115.5 5.9 1.0 14.6
THN05-37 3.1 8.2 5.2 1.5 1.4
THN05-37 44.3 88.3 43.9 0.8 48.9
including 47.3 51.5 4.2 4.4 407.9

OBAN Zone Drill Results

Hole From (m) To (m) Width (m) Gold (g/t) Silver (g/t) Ag Equiv. g/t
THN03-19 6.1 44.7 38.6 1.22 103.2 188
including 6.1 20.1 14 1.97 190 328
THN03-20 3.1 56.4 53.3 0.31 65.6 87.2
including 3.1 14.1 11 0.63 101 145.4
THN03-21 4.8 45.5 40.7 0.83 118.8 176.6
including 20.3 45.5 25.2 1.2 173.1 257.2
THN03-22 9.6 40.2 30.6 0.16 61.6 72.7
THN03-22 60.9 138.7 77.8 0.68 110.1 158.1
including 74 93.6 19.6 0.83 159.4 217.9
and 114.6 121.7 7.1 1.72 564.9 385.4
THN03-23 13.9 76 62.1 0.32 69.2 91.7
including 18 29.1 11.1 0.34 206.1 229.5
THN04-24 233.8 265.15 29.1 0.07 21.6 26.5
THN04-24 282 333.76 51.71 0.33 9.2 32.3
THN04-26 16 76 59.95 0.37 90.4 116.3
including 19.5 55.15 35.65 0.36 126.4 151.6
and 65.92 70.38 4.46 1.21 89.4 174.1
THN04-27 78.95 106.44 27.49 0.12 40.7 49.1
THN04-27 119.65 129.5 9.85 0.1 32.6 39.6
Equivalency calculated at AG:AU ratio of 70:1    

A National Instrument 43-101 ("NI 43-101") compliant technical report with respect to the Thorn Project titled, "2010 Technical Report on the Thorn Property" dated October 28, 2010 is filed on SEDAR.

The Kahilt District

The Kahilt District is the name Brixton has given to its lands within the Kahiltna Terrane, a 650 km long section of Alaska that was infused with copper and gold mineralization at least twice since being pushed up from the ocean floor 100 million years ago. Brixton's Kahilt District is a large land position of 611 claims (394 square kilometres) located about 160 kilometres northwest of Anchorage, Alaska. The Kahiltna Terrane also hosts the giant Pebble deposit of Anglo-American and Northern Dynasty, the Whistler gold-copper deposit being developed by Kiska Metals, and Millrock Resources' Estelle gold property being explored in joint venture with Teck American Incorporated.

Brixton holds an option to earn a 100 percent interest from Millrock Resources on the Cristo claim group which lies within the Kahilt District. An NI 43-101 compliant report is being prepared on the Cristo project and will be filed by Brixton on SEDAR within 45 days. 80 rock samples and 213 soil samples were taken in 2009 and 2010 resulting in the discovery of two distinct mineral systems: coincident gold-copper mineralization at the St. Eugene prospect and gold-only mineralization at the Monte Cristo prospect. The prospects are porphyry copper-gold and intrusion-related gold deposits respectively.

Gold and copper mineralization at St. Eugene occurs in three separate zones hosted by hornfels adjacent to a diorite intrusion. The largest zone has a 700 meter strike length, as defined by rock and soil samples, with rock samples up to 1% copper and 2.1 g/t gold. Gold mineralization at Monte Cristo is hosted in highly altered volcaniclastic and intrusive rocks. Mineralized zones occur on two parallel ridge-backs separated by 300 metres of shallow glacial debris cover. Rock samples assayed up to 4.2 g/t gold and soil samples (talus fines) assayed up to 3.0 g/t gold. The zone between the two ridges is untested.

About Brixton Metals Corp.

Brixton Metals Corporation is a Vancouver based mineral exploration company engaged in the acquisition and exploration of precious metals assets. Veterans of exploration and highly respected within the industry, Brixton's management is focused on advancing large scale deposits to feasibility and is exploring targets in alliance with Millrock Resources and Kiska Metals. Brixton's portfolio is comprised of two properties: Thorn (BC), and its flagship property, Kahilt (Alaska). Kahilt is a large, 100% owned land position in an under-explored district with the potential to host world class ore bodies. Brixton Metals trades on the TSX Venture Exchange under ticker symbol BBB. For more information about Brixton please visit our website at

The technical information in this news release was reviewed by Gary R. Thompson, P.Geo., P.Geol., Brixton's Executive Chairman and a Qualified Person as defined in NI 43-101.

On Behalf of the Board of Directors

Brixton Metals Corporation

Mac Bell, President 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; statements about the use of proceeds and exercise of the Company's option agreements, 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 in 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 regulators. 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.

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