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Brixton Metals and Marksmen Capital Complete Qualifying Transaction
VANCOUVER, BC � December 7, 2010 � Brixton Metals Corporation
(TSXV: 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 $0.30per
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 Kayllhave 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 of61
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
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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
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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
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7.1
|
1.72
|
564.9
|
385.4
|
|
THN03-23
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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
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29.1
|
0.07
|
21.6
|
26.5
|
|
THN04-24
|
282
|
333.76
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51.71
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0.33
|
9.2
|
32.3
|
|
THN04-26
|
16
|
76
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59.95
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0.37
|
90.4
|
116.3
|
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including
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19.5
|
55.15
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35.65
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0.36
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126.4
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151.6
|
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and
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65.92
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70.38
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4.46
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1.21
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89.4
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174.1
|
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THN04-27
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78.95
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106.44
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27.49
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0.12
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40.7
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49.1
|
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THN04-27
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119.65
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129.5
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9.85
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0.1
|
32.6
|
39.6
|
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Equivalency calculated at
AG:AU ratio of 70:1
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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) locatedabout 160 kilometres
northwest of Anchorage, Alaska. The Kahiltna
Terranealso 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 SEDARwithin 45
days. 80 rock samplesand 213
soil samples were taken in 2009 and 2010 resulting
in the discovery of two distinct mineral systems: coincident gold-copper
mineralizationat theSt.Eugeneprospect
and gold-only mineralization at the Monte Cristo prospect. The
prospects areporphyry copper-gold and intrusion-related
gold deposits respectively.
Gold and copper mineralization at St. Eugeneoccurs
in three separate zones hosted by
hornfels adjacentto 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 Corporation
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 www.brixtonmetals.com.
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
�Mac
Bell�
Mac Bell
President and CEO
Phone: (604) 612-2281
Email: mac.bell@brixtonmetals.com
NOT FOR DISSEMINATION IN THE
UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
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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