Small Company Offering and Sale of Securities Without Registration (d)
February 04 2022 - 3:38PM
Edgar (US Regulatory)
o
NoneEntity Type | 0001548958 | Marksman Capital Inc. |
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other |
| Name of Issuer |
Brixton Metals Corp |
| Jurisdiction of Incorporation/Organization |
| BRITISH COLUMBIA, CANADA |
| |
| Year of Incorporation/Organization |
| |
x
| Over Five Years Ago |
| |
o
| Within Last Five Years (Specify Year) | |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| Brixton Metals Corp | |
| Street Address 1 | Street Address 2 |
| 409 GRANVILLE STREET | SUITE 551 |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| VANCOUVER | BRITISH COLUMBIA, CANADA | V6C 1T2 | (888) 863-3801 |
| Last Name | First Name | Middle Name |
| Thompson | Gary | |
| Street Address 1 | Street Address 2 |
| 409 Granville Street | Suite 551 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V6C 1T2 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Moodie | Cale | |
| Street Address 1 | Street Address 2 |
| 409 Granville Street | Suite 551 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V6C 1T2 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Anstey | Christina | |
| Street Address 1 | Street Address 2 |
| 409 Granville Street | Suite 551 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V6C 1T2 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Smith | Mitchell | |
| Street Address 1 | Street Address 2 |
| 409 Granville Street | Suite 551 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V6C 1T2 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Ball | Ian | |
| Street Address 1 | Street Address 2 |
| 409 Granville Street | Suite 551 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V6C 1T2 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Thompson | Randall | |
| Street Address 1 | Street Address 2 |
| 409 Granville Street | Suite 551 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V6C 1T2 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Adiani | Rita | |
| Street Address 1 | Street Address 2 |
| 409 Granville Street | Suite 551 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V6C 1T2 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
o
| Agriculture | | Health Care |
o
| Retailing |
| | Banking & Financial Services | |
o
| Biotechnology |
o
| Restaurants |
| |
o
| Commercial Banking | |
o
| Health Insurance | | Technology |
| |
o
| Insurance | |
o
| Hospitals & Physicians | |
o
| Computers |
| |
o
| Investing | |
o
| Pharmaceuticals | |
o
| Telecommunications |
| |
o
| Investment Banking | |
o
| Other Health Care | |
o
| Other Technology |
| |
o
| Pooled Investment Fund
| | | | | Travel |
| |
o
| Other Banking & Financial Services |
o
| Manufacturing | |
o
| Airlines & Airports |
| | Real Estate | |
o
| Lodging & Conventions |
| |
o
| Commercial | |
o
| Tourism & Travel Services |
| |
o
| Construction | |
o
| Other Travel |
| |
o
| REITS & Finance |
x
| Other |
| |
o
| Residential | |
| |
o
| Other Real Estate | |
|
o
| Business Services | |
| | Energy | |
| |
o
| Coal Mining | |
| |
o
| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
o
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
x
| No Revenues |
o
| No Aggregate Net Asset Value |
|
o
| $1 - $1,000,000 |
o
| $1 - $5,000,000 |
|
o
| $1,000,001 - $5,000,000 |
o
| $5,000,001 - $25,000,000 |
|
o
| $5,000,001 - $25,000,000 |
o
| $25,000,001 - $50,000,000 |
|
o
| $25,000,001 - $100,000,000 |
o
| $50,000,001 - $100,000,000 |
|
o
| Over $100,000,000 |
o
| Over $100,000,000 |
|
o
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
o
| Rule 504(b)(1) (not (i), (ii) or (iii)) |
o
| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
o
| Rule 506(b) |
|
x
| Rule 504 (b)(1)(ii) |
o
| Rule 506(c) |
|
o
| Rule 504 (b)(1)(iii) |
o
| Securities Act Section 4(a)(5) |
| |
o
| Investment Company Act Section 3(c) |
|
x
| New Notice | Date of First Sale | 2021-12-07 |
o
| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
x
| Yes |
o
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
o
| Pooled Investment Fund Interests |
x
| Equity |
|
o
| Tenant-in-Common Securities |
o
| Debt |
|
o
| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
x
| Other (describe) |
| | Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable for one common share at an exercise price of CDN$0.26/share for up to three years. |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
o
| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
o
| None |
| Haywood Securities (USA) Inc. | 42072 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 200 Burrard Street | Suite 700 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V6C 3L6 |
| State(s) of Solicitation |
o
| All States |
o
| Foreign/Non-US |
ARIZONA
CALIFORNIA
FLORIDA
MARYLAND
MASSACHUSETTS
NEW YORK
SOUTH DAKOTA
TEXAS
UTAH
|
| Recipient | Recipient CRD Number |
o
| None |
| Canaccord Genuity Wealth Management (USA) Inc. | 7449 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 609 Granville Street | Suite 2200 |
| City | State/Province/Country | ZIP/Postal Code |
| Vancouver | BRITISH COLUMBIA, CANADA | V7Y 1H2 |
| State(s) of Solicitation |
o
| All States |
o
| Foreign/Non-US |
CALIFORNIA
|
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 9331593 USD |
o
Indefinite |
| Total Amount Sold | $ 455260 USD | |
| Total Remaining to be Sold | $ 8876333 USD |
o
Indefinite |
| |
| Clarification of Response (if Necessary) |
| The additional $8,876,333 may be received upon exercise of the share purchase warrants sold inside or outside the U.S.
Dollar Amounts are based on the Bank of Canada average rate of exchange reported on 12/7/2021, which was CDN$1.2660=USD$1.00. |
|
o
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 23 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 47981 USD |
x
| Estimate |
| Finders' Fees | $ 78399 USD |
x
| Estimate |
| |
| Clarification of Response (if Necessary) |
| Sales commission includes broker warrants to purchase 337,460 common shares at CDN$0.18 per share for a period of 2 years. |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
o
Brixton Metals (QB) (USOTC:BBBXF) Historical Stock Chart From Mar 2024 to Apr 2024
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