Brixton Metals and High Power Exploration Sign Heads of Agreement for an Earn-In, Joint Venture of up to USD$44.5 Million to explore and develop the Hog Heaven Project - Seite 3

HPX is not obligated to make or fund any expenditures under the Heads of Agreement and may cease making payments at any time. If HPX completes the Stage 1 Earn-In but elects not to proceed with the Stage 2 Earn-In, HPX will transfer to the Company a 2% interest in the Joint Venture Company, such that the interests are 49% HPX and 51% Brixton, and the Company shall retain a right of first offer to purchase all of HPX‘s interest.

The transactions contemplated by the Heads of Agreement are to be formalized into a definitive earn-in agreement to which will be appended an agreed form of definitive Joint Venture Agreement, both of which are subject to due diligence and will be negotiated by the parties in good faith and acting reasonably by January 31, 2021.

About the Hog Heaven Project

The Hog Heaven Project is an advanced stage silver-gold-copper-lead-zinc deposit with historical high-grade silver-gold-copper production. The property is located in Flathead County, 55 miles south-southwest of the town of Kalispell, in the northwest portion of state of Montana, USA. The property is easily accessible by driving 10 miles of gravel road from the highway. Polymetallic mineralization is both high sulphidation related to a relatively young porphyry system and strataform sedimentary type hosted in the much older Belt Supergroup rocks. Total metres historically drilled on the project is 57,498 metres from 722 drill holes as rotary, reverse circulation and diamond drill core. In 2020, Brixton drilled 7 HQ sized core holes for a total of 1,400 metres. Many of the historical underground mine workings where high-grade Ag-Au-Cu were extracted have not been drilled. The drilling to date was focused on two shallow target areas, the Main Mine and Ole Hill which are small compared to the open ended multi-kilometer geochemical and geophysical footprint of the mineral system.

Concurrent Private Placement and Royalty Purchase Transaction

Concurrent with the Heads of Agreement, Mr. Robert Friedland has, with the consent of the HPX board of directors (including all of its independent directors and with Mr. Friedland abstaining) entered into a binding subscription agreement for a private placement of units of the Company for gross proceeds of CAD$2 million (the "Private Placement"). Each unit (a “Unit”) will be priced at CAD$0.235 and will be comprised of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of C$0.35 for a period of 36 months from the date of closing of the Private Placement. The Private Placement is integral to Royalty Purchase Transaction (as defined below) and the Company intends to rely on the "part and parcel pricing exception" provided for in the policies of the TSX Venture Exchange (the "Exchange").