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New Break Resources Ltd. (CSE: NBRK) (OTCQB: NBRKF) (FSE: O91) ("New Break" or the "Company") is pleased to announce that, further to its news release dated October 30, 2026, it has closed a non-brokered private placement flow-through financing (the "Offering") through the issuance of 2,381,000 common shares that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) (the "FT Shares") at a price of $0.22 per FT Share for gross proceeds of $523,820.
The gross proceeds from the sale of the FT Shares will be used for Canadian Exploration Expenses ("CEE") and will qualify as "flow-through mining expenditures" as defined in the Income Tax Act (Canada). The Company will renounce such CEE to the purchasers of the FT Shares with an effective date of no later than December 31, 2026. More specifically, the proceeds will be used in connection with ongoing drilling at the Company's Moray gold project, located approximately 49 km southeast of Timmins, Ontario in the heart of the Ontario Abitibi greenstone belt. New Break paid $12,012 in finder's fees in connection with the closing of the Offering and issued 54,600 finder warrants. Each finder warrant is exercisable into one common share of the Company at a price of $0.22 for a period of twenty-four (24) months.
All securities issued and issuable pursuant to this private placement are subject to a statutory hold period of four months and one day expiring on March 4, 2027, in accordance with applicable Canadian Securities Laws. The completion of the Financing is subject to certain conditions including, but not limited to, the receipt of all required regulatory approvals including final approval of the Canadian Securities Exchange (the "CSE").
Patricia Quigley, (a "Control Person") purchased a total of 455,000 FT Shares. This issuance of securities constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the issuance of the securities does not exceed 25% of the fair market value of the Company's market capitalization.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About New Break Resources Ltd.
New Break is a Canadian mineral exploration company focused on its Moray gold project located 49 km southeast of Timmins, Ontario, in a well-established mining camp within proximity to existing infrastructure, and 32 km northwest of the Young-Davidson gold mine, operated by Alamos Gold Inc. Shareholders are also leveraged to exploration success in Nunavut, Canada, through New Break's 20% carried interest in the Sundog gold project and ownership of 6.0 million shares of Guardian Exploration Inc. (TSXV: GX). The Company is supported by a highly experienced team of mining professionals. Information on New Break is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.newbreakresources.ca.
New Break trades in Canada on the Canadian Securities Exchange (www.thecse.com) under the symbol CSE: NBRK, in the United States on the OTCQB Venture Market (www.otcmarkets.com) under the symbol OTCQB: NBRKF and on the Frankfurt Stock Exchange (www.live.deutsche-boerse.com) under the symbol FSE: O91.
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No stock exchange, securities regulatory authority, securities commission or other regulatory authority has approved or disapproved the information contained in this news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to receipt of regulatory and stock exchange approvals, the ability to complete the Offering on the terms described or at all, the ability to deploy proceeds as qualifying Canadian Exploration Expenses, grants of equity-based compensation, renouncement of flow-through exploration expenses, property agreements, timing and content of upcoming work programs, geological interpretations, receipt of property titles, an inability to predict and counteract the effects global events on the business of the Company, including but not limited to the effects on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains etc. Forward-looking information addresses future events and conditions and therefore involves inherent risks and uncertainties, including factors beyond the Company's control. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update publicly or otherwise any forward-looking information, except as may be required by law. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's financial statements and management's discussion and analysis (the "Filings"), such Filings available upon request.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322379