New Break Resources Ltd. announced a a non-brokered private placement of up to 3,750,000 non-flow-through units at CAD 0.08 per unit for gross proceeds of up to CAD 300,000 and 7,000,000 flow-through units at a price of CAD 0.10 per flow-through unit for gross proceeds of up to CAD 700,000; for aggregate total gross proceeds of CAD 1,000,000 on December 7, 2023. The company will make a provision for an over-allotment option to allow the purchase of up to 1,250,000 additional CAD 0.08 units beyond the number of units contemplated in this offering. If the over-allotment option is fully exercised, the total gross proceeds will be CAD 400,000 from the sale of 5,000,000 units.

Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder thereof, to purchase one additional common share of the company at a price of CAD 0.12 for a period of 24 months from the date of closing. Each FT unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder thereof, to purchase one additional non flow-through common share of the company at a price of CAD 0.15 for a period of 24 months from the date of closing. The warrants are subject to an acceleration clause, whereby if the closing price of the common shares of the company on the Canadian Securities Exchange is equal to CAD 0.25 or higher for five non-consecutive trading days, over a 365-day period, the company may accelerate the expiry of the warrants to the date that is 20 business days from the date of the issuance of a news release by the company announcing the exercise of the acceleration right.

All securities issued under the offering are subject to a four-month and one day statutory hold period. Finder's fees may be payable to qualified individuals pursuant to which the finder may receive a finder fee equal to up to 6% of the gross proceeds received by the company from purchasers under the offering who were introduced to the company by such finder and finder warrants entitling the finder to purchase that number of common shares of the company equal to up to 6% of the aggregate number of units or FT units sold by such finder under the offering. The closing of the offering is anticipated to take place on or about December 28, 2023, or such other date as the company may agree.

The closing is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange.