01:32:13 EDT Wed 15 May 2024
Enter Symbol
or Name
USA
CA



New Break Resources Ltd
Symbol NBRK
Shares Issued 47,572,600
Close 2023-12-29 C$ 0.06
Market Cap C$ 2,854,356
Recent Sedar Documents

New Break closes $185,000 first tranche of financing

2023-12-29 19:01 ET - News Release

Mr. Michael Farrant reports

NEW BREAK ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Further to New Break Resources Ltd.'s news release dated Dec. 7, 2023, the company has closed the first tranche of the previously announced non-brokered private placement of flow-through units at a price of 10 cents per FT unit and non-flow-through units at a price of eight cents per unit. The closing of the first tranche of the offering consisted of 1.25 million FT units for gross proceeds of $125,000 and 750,000 units for gross proceeds of $60,000.

Each unit consists of one common share of the company 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 12 cents for a period of 24 months from the date of issuance.

Each FT unit consists of one common share that will qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada) 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 15 cents for a period of 24 months from the date of issuance.

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 (the CSE) is equal to 25 cents 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.

The gross proceeds from the sale of the FT units will be used for Canadian exploration expenses (CEE) and will qualify as flow-through mining expenditures as defined in the Income Tax Act (Canada). More specifically, it is expected that these proceeds will be used to finance a planned drilling program at the company's Moray property, located approximately 49 kilometres south of Timmins, Ont., and 32 km northwest of the Young-Davidson gold mine, operated by Alamos Gold Inc. The net proceeds from the sale of the units will be used for general working capital purposes. No finders' fees were paid in connection with the closing of the first tranche of the offering.

All securities issued pursuant to this private placement are subject to a statutory hold period of four months and one day expiring on April 30, 2024, 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 CSE.

John Ross Quigley, a greater than 10-per-cent securityholder and Orix Geoscience 2018 Inc., a geological consulting company, the president and chief executive officer of which, is also a director of New Break, purchased a total of one million FT units and 500,000 units. 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. 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 per cent of the fair market value of the company's market capitalization.

About New Break Resources Ltd.

New Break is a Canadian mineral exploration company with a dual vision for value creation. In Northern Ontario, New Break is focused on its Moray project, in a well-established mining camp, within proximity to existing infrastructure, while at the same time, through the company's prospective land holdings in Nunavut that include the Sundog, Esker-Noomut, Sy and Angikuni Lake properties, the company provides its shareholders with significant exposure to the vast potential for exploration success in one of the most up-and-coming regions in Canada for gold exploration and production. New Break is supported by a highly experienced team of mining professionals committed to placing a premium on environmental, social and corporate governance.

We seek Safe Harbor.

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