Mr. Michael Farrant reports

NEW BREAK ANNOUNCES PRIVATE PLACEMENT AND EARLY WARNING NOTICE

New Break Resources Ltd. intends to close a non-brokered private placement with a greater-than-10-per-cent securityholder on July 18, 2024. The offering consists of the sale of 1.5 million flow-through (FT) units at a price of 11 cents per FT unit for gross proceeds of $165,000.

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 25 cents until July 18, 2029. 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 40 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 induced polarization (IP) survey over the entire interpreted extent of the syenite intrusive at the company's Moray property, located approximately 49 kilometres south of Timmins, Ont., and 32 kilometres northwest of the Young-Davidson gold mine, operated by Alamos Gold Inc. No finders' fees will be paid in connection with the closing 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 four months and one day from closing, 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.

All of the securities are being acquired by John Ross and Patricia Quigley, collectively a greater-than-10-per-cent securityholder. 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.

Early warning notice of greater-than-10-per-cent securityholder

In connection with the expected closing of the offering on July 18, 2024, the acquiror will acquire an aggregate of 1.5 million common shares in the capital of the company and 1.5 million share purchase warrants. Each warrant entitles the holder thereof to acquire one share on the terms as more specifically set out above. Prior to the acquisition, the acquiror beneficially owned or exercised control or direction over 6,846,800 shares, 1,548,000 warrants and 240,000 stock options, representing 13.81 per cent and 16.81 per cent of the outstanding shares of the company on an undiluted and partially diluted basis, respectively. After completion of the acquisition, the acquiror will beneficially own or exercise control or direction over 8,346,800 shares, 3,048,000 warrants and 240,000 options, representing 16.75 per cent and 21.91 per cent of the outstanding shares of the company on an undiluted and partially diluted basis, respectively.

In satisfaction of the requirements of National Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of securities by the acquiror will be filed under the company's SEDAR+ profile, following the closing. To obtain a copy of the early warning report filed by the company, please contact Michael Farrant at 416-278-4149 or refer to SEDAR+ under New Break's issuer profile.

The acquisition was completed for investment purposes. Depending on market and other conditions, the acquiror may, from time to time in the future, increase or decrease the ownership, control or direction over securities of the company, through market transactions, private agreements or otherwise.

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 its prospective landholdings in Nunavut that include the Sundog and Esker gold 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.