Mr. Michael Farrant reports
NEW BREAK CLOSES NON-BROKERED PRIVATE PLACEMENT FINANCING
New Break Resources Ltd. has closed its previously announced non-brokered private placement offering through the issuance of 6,106,000 units at a price of 7.5 cents per unit for gross proceeds of $457,950.
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 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 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 proceeds from the sale of the units will be used to finance certain planned exploration activities at the company's Moray gold project and for general working capital purposes. No finders' fees were 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 on March 16, 2025, in accordance with applicable Canadian Securities Laws. The completion of the closing is subject to certain conditions including, but not limited to, the receipt of all required regulatory approvals, including final approval of the CSE.
A company controlled by Gordon Morrison, a director of New Break, purchased a total of 1.35 million 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.
Creation of new control person
The company also announces that it has received the approval by written resolution of disinterested shareholders holding more than 50 per cent of the outstanding common shares for the creation of a new control person (as that term is defined in the policies of the Canadian Securities Exchange), Ross Quigley and Patricia Quigley. As of the date hereof and following the closing of the non-brokered private placement, they jointly own, or exercise control or direction over, an aggregate of 9,096,800 common shares, 3,048,000 warrants and 240,000 options, representing 15.84 per cent and 20.40 per cent of the issued and outstanding common shares of the company on a non-diluted and partially diluted basis, respectively.
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, it 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.
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