Mr. William Love reports

NEW BREAK ANNOUNCES $895,000 NON-BROKERED PRIVATE PLACEMENT OFFERING

New Break Resources Ltd. intends to undertake a non-brokered private placement offering of up to four million non-flow-through units at 7.5 cents per unit for gross proceeds of up to $300,000 and up to seven million flow-through common shares at a price of 8.5 cents per flow-through share for gross proceeds of up to $595,000.

Each flow-through share will qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each unit will consist 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.

All securities issued under the offering are subject to a four-month-and-one-day statutory hold period. The net proceeds from the sale of the units will be used for general working capital and corporate development purposes while the gross proceeds from the sale of the flow-through 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). More specifically, the proceeds from the sale of the flow-through shares will be used for CEE in respect of the company's Ontario mineral claims, principally to finance a planned drilling program 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. The company will renounce such CEE to the purchasers of the flow-through shares with an effective date of no later than Dec. 31, 2025.

Finders' fees may be payable to qualified individuals pursuant to which the finders may receive finders' fees equal to up to 6 per cent 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 per cent of the aggregate number of units or flow-through shares sold by such finder under the offering.

The closing of the offering is anticipated to take place on or about June 27, 2025, 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.

Related party transaction

Certain insiders of the company may participate in the offering. Such participation will constitute a related party transaction as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends on 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 will 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 proudly Canadian mineral exploration company focused on its Moray gold project located 49 kilometres south of Timmins, Ont., in a well-established mining camp within proximity to existing infrastructure, 32 kilometres northwest of the Young-Davidson gold mine, operated by Alamos Gold Inc. Shareholders also remain leveraged to exploration success in Nunavut, one of the most up-and-coming regions in Canada for gold exploration and production through New Break's 20-per-cent carried interest in the Sundog gold project, being advanced by Guardian Exploration Inc. The company is supported by a highly experienced team of mining professionals. New Break trades on the CSE under the symbol NBRK.

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