Mr. William Love reports

NEW BREAK ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Further to the news release dated June 16, 2025, New Break Resources Ltd. has closed the first tranche of the previously announced non-brokered private placement of common shares that qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) at a price of 8.5 cents per FT share and non-flow-through units at a price of 7.5 cents per unit. The closing of the first tranche of the offering consisted of 2.55 million FT shares for gross proceeds of $216,750 and 1,252,000 units for gross proceeds of $93,900.

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.

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 gross proceeds from the sale of the FT shares will be used for Canadian exploration expenses and will qualify as flow-through mining expenditures as defined in the Income Tax Act (Canada). More specifically, these proceeds will be used to finance a planned drilling program, as outlined by New Break in its news release dated June 17, 2025, at the company's Moray gold project, located approximately 49 kilometres south of Timmins, Ont., and 32 km northwest of the Young-Davidson gold mine, operated by Alamos Gold Inc. The 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 Oct. 28, 2025, 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 and Patricia Quigley purchased a total of 2.35 million FT shares and 700,000 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.

Early warning notice of control person

In connection with the closing of the first tranche of the offering on June 27, 2025, the acquiror acquired an aggregate of 3.05 million common shares in the capital of the company and 700,000 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 11,160,300 shares, 3,048,000 warrants and 240,000 stock options, representing 19.43 per cent and 23.80 per cent of the outstanding shares of the company on an undiluted and partially diluted basis, respectively. After completion of the acquisition, the acquiror beneficially owns or exercises control or direction over 14,210,300 shares, 3,748,000 warrants and 240,000 options, representing 23.21 per cent and 27.90 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 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 km 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. The company is supported by a highly experienced team of mining professionals.

We seek Safe Harbor.