Mr. William Love reports

NEW BREAK CLOSES FINAL TRANCHE OF OVERSUBSCRIBED PRIVATE PLACEMENT

New Break Resources Ltd., further to its news releases dated June 16, 2025, June 27, 2025, and July 31, 2025, has closed the third and final tranche of the previously announced non-brokered private placement of common shares that qualify as flow-through (FT) 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, effective Sept. 5, 2025. The closing of the final tranche of the offering consisted of 1.15 million FT shares for gross proceeds of $97,750 and 6,188,000 units for gross proceeds of $464,100. No finders' fees were paid in connection with the closing of the final tranche of the offering.

In aggregate, the offering was oversubscribed over the three tranches, with New Break raising gross proceeds of $1-million. Of the proceeds, $442,000 came from the sale of FT shares and $558,000 came from the sale of units, with the company netting $996,940 after finders' fees of $3,060.

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 FT 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, proceeds from this final tranche will be used to finance continuing exploration at the company's Moray gold project, located approximately 49 kilometres south of Timmins, Ont., and 32 kilometres 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.

All securities issued pursuant to the final tranche of this private placement are subject to a statutory hold period of four months and one day expiring on Jan. 6, 2026, 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.

Patricia Quigley purchased a total of one million FT shares and one million units of this final tranche. 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 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. The company is supported by a highly experienced team of mining professionals.

We seek Safe Harbor.