Mr. William Love reports
NEW BREAK RECEIVES $2,000,520 FROM THE EARLY EXERCISE OF WARRANTS
New Break Resources Ltd. has successfully completed the acceleration of 15,796,000 common share purchase warrants issued pursuant to various private placements that closed on Dec. 29, 2023, March 5, 2024, Nov. 15, 2024, June 27, 2025, and Sept. 5, 2025.
On completion of the acceleration, 100 per cent of the warrants were exercised, including 14,546,000 at 12 cents per share and 1.25 million at 15 cents per share, for aggregate gross proceeds of $1,933,020. In addition, 337,500 warrants that were not part of the acceleration, having a strike price of 20 cents per share and an expiry date of June 23, 2026, were exercised for aggregate gross proceeds of $67,500. Following these exercises, New Break has 86,202,100 common shares issued and outstanding, and approximately $2.2-million in the treasury. Only 2,236,350 common share purchase warrants remain outstanding, including 736,350 at 20 cents per share and 1.5 million at 25 cents per share.
Of the accelerated warrants that were exercised, 2,075,000 of those at 12 cents per share and one million of those at 15 cents per share were exercised by John Ross and Patricia Quigley. 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. Following all share issuances pursuant to the exercise of warrants, the Quigleys own 23.94 per cent of New Break's issued and outstanding common shares.
The company had the right to accelerate the expiry date of the warrants in the event that the closing price of the company's common shares was equal to or greater than 25 cents for any five non-consecutive trading days over a 365-day period on the Canadian Securities Exchange. The company gave notice to the warrantholders that the acceleration event had occurred during the term of the warrants and the expiry date of the warrants was accelerated to 20 calendar days after the date of the notice, being Oct. 14, 2025.
One million two hundred fifty-two thousand of the common shares issued in connection with the exercise of warrants have a hold period until Oct. 28, 2025, while another 6,188,000 have a hold period until Jan. 6, 2026.
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, a promising region 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. New Break trades on the Canadian Securities Exchange under the symbol NBRK.
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