Mr. Daithi MacGearailt reports

TRAILBREAKER RESOURCES ANNOUNCES FLOW-THROUGH FINANCING UP TO $3M

Trailbreaker Resources Ltd. has arranged a non-brokered structured private placement offering to consist of the sale of the following securities:

1. Up to 2,142,857 CMETC flow-through (FT) units at a price of 56 cents per CMETC FT unit, to raise gross proceeds of up to $1.2-million, to finance critical minerals exploration expenses, each CMETC FT unit consisting of one CMETC FT common share and one-half of a common share purchase warrant, each of which will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each full warrant is exercisable at 50 cents for 24 months from the date of issue for one non-flow-through common share;
2. Up to 3.6 million flow-through units at a price of 50 cents per FT unit to raise gross proceeds of up to $1.8-million, each FT unit consisting of one FT common share and one-half of a common share purchase warrant, each of which will qualify as a flow-through share within the meaning of Subsection 66(15) of the tax act. Each full warrant is exercisable at 50 cents for 24 months from the date of issue for one non-flow-through common share .

All of the FT units and CMETC FT units issued pursuant to the offering, which is subject to TSX Venture Exchange acceptance, will be subject to a hold period in Canada of four months plus one day from closing.

The company will use an amount equal to the gross proceeds received by the company from the sale of the FT units and CMETC FT units, pursuant to the provisions in the tax act, to incur eligible Canadian exploration expenses that qualify, in the case of the FT units, as flow-through mining expenditures within the meaning of the tax act, and, in the case of the CMETC FT units, as flow-through critical mineral mining expenditures within the meaning of the tax act, and, in each case, for FT units and CMETC FT units purchased by eligible British Columbia purchasers, as B.C. flow-through mining expenditures that meet the criteria set forth in Subsection 4.721(1) of the Income Tax Act (British Columbia), in respect of the exploration activities on the company's properties in British Columbia. The qualifying expenditures will be incurred on or before Dec. 31, 2027, and renounced by the company to the initial purchasers of the FT units and CMETC FT units effective Dec. 31, 2026.

The proceeds of the private placement will be used to advance the company's various exploration projects.