New Break Closes $523,820 Non-Brokered Flow-Through Financing

New Break raises $523,820 for Moray drilling via flow-through share placement.

What the company is saying

New Break Resources Ltd. has completed a non-brokered private placement, issuing 2,381,000 flow-through shares at $0.22 each for gross proceeds of $523,820. The company frames this as targeted funding for Canadian Exploration Expenses, specifically ongoing drilling at the Moray gold project in Ontario's Abitibi greenstone belt. The announcement emphasizes compliance with Canadian tax rules, noting that all proceeds will qualify as flow-through mining expenditures and that CEE renouncement to investors will occur by December 31, 2026. Patricia Quigley, identified as a Control Person, participated by purchasing 455,000 shares, and the transaction is disclosed as a related party deal under MI 61-101, with the company relying on an exemption since the issuance is below 25% of market capitalization. Finder's fees of $12,012 were paid and 54,600 finder warrants issued, each exercisable at $0.22 for two years. The tone is factual, with regulatory approval from the Canadian Securities Exchange still pending. The company also highlights its 20% carried interest in the Sundog gold project in Nunavut and ownership of 6.0 million Guardian Exploration Inc. shares.

What the data suggests

The financing closed with 2,381,000 flow-through shares issued at $0.22, raising $523,820. Finder's fees totaled $12,012, and 54,600 finder warrants were granted at a $0.22 exercise price, valid for 24 months. All securities are subject to a hold period expiring March 4, 2027. The funds are earmarked for exploration at the Moray gold project, but no specific drilling metrics, milestones, or timelines are disclosed. Patricia Quigley's participation as a Control Person is material, with her 455,000-share purchase triggering related party transaction rules, though the issuance remains below the 25% market cap threshold for MI 61-101 exemptions. The company maintains a 20% carried interest in the Sundog project and owns 6.0 million Guardian Exploration shares, but no new operational or resource data is provided. All disclosed figures reconcile, and the data is complete for the financing event, but does not extend to broader financial or operational performance.

Analysis

The announcement is a factual disclosure of a closed private placement financing, with all key figures (shares issued, price, proceeds, finder's fees, warrants) clearly stated and supported by the data. The only forward-looking elements are regulatory approval (a standard closing condition), the intended use of proceeds for exploration, and the renouncement of tax benefits by a specified date. These are routine for such financings and do not constitute promotional hype. There are no exaggerated claims about project outcomes, resource potential, or future value creation. The language is proportionate, and the only qualitative statement ('highly experienced team') is generic and not central to the investment case. No large capital outlay is paired with long-dated, uncertain returns; the funds raised are modest and earmarked for ongoing exploration. The gap between narrative and evidence is minimal.

Risk flags

• ●Regulatory approval from the Canadian Securities Exchange is still pending, meaning the financing is not fully unconditional and could face delays or additional requirements before final acceptance.
• ●The use of proceeds is broadly described as for 'ongoing drilling' at Moray, but the absence of specific exploration milestones or timelines introduces uncertainty about the pace and effectiveness of capital deployment.
• ●Patricia Quigley's participation as a Control Person in the financing creates a related party transaction under MI 61-101, which, while exempt from minority approval due to the 25% threshold, still raises governance and conflict-of-interest considerations.

Bottom line

New Break Resources has secured $523,820 through a flow-through share placement to fund exploration at its Moray gold project, with all terms and related party participation clearly disclosed. The financing is routine for a junior explorer and provides immediate capital for drilling, but the announcement does not specify exploration targets, timelines, or expected outcomes, so investors have no new insight into project advancement or value creation. Regulatory approval remains outstanding, and the related party transaction, while compliant with exemptions, adds a layer of governance risk. The company's 20% carried interest in Sundog and its Guardian Exploration shareholding are unchanged and not directly impacted by this raise. The most important takeaway is that New Break now has modest new funding for exploration, but tangible catalysts or results from Moray remain undefined.

Announcement summary

(CSE:NBRK) New Break Resources Ltd. has closed a non-brokered private placement flow-through financing through the issuance of 2,381,000 common shares that qualify as "flow-through shares" at a price of $0.22 per FT Share for gross proceeds of $523,820. 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" under the Income Tax Act (Canada). The Company will renounce such Canadian Exploration Expenses to the purchasers of the FT Shares with an effective date of no later than December 31, 2026. The proceeds will be used in connection with ongoing drilling at the Company's Moray gold project, located approximately 49 km southeast of Timmins, Ontario, in the Ontario Abitibi greenstone belt. New Break paid $12,012 in finder's fees in connection with the closing of the Offering and issued 54,600 finder warrants. Each finder warrant is exercisable into one common share of the Company at a price of $0.22 for a period of twenty-four (24) months. All securities issued and issuable pursuant to this private placement are subject to a statutory hold period of four months and one day expiring on March 4, 2027, 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 Canadian Securities Exchange. Patricia Quigley, a Control Person, purchased a total of 455,000 FT Shares. This issuance of securities constitutes a "related party transaction" as 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, on the basis that the issuance of the securities does not exceed 25% of the fair market value of the Company's market capitalization. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption. New Break also holds a 20% carried interest in the Sundog gold project in Nunavut, Canada, and owns 6.0 million shares of Guardian Exploration Inc. (TSXV: GX). The Company is supported by a highly experienced team of mining professionals. New Break trades on the Canadian Securities Exchange under the symbol CSE: NBRK, on the OTCQB Venture Market under the symbol OTCQB: NBRKF, and on the Frankfurt Stock Exchange under the symbol FSE: O91.

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