New Break Announces up to $1
Million Non-Brokered Private Placement Offering
Toronto, Ontario, December 7, 2023
-- InvestorsHub NewsWire -- New Break Resources Ltd.
("New Break" or the
"Company") (CSE: NBRK) is
pleased to announce that it intends to undertake a non-brokered
private placement offering of up to 3,750,000 non-flow-through
units ("Units") at $0.08
per Unit for gross proceeds of up to $300,000 and 7,000,000
flow-through units ("FT
Units") at a price of $0.10 per FT Unit, for gross proceeds
of up to $700,000 (the "Offering"). The Company will make
a provision for an over-allotment option (the "Over-Allotment Option") to allow the
purchase of up to 1,250,000 additional $0.08 Units beyond the
number of Units contemplated in this Offering. If the
Over-Allotment Option is fully exercised, the total gross proceeds
will be $400,000 from the sale of 5,000,000 Units.
Each Unit consists of one common share ("Common Share") of the Company and one
common share purchase warrant ("Warrant"), with each Warrant entitling
the holder thereof, to purchase one additional Common Share of the
Company at a price of $0.12 for a period of twenty-four (24) months
from the date of closing.
Each FT Unit consists of one common share that will qualify as a
"flow-through share" (within the meaning of subsection 66(15) of
the Income Tax Act (Canada) (an "FT Share") and one common share
purchase warrant, with each Warrant entitling the holder thereof,
to purchase one additional non-flow-through Common Share of the
Company at a price of $0.15 for a period of twenty-four (24) months
from the date of closing.
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 (the "CSE") is equal to $0.25 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.
All securities issued under the Offering are subject to a
four-month and one day statutory hold period. The net
proceeds from the sale of the Units will be used for general
working capital purposes, while the gross proceeds from the sale of
the FT Units 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, it is expected that the proceeds
of the Offering will be used to fund a planned drilling program at
the Company's Moray property, located approximately 49 km south of
Timmins, Ontario and 32 km northwest of the Young-Davidson gold
mine, operated by Alamos Gold Inc. and to advance the New
Break's Sundog Gold Project in Kivalliq Region, Nunavut. The
Company will renounce such CEE to the purchasers of the FT Units
with an effective date of no later than December 31, 2023.
Finder's fees may be payable to qualified individuals (the
"Finder") pursuant to which
the Finder may receive a finder fee equal to up to 6% of the gross
proceeds received by the Company from purchasers under the Offering
who were introduced to the Company by such Finder and finder
warrants ("Finder
Warrants") entitling the Finder to purchase that number of
common shares of the Company equal to up to 6% of the aggregate
number of Units or FT Units sold by such Finder under the
Offering.
The closing of the Offering is anticipated to take place on or
about December 28, 2023, or such other date as the Company may
agree (the "Closing"). The Closing is subject
to certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the Canadian
Securities Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described in
this news release in the United States. The securities
offered have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or applicable
exemption from the registration requirements.
About New Break Resources
Ltd.
New Break is a Canadian mineral
exploration company with a dual vision for value
creation.
In northern Ontario, New Break is
focused on its Moray Project, in a well-established mining camp,
within proximity to existing infrastructure, while at the same
time, through our prospective land holdings in Nunavut that include
the Sundog, Esker-Noomut, Sy and Angikuni Lake properties, we
provide our shareholders with significant exposure to the vast
potential for exploration success in one of the most up and coming
regions in Canada for gold exploration and
production.
New Break is supported by a highly
experienced team of mining professionals committed to placing a
premium on Environmental, Social and Corporate
Governance.
Information on New Break is
available under the Company's profile on SEDAR+ at www.sedarplus.ca
and on the Company's website
at www.newbreakresources.ca.
New Break began trading on the
Canadian Securities Exchange (www.thecse.com)
on September 7, 2022 under the symbol CSE:
NBRK.
For further
information on New Break, please visit
www.newbreakresources.ca or contact:
Michael Farrant, President and Chief Executive Officer
Tel: 416–278–4149
E-mail: mfarrant@newbreakresources.ca
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LinkedIn
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No stock exchange, regulation securities provider, securities
commission or other regulatory authority has approved or
disapproved the information contained in this news release.
CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION
Except for statements of historic
fact, this news release contains certain "forward-looking
information" within the meaning of applicable securities
law. Forward-looking information is frequently
characterized by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate" and other similar
words, or statements that certain events or conditions "may" or
"will" occur. Forward-looking statements are based on the
opinions and estimates at the date the statements are made, and are
subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ materially from
those anticipated in the forward-looking statements including, but
not limited to receipt of regulatory and stock exchange approvals,
grants of equity-based compensation, renouncement of flow-through
exploration expenses, property agreements, timing and content of
upcoming work programs, geological interpretations, receipt of
property titles, an inability to predict and counteract the effects
global events on the business of the Company, including but not
limited to the effects on the price of commodities, capital market
conditions, restriction on labour and international travel and
supply chains etc. Forward-looking information addresses future
events and conditions and therefore involves inherent risks and
uncertainties, including factors beyond the Company's
control.
Accordingly, readers should not
place undue reliance on forward-looking
information.
The Company undertakes no
obligation to update publicly or otherwise any forward-looking
information, except as may be required by law. Additional information identifying risks and
uncertainties that could affect financial results is contained in
the Company's financial statements and management's discussion and
analysis (the "Filings"), such Filings available upon
request.