New Break Announces Closing of Flow-Through Private Placement
December 31, 2020
Toronto, Ontario, December 31, 2020 – New Break Resources Ltd. (“New Break” or the “Company”) is pleased to announce that it has closed a non-brokered private placement offering of 1,019,000 flow-through common shares of the Company (the “F-T Shares”) at a price of $0.12 per F-T Share, for aggregate gross proceeds of $122,280 (the “Offering”).
The gross proceeds received by the Company from the sale of the F-T Shares will be used to incur eligible “Canadian exploration expenses” (“CEE”) that are “flow-through mining expenditures” (as such term is defined in the Income Tax Act (Canada) (the “Tax Act”) related to the Company’s Moray Gold Project, near Timmins, Ontario. The Company will renounce such CEE to the purchasers of the F-T Shares with an effective date of no later than December 31, 2020.
In connection with the Offering, the Company paid a finder’s fee to Accilent Capital Management Inc. of $7,014 in cash and issued 58,450 common share purchase warrants (each, a “Finder Warrant”). Each Finder Warrant is non-transferrable and exercisable for one common share of the Company at an exercise price of $0.12 for a period of twenty-four (24) months from the date of issuance.
The financing constituted a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61-101”) as an insider of the Company subscribed for an aggregate of 184,000 F-T Shares for gross proceeds of $22,080. However, the valuation and minority shareholder approval requirements of MI 61-101 do not apply to the Company as the Company is not currently a reporting issuer.
The securities issued pursuant to the Offering will be subject to a statutory hold period in accordance with applicable securities laws. 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 private Canadian mineral exploration and development company with a dual vision for value creation. In northern Ontario, New Break is focused on acquiring highly prospective gold projects in well-established mining camps, within proximity to existing infrastructure, while at the same time, allowing our shareholders to “dream big” through our prospective land holdings in Nunavut, where vast potential exists for exploration success in one of the most up and coming regions in Canada for gold exploration and production. These complimentary visions are supported by a highly experienced team of mining professionals committed to placing a premium on Environmental, Social and Corporate Governance, respecting the values and interests of all our stakeholders.
For further information on New Break, please visit www.newbreakresources.ca or contact:
Michael Farrant, President and Director
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 comments regarding the timing and expectations for finalizing property agreements, timing and content of upcoming work programs, geological interpretations, receipt of property titles 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.