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New Break Closes Oversubscribed Non-Brokered Private Placement Financing
July 6, 2021
Not for dissemination in the United States of America or through U.S. newswire services.
Toronto, Ontario, July 6, 2021 – New Break Resources Ltd. (“New Break” or the “Company”) is pleased to announce that it has closed its oversubscribed, previously announced non-brokered private placement offering, through the issuance of 8,420,000 units (“Units”) at a price of $0.10 per Unit, for gross proceeds of $842,000 and due to investor demand, has also closed a non-brokered flow-through private placement, through the issuance of 3,460,000 flow-through units (“Flow-Through Unit”) at a price of $0.12 per Flow-Through Unit, for gross proceeds of $415,200 (the “Offering”). The Offering was closed on June 25, 2021 and resulted in the Company raising $1,257,200 in gross proceeds.
Each Unit consists of one common share (a “Common Share”) of the Company and one-half of one common share purchase warrant (each whole warrant a “Warrant”), with each Warrant entitling the holder thereof, to purchase one additional Common Share of the Company at a price of $0.15 for a period of twenty-four (24) months from the date of closing.
Each Flow-Through Unit consists of one flow-through common share (a “Flow-Through Share”) and one-half of 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 $0.20 for a period of twenty-four (24) months from the date of closing.
The gross proceeds received by the Company from the sale of the Flow-Through Units 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), related to the Company’s mineral exploration properties. The Company will renounce such CEE to the purchasers of the Flow-Through Units with an effective date of no later than December 31, 2021.
In connection with the $0.10 unit offering, the Company paid finder’s fees to eligible persons (the “Finders”) totaling $33,420 in cash, being 6% of the proceeds raised from subscribers introduced to the Company by such Finders and issued 334,200 common share purchase warrants (each a “Finder Warrant”), being 6% of the Units purchased by those subscribers. Each Finder Warrant is non-transferrable and exercisable for one Common Share at an exercise price of $0.15 for a period of twenty-four (24) months from the date of closing. No fees were paid in connection with the offering of Flow-Through Units.
The Warrants and Finder Warrants are subject to an acceleration clause in the event the Common Shares become listed for trading on a stock exchange in Canada and the volume-weighted average trading price equals or exceeds $0.25 for a period of ten (10) consecutive trading days.
The financing constituted a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61-101”) as insiders of the Company subscribed for an aggregate of 260,000 Units for gross proceeds of $26,000. 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 proceeds of the Offering will be used for exploration activities at the Company’s Moray Gold Project located in Ontario on the Cadillac Larder-Lake Fault Zone, for the purchase of an invaluable historical exploration data package, identified in relation to the Company’s Nunavut properties, additional geological compilation work on the Company’s Nunavut properties and for general working capital purposes, including preparation for going public.
The securities issued pursuant to the Offering are 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
Tel: 416-278-4149
mfarrant@newbreakresources.ca
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.