New Break Announces Flow-Through Financing to Raise up to $750,000

New Break Announces Flow-Through Financing to Raise up to $750,000

New Break Resources Ltd. (CSE: NBRK) ("New Break" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement offering of up to 5,000,000 flow-through common shares ("Flow-Through Shares") at a price of $0.15 per Flow-Through Share, for gross proceeds of up to $750,000 (the "Offering").

All securities issued under the Offering are subject to a four-month and one day statutory hold period. The gross proceeds from the Offering will be used for Canadian Exploration Expenses 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.

Finder's fees may be payable to qualified individuals (the "Finder") pursuant to which the Finder may receive a finder fee equal 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 6% of the aggregate number of Flow-Through Shares sold by such Finder under the Offering at a price of $0.15 per common share for a period of twenty-four (24) months from the date of closing of the Offering.

The closing of the Offering is anticipated to take place on or about May 31, 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, 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.sedar.com 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

And follow us on Twitter, LinkedIn and Facebook

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.

Not for dissemination in the United States of America or through U.S. newswire services.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/165333

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Prospecting Legend Ken Reading Returns to New Break's Sundog Gold Project at Age 93

Prospecting Legend Ken Reading Returns to New Break's Sundog Gold Project at Age 93

New Break Resources Ltd. (CSE: NBRK) ("New Break" or the "Company") is pleased to report that in September 2023, a New Break field team comprised of famed Canadian prospector Ken Reading, Shaun Parent, P. Geo. of Superior Exploration Ltd. and a field assistant, accessed the Sundog Gold Project in Kivalliq Region, Nunavut ("Sundog") by float plane from Thompson, Manitoba. The team performed a reconnaissance site visit to confirm access to the project area, assess the impact of environmental changes, reproduce historical gold assays from a small sample of historical trenches and gather samples from previously unsampled vein structures near existing historical trenches.

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A total of 29,052,820 common shares were represented in person or by proxy at the 2023 AGM, representing 61.07% of the Company's outstanding common shares as at the record date of July 24, 2023. Shareholders voted in favour of all matters brought before the meeting. All five director nominees listed in the Company's management information circular dated July 24, 2023 were re-elected as follows:

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(Figure 1 - Moray Project, property map)

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New Break Resources Ltd. (CSE: NBRK) ("New Break" or the "Company") announces that, further to its news release of June 8, 2023, the Company has successfully completed its common share purchase warrant ("Warrants") exercise incentive program (the "Incentive Program").

Pursuant to the Incentive Program, holders of certain Warrants with an exercise price of $0.15 (the "Subject Warrants") and expiring on June 23, 2023 (the "Expiry Date") who exercised part or all of their Subject Warrants on or prior to the Expiry Date, would be granted one common share purchase warrant (each an "Incentive Warrant") for each exercised Subject Warrant. Each Incentive Warrant entitles the holder thereof to acquire one common share (an "Incentive Warrant Share") of the Company at a price of $0.20 per common share for a period of thee (3) years from the date of issuance. The Incentive 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 $0.40 or higher for five non-consecutive trading days, over a 365-day period, the Company may accelerate the expiry of the Incentive 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. The Subject Warrants which remained unexercised as at end of the Expiry Date have expired and no further Incentive Warrants will be issued.

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New Break Resources Ltd. (CSE: NBRK) ("New Break" or the "Company") announces the repricing of 1,730,000 common share purchase warrants with an exercise price of $0.20 and an expiry date of June 23, 2023 (the "Repriced Warrants"), to $0.15, effective immediately (the "Warrant Repricing"). Following the Warrant Repricing, the Company will have an aggregate of 6,274,200 outstanding warrants, having an exercise price of $0.15 and an expiry date of June 23, 2023 (collectively, the "Subject Warrants"). The Company's management considers the Warrant Repricing to be in the best interests of the Company and its shareholders and aligns the exercise price of all warrants having an expiry date of June 23, 2023, which expiry date is not being extended.

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Zodiac Gold Inc. (TSXV: ZAU) ("Zodiac Gold" or the "Company"), a West-African gold exploration company, announces that it has terminated the exclusivity agreement previously entered into with Mable and Fable Limited ("MFL") on September 26, 2024, due to MFL's failure to satisfy their funding obligations under the agreement.

By terminating the exclusivity agreement, the Company is now free to pursue multiple strategic opportunities (including partnerships, joint ventures and financings) that have emerged since the announcement of its recent iron ore discovery. Following that announcement, Zodiac Gold has received substantial interest from multiple parties regarding these high-potential assets. The Company intends to evaluate these opportunities with a view towards identifying how to best leverage its iron ore assets in one or more transactions that will maximize shareholder value. In parallel, Zodiac Gold intends to continue to build on the exploration success of its recently completed Alasala and Arthington drilling programs at its Todi Project.

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Drill Program Highlights

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