Trailbreaker Files for Approval of Financing

Trailbreaker Files for Approval of Financing

Trailbreaker Resources Ltd. (TBK.V) ("Trailbreaker" or "the Company") today announces that the Company has filed documents with the TSX Venture Exchange (the "Exchange") seeking approval to close its previously announced (see news release February 9, 2023) non-brokered private placement of flow-through and non-flow through units (the "Private Placement") for combined aggregate gross proceeds of $809,120.

On receipt of TSX Venture Exchange approval, the Company will issue 4,216,000 flow-through units ("FT Unit") at a price of $0.12 per FT Unit, for gross proceeds of $505,920, each FT Unit consisting of one (1) flow-through common share and one (1) common share purchase warrant, each warrant being exercisable for an additional common share of the Company at a price of $0.15 for 36 months following the date of issuance, subject to the right of the Company to accelerate the exercise period to 30 days if, following the expiry of the 4-month hold, shares of the Company close at or above $0.25 for 10 consecutive trading days. The flow-through shares will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).

The Company will also issue up to 3,032,000 non-flow through units ("NFT Unit") at a price of $0.10 per NFT Unit for aggregate gross proceeds of $303,200, each NFT Unit consisting of one (1) common share and one (1) common share purchase warrant, each warrant being exercisable for an additional common share of the Company at a price of $0.15 for 36 months following the date of issuance, subject to the right of the Company to accelerate the exercise period to 30 days if, following the expiry of the 4-month hold, shares of the Company close at or above $0.25 for 10 consecutive trading days.

In connection with the Private Placement, and on receipt of Exchange approval, the Company will pay 3 finders cash finders' fees totalling $7,860 and issue 72,000 broker warrants, such broker warrants being exercisable at $0.15 for 36 months. All securities issued pursuant to the Private Placement will be subject to a four month and one day hold period. The Private Placement is subject to approval by the TSX Venture Exchange.

Druid Exploration Inc., a company fully owned by the President and CEO of Trailbreaker, has participated in the Financing for 300,000 Flow-Through Units ($36,000), that portion of the Financing a "related party transaction" as such term is defined under MI 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the formal valuation requirement of MI-61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than 25% of the Company's market capitalization.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") on or before December 31, 2024, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 31, 2023.

The proceeds of the Private Placement will be used to advance the Company's various exploration projects, and for working capital purposes.

ON BEHALF OF THE BOARD

Daithi Mac Gearailt
President and Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Trailbreaker Resources Ltd.
650 W. Georgia Street, #2110
Vancouver, British Columbia
Canada, V6B 4N8

Telephone: 604 681 1820
Facsimile: 604 681 1864

https://www.TrailbreakerResources.com

https://twitter.com/TrailbreakerLtd.


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Trailbreaker Resources Reports Rock Samples Up to 42.1 g/t Au and 1.93% Cu and Expands Geochemical Trend to 3-Km at Castle Rock Property

Trailbreaker Resources Reports Rock Samples Up to 42.1 g/t Au and 1.93% Cu and Expands Geochemical Trend to 3-Km at Castle Rock Property

Trailbreaker Resources Ltd. (TBK.V) ("Trailbreaker" or "the Company") is pleased to report geochemical results from the 2023 surficial exploration program at their Castle Rock property on northern Vancouver Island, British Columbia (BC).

Highlights from the surficial exploration program include:

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2023 was an active year for Trailbreaker, with work conducted across a wide array of our projects. Work included the filing of an NI 43-101 technical report on the Atsutla project, optioning out of a portion of the Eagle Lake property, drill testing on the Eakin Creek project, conducting surface exploration at the Golden Sable and Castle Rock projects, and conducting a site visit at the Sheldon project. As well, the technical team was bolstered by the appointment of a new position of Vice President of Exploration. Work towards permitting of projects in order to conduct drill testing is ongoing. As well, the technical team is actively engaged in conducting project generation to bring new highly prospective properties into the Trailbreaker portfolio. Trailbreaker intends to carry the momentum from this year's activities into 2024, and to continue to build on the 2023 exploration successes.

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Trailbreaker Resources Completes Exploration Program at Castle Rock Property, Northern Vancouver Island

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Trailbreaker Resources Ltd. (TBK.V) ("Trailbreaker" or "the Company") is pleased to announce that it has completed a surficial exploration program at its Castle Rock property on northern Vancouver Island, British Columbia (BC).

The program consisted of the collection of 497 soil samples, 50 prospecting grab samples, and geological mapping. It was primarily designed to follow up on the channel sample and associated 400 m x 50 m gold-in-soil anomaly defined as the Heart zone in 2022.

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Trailbreaker Resources Ltd. (TBK.V) ("Trailbreaker" or "the Company") is pleased to announce results from its 2023 surficial exploration program at the Golden Sable property in south-central British Columbia (BC). Efforts were focused on investigating a historic 3-kilometre-long gold-in-soil anomaly. The program was successful in extending the anomaly a further 1 kilometre to the southeast, where it remains open.

Daithi Mac Gearailt, CEO of Trailbreaker, commented: "This was an excellent first-pass evaluation of a property with known gold mineralization. There is a very significant gold-in-soil trend here, with historic drilling to verify the presence of gold mineralization in bedrock."

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Trailbreaker Resources Ltd. (TBK.V) ("Trailbreaker" or "the Company") on August 2, 2023, gave 30 days' notice to warrant holders that it was exercising the Warrant Acceleration Provision for warrants issued on March 6, 2023, pursuant to its $0.12 Flow-Through Unit and $0.10 Non-Flow-Through Unit Private Placement Financings. The Warrant Expiry Date was accelerated from March 6, 2026 to September 3, 2023.

7,039,520 of the 7,320,000 warrants with the exercising price at $0.15 issued were exercised for gross proceeds to the Company of $1,055,928.

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Western Copper and Gold Corporation logo (CNW Group/Western Copper and Gold Corporation)

Rio Tinto acquired 239,528 common shares of the Company at a price of C$1.35 per share for proceeds of C$323,363 , allowing Rio Tinto to maintain its interest of approximately 9.7%.

western copper and gold corporation is developing the Casino Project, Canada's premier copper-gold mine in the Yukon Territory and one of the most economic greenfield copper-gold mining projects in the world.

The Company is committed to working collaboratively with our First Nations and local communities to progress the Casino project using internationally recognized responsible mining technologies and practices.

For more information, visit www.westerncopperandgold.com .

On behalf of the board,

"Sandeep Singh"

Sandeep Singh
Chief Executive Officer
western copper and gold corporation

SOURCE western copper and gold corporation

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About Canadian North Resources

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SKRR Exploration Inc. Announces Clarification on Prior Agreement with Red Cloud

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SKRR Exploration Logo (CNW Group/SKRR EXPLORATION INC.)

Red Cloud assisted in overall marketing of the Company. Certain of the services enumerated in the Agreement constituted promotional activity within the scope of Policy 3.4 of the Exchange. The Agreement was for an initial term of twelve months and automatically renewed on a month-to-month basis until terminated by either party on thirty days' prior written notice. The Agreement was formally terminated in June 2023 . Under the engagement, Red Cloud was paid an initial fee of $150,000 for the initial twelve-month period and $10,000 per month thereafter. Red Cloud is arm's length to the Company.

SKRR is a Canadian-based precious and base metal explorer with properties in Saskatchewan – one of the world's highest ranked mining jurisdictions. The primary exploration focus is on the Trans-Hudson Corridor in Saskatchewan in search of world class uranium, precious and base metal deposits. The Trans-Hudson Orogen – although extremely well known in geological terms has been significantly under-explored in Saskatchewan . SKRR is committed to all stakeholders including shareholders, all its partners and the environment in which it operates.

ON BEHALF OF THE BOARD

Sherman Dahl
President & CEO
Tel: 250-558-8340

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains "forward–looking information or statements" within the meaning of applicable securities laws, which may include, without limitation, statements relating to the Agreement, and other statements relating to the technical, financial and business prospects of the Company, its projects and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, the ability to secure equipment and personnel to carry out work programs, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of exploration results, risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses and those other risks filed under the Company's profile on SEDAR at www.sedarplus.ca . There is a possibility that future exploration, development or mining results will not be consistent with the Company's expectations. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, failure to secure personnel and equipment for work programs, adverse weather and climate conditions, failure to maintain all necessary government permits, approvals and authorizations, the impact of Covid-19 or other viruses and diseases on the Company's ability to operate, decrease in the price of gold, copper, nickel, uranium and other metals, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward–looking statements or forward–looking information, except as required by law.

SOURCE SKRR Exploration Inc.

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