Trailbreaker closes $3.5-million private placement

Executive Summary

• Trailbreaker Resources Ltd. has closed its non-brokered charity flow-through private placement, raising gross proceeds of $3.5 million.
• The financing consists of two tranches: $1.4 million from Critical Mineral Exploration Tax Credit (CMETC) flow-through units and $2.1 million from standard flow-through units.
• Proceeds are designated for critical mineral and mining exploration expenses in British Columbia, with qualifying expenditures to be incurred by December 31, 2027.

Key Details

• Total Gross Proceeds: $3.5 million.
• Tranche 1 (CMETC FT Units):
  • Quantity: 2.5 million units.
  • Price: $0.56 per unit.
  • Gross Proceeds: $1.4 million.
  • Composition: One CMETC FT common share and one-half of a common share purchase warrant per unit.
  • Warrant Terms: Each full warrant exercisable at $0.50 for 24 months from issue date for one non-flow-through common share.
• Tranche 2 (FT Units):
  • Quantity: 4.2 million units.
  • Price: $0.50 per unit.
  • Gross Proceeds: $2.1 million.
  • Composition: One FT common share and one-half of a common share purchase warrant per unit.
  • Warrant Terms: Each full warrant exercisable at $0.50 for 24 months from issue date for one non-flow-through common share.
• Hold Period: All FT units and CMETC FT units are subject to a hold period of four months plus one day from closing.
• Finder’s Fees:
  • Cash fees paid: $108,150.
  • Warrants issued: 324,000 non-transferable broker warrants.
  • Warrant Exercise Price: $0.50.
  • Warrant Term: Two years.
• Use of Proceeds: To incur eligible Canadian exploration expenses (flow-through mining expenditures and flow-through critical mineral mining expenditures) on the company's properties in British Columbia.
• Tax Renunciation Schedule: Qualifying expenditures to be incurred on or before December 31, 2027, and renounced to initial purchasers effective December 31, 2026.
• Regulatory Status: The offering is subject to final exchange approval.