Trailbreaker Files For Approval Of $3.5M Flow-Through Financing

Executive Summary

• Trailbreaker Resources Ltd. filed with the TSX Venture Exchange to obtain conditional approval for a non‑brokered charity flow‑through private placement of up to $3.5 million.
• The offering consists of two tranches: (a) up to 2,500,000 CMETC flow‑through units at $0.56 per unit ($1.4 M) and (b) up to 4,200,000 standard flow‑through units at $0.50 per unit ($2.1 M).
• Proceeds will be used for eligible Canadian exploration expenses on the Company’s projects, with a hold period of four months plus one day and renunciation of qualifying expenditures by December 31 2026.

Key Details

• Offering Structure:
• CMETC Flow‑Through Units – up to 2,500,000 units @ $0.56/unit = up to $1.4 M. Each unit = 1 CMETC common share + ½ warrant (full warrant exercisable at $0.50 for 24 months). Qualifies for a 30 % Critical Mineral Exploration Tax Credit.
• Standard Flow‑Through Units – up to 4,200,000 units @ $0.50/unit = up to $2.1 M. Each unit = 1 common share + ½ warrant (full warrant exercisable at $0.50 for 24 months). Qualifies for a 15 % Mineral Exploration Tax Credit.
• Total Potential Gross Proceeds: Up to $3.5 million.
• Hold Period: All units subject to a four‑month plus one‑day hold period in Canada from closing.
• Finder’s Fees: May be paid in cash and/or warrants per TSX Venture Exchange policies.
• Use of Proceeds: To fund “Canadian exploration expenses” that qualify as flow‑through mining expenditures under the Income Tax Act, to be incurred on or before 31 Dec 2027 and renounced to unit subscribers by 31 Dec 2026.
• Regulatory Filing: Documents filed with TSX Venture Exchange seeking conditional approval; issuance will occur upon receipt of such approval.

Notable Quotes

• “The proceeds of the Private Placement will be used to advance the Company’s various exploration projects.” – Daithi Mac Gearailt, President and Chief Executive Officer

Materiality Assessment: Material – Positive (significant financing that enables continued exploration activities).