Trailbreaker Closes of Financing
TRAILBREAKER CLOSES OF FINANCING
March 6, 2023 – Trailbreaker Resources Ltd. (TBK.V) (“Trailbreaker” or “the Company”) today announces
that the Company has received approval from the TSX Venture Exchange (the “Exchange”) to close its
previously announced (see news release March 1, 2023) non-brokered private placement of flow-through
and non -flow through units (the “Private Placement”) for combined aggregate gross proc eeds of
$809,120.
The Company will now 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 recei ve the tax benefits applicable to flow -through shares, in accordance with
provisions of the Income Tax Act (Canada).
The Company will also now issue 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 com mon
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, the Company is is paying cash finders’ fees totalling $7,860 and
issuing 72,000 broker warrants, such broker warrants being exercisable at $0.15 for 36 months . All
securities issued pursuant to the Private Placement are 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 CEO and President 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
TSX-V: TBK
APRAF.PK
Frankfurt:KCG1
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.
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 “Canad ian
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, 20 24, 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.